10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2015

Or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to             

Commission File Number: 001-35764

PBF ENERGY INC.

(Exact name of registrant as specified in its charter)

DELAWARE	45-3763855
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
One Sylvan Way, Second Floor Parsippany, New Jersey	07054
(Address of principal executive offices)	(Zip Code)

(973) 455-7500

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.  Yes [x] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [x] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ Accelerated filer o Non-accelerated filer o Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [x]

As of August 4, 2015, PBF Energy Inc. had outstanding 85,784,355 shares of Class A common stock and 28 shares of Class B common stock.

PBF ENERGY INC.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2015

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS			3
PART I – FINANCIAL INFORMATION
	ITEM 1.	Financial Statements (Unaudited)
		Condensed Consolidated Balance Sheets as of June 30, 2015 and December 31, 2014	5
		Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2015 and 2014	6
		Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2015 and 2014	7
		Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2015 and 2014	8
		Notes to Condensed Consolidated Financial Statements	10
	ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
	ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	54
	ITEM 4.	Controls and Procedures	55
PART II – OTHER INFORMATION
	ITEM 1.	Legal Proceedings	57
	ITEM 1A.	Risk Factors	57
	ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	58
	ITEM 6.	Exhibits	60
SIGNATURES			62

This Quarterly Report on Form 10-Q is filed by PBF Energy Inc. (“PBF Energy”) which is a holding company whose primary asset is an equity interest in PBF Energy Company LLC ("PBF LLC"). PBF Energy is the sole managing member of, and owner of an equity interest representing approximately 94.3% of the outstanding economic interests in, PBF LLC as of June 30, 2015. PBF Energy operates and controls all of the business and affairs and consolidates the financial results of PBF LLC and its subsidiaries. PBF LLC is a holding company for the companies that directly and indirectly own and operate the business. PBF Holding Company LLC (“PBF Holding”) is a wholly-owned subsidiary of PBF LLC and PBF Finance Corporation ("PBF Finance") is a wholly-owned subsidiary of PBF Holding. PBF LLC also holds a 53.8% limited partner interest, a non-economic general partner interest and all of the incentive distribution rights in PBF Logistics LP ("PBFX" or the "Partnership"), a publicly traded master limited partnership. PBF Energy, through its ownership of PBF LLC, consolidates the financial results of PBFX and its subsidiaries and records a noncontrolling interest in its consolidated financial statements representing the economic interests of PBFX's unit holders other than PBF LLC. Collectively, PBF Energy and its consolidated subsidiaries, including PBF LLC, PBF Holding, and PBFX are referred to hereinafter as the "Company" unless the context otherwise requires.

2

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains certain “forward-looking statements”, as defined in the Private Securities Litigation Reform Act of 1995, of expected future developments that involve risks and uncertainties. You can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” or “anticipates” or similar expressions that relate to our strategy, plans or intentions. All statements we make relating to our estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results or to our expectations regarding future industry trends are forward-looking statements. In addition, we, through our senior management, from time to time make forward-looking public statements concerning our expected future operations and performance and other developments. These forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those that we expected. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results.

Important factors that could cause actual results to differ materially from our expectations, which we refer to as “cautionary statements,” are disclosed under "Item 1A. Risk Factors", "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this Form 10-Q and the Annual Report on Form 10-K for the year ended December 31, 2014 of PBF Energy Inc., which we refer to as our 2014 Annual Report on Form 10-K, and in our other filings with the SEC. All forward-looking information in this Quarterly Report on Form 10-Q and subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements. Some of the factors that we believe could affect our results include:

• supply, demand, prices and other market conditions for our products, including volatility in commodity prices;

•the effects of competition in our markets;

•changes in currency exchange rates, interest rates and capital costs;

•adverse developments in our relationship with both our key employees and unionized employees;

•our ability to operate our businesses efficiently, manage capital expenditures and costs (including general and administrative expenses) and generate earnings and cash flow;

•our substantial indebtedness;

•our supply and inventory intermediation arrangements expose us to counterparty credit and performance risk;

•termination of our Inventory Intermediation Agreements with J. Aron could have a material adverse effect on our liquidity, as we would be required to finance our intermediate and refined products inventory covered by the agreements. Additionally, we are obligated to repurchase from J. Aron certain intermediates and finished products located at the Paulsboro and Delaware City refineries’ storage tanks upon termination of these agreements;

•restrictive covenants in our indebtedness that may adversely affect our operational flexibility;

•payments to the current and former holders of PBF LLC Series A Units and PBF LLC Series B Units under our tax receivable agreement for certain tax benefits we may claim;

•our assumptions regarding payments arising under the tax receivable agreement and other arrangements relating to our organizational structure are subject to change due to various factors, including, among other factors, the timing of exchanges of PBF LLC Series A Units for shares of our Class A common stock as contemplated by the tax receivable agreement, the price of our Class A common stock at the time of such exchanges, the extent to which such exchanges are taxable, and the amount and timing of our income;

3

•our expectations and timing with respect to our acquisition activity and whether such acquisitions are accretive or dilutive to shareholders;

•our expectations and timing with respect to our capital improvement and turnaround projects;

•the status of an air permit to transfer crude through the Delaware City refinery's dock;

•the impact of disruptions to crude or feedstock supply to any of our refineries, including disruptions due to

problems at PBFX or with third party logistics infrastructure or operations, including pipeline, marine and rail transportation;

•the possibility that we might reduce or not make further dividend payments;

•the inability of our subsidiaries to freely pay dividends or make distributions to us;

•the impact of current and future laws, rulings and governmental regulations, including the implementation of rules and regulations regarding transportation of crude oil by rail;

•adverse impacts related to any change by the federal government in the restrictions on exporting U.S. crude oil including relaxing limitations on the export of certain types of crude oil or condensates or the lifting of the restrictions entirely;

•market risks related to the volatility in the price of Renewable Identification Numbers ("RINS") required to comply with the Renewable Fuel Standards;

•adverse impacts from changes in our regulatory environment or actions taken by environmental interest groups;

•our ability to consummate the Chalmette Acquisition, the timing for the closing of such acquisition and our plans for financing such acquisition;

•our ability to complete the successful integration of the Chalmette Acquisition into our business and to realize the benefits from such acquisition;

•unforeseen liabilities associated with the Chalmette Acquisition;

•the costs of being a public company, including Sarbanes-Oxley Act compliance;

•risk associated with the operation of PBFX as a separate, publicly-traded entity;

•potential tax consequences related to our investment in PBFX; and

•receipt of regulatory approvals and compliance with contractual obligations required in connection with PBFX.

We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this Quarterly Report on Form 10-Q may not in fact occur. Accordingly, investors should not place undue reliance on those statements.

Our forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. Except as required by applicable law, including the securities laws of the United States, and we do not intend to update or revise any forward-looking statements. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing.

4

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

PBF ENERGY INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands, except share and per share data)

	June 30, 2015			December 31, 2014
ASSETS
Current assets:
Cash and cash equivalents	$	623,822		$	397,873
Accounts receivable	540,227			551,269
Inventories	1,306,414			1,102,261
Deferred tax asset	175,653			222,368
Prepaid expense and other current assets	39,456			72,900
Total current assets	2,685,572			2,346,671
Property, plant and equipment, net	1,964,953			1,936,839
Deferred tax assets	342,646			345,179
Marketable securities	234,249			234,930
Deferred charges and other assets, net	316,202			332,669
Total assets	$	5,543,622		$	5,196,288
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	354,636		$	335,268
Accrued expenses	1,140,526			1,130,792
Payable to related parties pursuant to tax receivable agreement	69,833			75,535
Deferred revenue	7,218			1,227
Total current liabilities	1,572,213			1,542,822
Delaware Economic Development Authority loan	8,000			8,000
Long-term debt	1,353,734			1,252,349
Payable to related parties pursuant to tax receivable agreement	667,541			637,192
Other long-term liabilities	69,750			62,609
Total liabilities	3,671,238			3,502,972
Commitments and contingencies (Note 10)
Equity:
Class A common stock, $0.001 par value, 1,000,000,000 shares authorized, 85,922,092 shares outstanding at June 30, 2015, 81,981,119 shares outstanding at December 31, 2014	92			88
Class B common stock, $0.001 par value, 1,000,000 shares authorized, 28 shares outstanding at June 30, 2015, 39 shares outstanding at December 31, 2014	—			—
Preferred stock, $0.001 par value, 100,000,000 shares authorized, no shares outstanding, at June 30, 2015 and December 31, 2014	—			—
Treasury stock, at cost	(146,731		)	(142,731		)
Additional paid in capital	1,552,118			1,508,425
Retained earnings/(Accumulated deficit)	48,316			(123,271		)
Accumulated other comprehensive loss	(24,543		)	(24,298		)
Total PBF Energy Inc. equity	1,429,252			1,218,213
Noncontrolling interest	443,132			475,103
Total equity	1,872,384			1,693,316
Total liabilities and equity	$	5,543,622		$	5,196,288

See notes to condensed consolidated financial statements.

5

PBF ENERGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands, except share and per share data)

	Three Months Ended   June 30,						Six Months Ended   June 30,
	2015			2014			2015			2014
Revenues	$	3,550,664		$	5,301,709		$	6,545,800		$	10,048,152
Cost and expenses:
Cost of sales, excluding depreciation	2,994,745			4,935,456			5,496,960			9,083,140
Operating expenses, excluding depreciation	194,970			210,722			432,088			479,621
General and administrative expenses	39,223			33,013			75,269			69,637
(Gain) loss on sale of assets	(632		)	6			(991		)	(180		)
Depreciation and amortization expense	48,562			34,662			96,268			67,877
	3,276,868			5,213,859			6,099,594			9,700,095
Income from operations	273,796			87,850			446,206			348,057
Other income (expenses):
Change in fair value of catalyst leases	1,949			(2,338		)	3,988			(4,339		)
Interest expense, net	(26,876		)	(26,202		)	(49,068		)	(51,457		)
Income before income taxes	248,869			59,310			401,126			292,261
Income tax expense	90,409			13,474			139,547			63,153
Net income	158,460			45,836			261,579			229,108
Less: net income attributable to noncontrolling interests	22,650			24,877			38,447			130,704
Net income attributable to PBF Energy Inc.	$	135,810		$	20,959		$	223,132		$	98,404
Weighted-average shares of Class A common stock outstanding
Basic	86,036,809			72,439,760			85,175,066			63,354,285
Diluted	91,659,906			73,007,156			91,655,081			63,897,712
Net income available to Class A common stock per share:
Basic	$	1.58		$	0.29		$	2.62		$	1.55
Diluted	$	1.57		$	0.29		$	2.57		$	1.54
Dividends per common share	$	0.30		$	0.30		$	0.60		$	0.60

See notes to condensed consolidated financial statements.

6

PBF ENERGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited, in thousands)

	Three Months Ended   June 30,					Six Months Ended   June 30,
	2015			2014		2015			2014
Net income	$	158,460		$	45,836	$	261,579		$	229,108
Other comprehensive income:
Unrealized (loss) gain on available for sale securities	(75		)	56		(4		)	85
Net gain on pension and other postretirement benefits	400			232		800			449
Total other comprehensive income	325			288		796			534
Comprehensive income	158,785			46,124		262,375			229,642
Less: comprehensive income attributable to noncontrolling interests	22,668			24,859		38,492			130,756
Comprehensive income attributable to PBF Energy Inc.	$	136,117		$	21,265	$	223,883		$	98,886

See notes to condensed consolidated financial statements.

7

PBF ENERGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)

	Six Months Ended   June 30,
	2015			2014
Cash flows from operating activities:
Net income	$	261,579		$	229,108
Adjustments to reconcile net income to net cash provided by (used in) operations:
Depreciation and amortization	100,839			71,437
Stock-based compensation	5,394			2,923
Change in fair value of catalyst lease obligations	(3,988		)	4,339
Deferred income taxes	74,006			35,090
Non-cash change in inventory repurchase obligations	89,203			(7,973		)
Pension and other post retirement benefit costs	12,893			10,538
Gain on disposition of property, plant and equipment	(991		)	(180		)
Change in non-cash lower of cost or market adjustment	(127,166		)	—
Changes in current assets and current liabilities:
Accounts receivable	11,042			(116,579		)
Inventories	(84,619		)	(249,094		)
Prepaid expenses and other current assets	29,552			(27,472		)
Accounts payable	19,368			(63,108		)
Accrued expenses	(59,908		)	281,846
Deferred revenue	5,991			(1,632		)
Payable to related parties pursuant to tax receivable agreement	(10,168		)	—
Other assets and liabilities	(5,352		)	(3,186		)
Net cash provided by operations	317,675			166,057
Cash flow from investing activities:
Expenditures for property, plant and equipment	(224,063		)	(125,293		)
Expenditures for deferred turnaround costs	(22,918		)	(39,424		)
Expenditures for other assets	(5,424		)	(8,171		)
Purchase of marketable securities	(1,379,386		)	(599,997		)
Maturities of marketable securities	1,380,085			299,987
Proceeds from sale of assets	138,131			37,759
Net cash used in investing activities	(113,575		)	(435,139		)

See notes to condensed consolidated financial statements.

8

PBF ENERGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(unaudited, in thousands)

	Six Months Ended   June 30,
	2015			2014
Cash flows from financing activities:
Proceeds from issuance of PBFX common units, net of underwriters' discount and commissions	$	—		$	340,957
Offering costs for issuance of PBFX common units	—			(5,000		)
Distributions to PBF Energy Company LLC members	(8,262		)	(76,705		)
Distributions to PBFX unit holders	(11,033		)	—
Dividend payments	(51,545		)	(37,302		)
Proceeds from PBFX Senior Notes	350,000			—
Proceeds from PBFX revolver borrowings	24,500			—
Repayments of PBFX revolver borrowings	(275,100		)	—
Proceeds from PBFX Term Loan borrowings	—			300,000
Repayments of PBFX Term Loan borrowings	(700		)	—
Proceeds from Rail Facility revolver borrowings	70,750			8,225
Repayments of Rail Facility revolver borrowings	(64,626		)	—
Proceeds from revolver borrowings	—			395,000
Repayments of revolver borrowings	—			(410,000		)
Purchases of treasury stock	(4,000		)	—
Deferred financing costs and other	(8,135		)	(5,519		)
Net cash provided by financing activities	21,849			509,656
Net increase in cash and cash equivalents	225,949			240,574
Cash and equivalents, beginning of period	397,873			76,970
Cash and equivalents, end of period	$	623,822		$	317,544
Supplemental cash flow disclosures
Non-cash activities:
Accrued construction in progress and unpaid fixed assets	$	21,367		$	28,302

See notes to condensed consolidated financial statements.

9

PBF ENERGY INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

Description of the Business

PBF Energy Inc. ("PBF Energy") was formed as a Delaware corporation in 2011 and completed an initial public offering in December 2012. PBF Energy is the sole managing member of PBF Energy Company LLC ("PBF LLC"), a Delaware limited liability company, with a controlling interest in PBF LLC and its subsidiaries. PBF Energy consolidates the financial results of PBF LLC and its subsidiaries and records a noncontrolling interest in its consolidated financial statements representing the economic interests of PBF LLC's members other than PBF Energy. PBF LLC, together with its consolidated subsidiaries, owns and operates oil refineries and related facilities in North America. PBF Holding Company LLC ("PBF Holding") is a wholly-owned subsidiary of PBF LLC. PBF Finance Corporation ("PBF Finance") is a wholly-owned subsidiary of PBF Holding. Delaware City Refining Company LLC ("Delaware City Refining" or "DCR"), PBF Power Marketing LLC, PBF Energy Limited, Paulsboro Refining Company LLC, Paulsboro Natural Gas Pipeline Company LLC and Toledo Refining Company LLC are PBF LLC’s principal operating subsidiaries and are all wholly-owned subsidiaries of PBF Holding. PBF LLC also holds a 53.8% limited partner interest and all of the incentive distribution rights in PBF Logistics LP ("PBFX"), a publicly traded master limited partnership (refer to Note 2 "PBF Logistics LP" of our Notes to Condensed Consolidated Financial Statements). PBF Logistics GP LLC (“PBF GP”) owns the noneconomic general partner interest and serves as the general partner of PBFX and is wholly-owned by PBF LLC. PBF Energy, through its ownership of PBF LLC, consolidates the financial results of PBFX and its subsidiaries and records a noncontrolling interest in its consolidated financial statements representing the economic interests of PBFX's unit holders other than PBF LLC. Collectively, PBF Energy and its consolidated subsidiaries, including PBF LLC, PBF Holding, and PBFX are referred to hereinafter as the "Company" unless the context otherwise requires.

On February 6, 2015, the Company completed a public offering of 3,804,653 shares of Class A common stock in a secondary offering (the "February 2015 secondary offering"). All of the shares in the February 2015 secondary offering were sold by funds affiliated with Blackstone Group L.P., or Blackstone, and First Reserve Management, L.P., or First Reserve. In connection with the February 2015 secondary offering, Blackstone and First Reserve exchanged all of their remaining PBF LLC Series A Units for an equivalent number of shares of Class A common stock of PBF Energy, and as a result, Blackstone and First Reserve no longer hold any PBF LLC Series A Units or shares of PBF Energy Class A Common stock. The holders of PBF LLC Series B Units, which include certain executive officers of PBF Energy and others, received a portion of the proceeds of the sale of the PBF Energy Class A common stock by Blackstone and First Reserve in accordance with the amended and restated limited liability company agreement of PBF LLC. PBF Energy did not receive any proceeds from the February 2015 secondary offering. As of June 30, 2015, the Company owns 85,922,092 PBF LLC Series C Units and the Company's executive officers and directors and certain employees and others beneficially own 5,147,838 PBF LLC Series A Units. The holders of the Company's issued and outstanding shares of Class A common stock have 94.3% of the voting power in the Company and the members of PBF LLC other than PBF Energy through their holdings of Class B common stock have the remaining 5.7% of the voting power in the Company.

Substantially all of the Company’s operations are in the United States. The Company operates in two reportable business segments: Refining and Logistics. The Company’s three oil refineries are all engaged in the refining of crude oil and other feedstocks into petroleum products, and are aggregated into the Refining segment. PBFX is a publicly traded master limited partnership that was formed to operate logistical assets such as crude oil and refined petroleum products terminals, pipelines, and storage facilities. PBFX's operations are aggregated into the Logistics segment. To generate earnings and cash flows from operations, the Company is primarily dependent upon processing crude oil and selling refined petroleum products at margins sufficient to cover fixed and variable costs and other expenses. Crude oil and refined petroleum products are commodities; and factors largely out of the Company’s control can cause prices to vary over time. The potential margin volatility can have a material effect on the Company’s financial position, earnings and cash flow.    

10

PBF ENERGY INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

Basis of Presentation

The unaudited condensed consolidated financial information furnished herein reflects all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, considered necessary for a fair presentation of the financial position and the results of operations and cash flows of the Company for the periods presented. All intercompany accounts and transactions have been eliminated in consolidation. These unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. These interim condensed consolidated financial statements should be read in conjunction with the financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2014 of PBF Energy. The results of operations for the three and six months ended June 30, 2015 are not necessarily indicative of the results to be expected for the full year.

Recent Accounting Pronouncements

In April 2015, the FASB issued ASU No. 2015-03, "Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs" ("ASU 2015-03"), which requires debt issuance costs related to a recognized debt liability to be presented on the balance sheet as a direct deduction from the debt liability rather than as an asset. The standard is effective for interim and annual periods beginning after December 15, 2015 and early adoption is permitted. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures.

2. PBF LOGISTICS LP

On May 14, 2014, PBFX completed its initial public offering (the “PBFX Offering”) of 15,812,500 common units. As of June 30, 2015, PBF LLC holds a 53.8% limited partner interest in PBFX (consisting of 2,572,944 common units and 15,886,553 subordinated units) and all of PBFX's incentive distribution rights, with the remaining 46.2% limited partner interest held by public common unit holders. PBF LLC also owns indirectly a non-economic general partner interest in PBFX through its wholly-owned subsidiary, PBF GP, the general partner of PBFX. During the subordination period (as set forth in the partnership agreement of PBFX) holders of the subordinated units are not entitled to receive any distribution of available cash until the common units have received the minimum quarterly distribution plus any arrearages in the payment of the minimum quarterly distribution from prior quarters. If PBFX does not pay distributions on the subordinated units, the subordinated units will not accrue arrearages for those unpaid distributions. Each subordinated unit will convert into one common unit at the end of the subordination period.

PBFX engages in the receiving, handling and transferring of crude oil and the receipt, storage and delivery of crude oil, refined products and intermediates from sources located throughout the United States and Canada for PBF Energy in support of its three refineries. All of PBFX’s revenue is derived from long-term, fee-based commercial agreements with PBF Holding, which include minimum volume commitments, for receiving, handling and transferring crude oil and refined products and storing crude oil and refined products. PBF Energy also has agreements with PBFX that establish fees for certain general and administrative services and operational and maintenance services provided by PBF Holding to PBFX. These transactions are eliminated by PBF Energy in consolidation.

PBFX’s initial assets consisted of a light crude oil rail unloading terminal at the Delaware City refinery that also services the Paulsboro refinery (which is referred to as the “Delaware City Rail Terminal”), and a crude oil truck unloading terminal at the Toledo refinery (which is referred to as the “Toledo Truck Terminal”) that are integral components of the crude oil delivery operations at all three of PBF Energy’s refineries. On September 30, 2014, PBF LLC contributed to PBFX all of the equity interests of Delaware City Terminaling Company II LLC, which assets consist solely of the Delaware City heavy crude unloading rack (the "DCR West Rack"), for total consideration of $150,000. On December 11, 2014, PBF LLC contributed to PBFX all of the issued and outstanding limited liability company interests of Toledo Terminaling Company LLC, whose assets consist of a tank farm and related facilities located at our Toledo refinery, including a propane storage and loading facility (the "Toledo Storage

11

PBF ENERGY INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

Facility"), for total consideration of $150,000. On May 14, 2015 PBF LLC contributed to PBFX all of the issued and outstanding limited liability company interests of Delaware Pipeline Company LLC ("DPC") and Delaware City Logistics Company LLC ("DCLC"), whose assets consist of a products pipeline, truck rack and related facilities located at our Delaware City refinery (collectively the "Delaware City Products Pipeline and Truck Rack"), for total consideration of $143,000.

PBFX, a variable interest entity, is consolidated by PBF Energy through its ownership of PBF LLC. PBF LLC through its ownership of PBF GP, has the sole ability to direct the activities of PBFX that most significantly impact its economic performance. PBF LLC is considered to be the primary beneficiary of PBFX for accounting purposes.

3. NONCONTROLLING INTEREST OF PBF ENERGY AND PBFX

Noncontrolling Interest in PBF LLC

PBF Energy is the sole managing member of, and has a controlling interest in, PBF LLC. As the sole managing member of PBF LLC, PBF Energy operates and controls all of the business and affairs of PBF LLC and its subsidiaries. As of December 31, 2014, PBF Energy’s equity interest in PBF LLC represented approximately 89.9% of the outstanding interests. In connection with the February 2015 secondary offering, Blackstone and First Reserve exchanged a total of 3,804,653 Series A Units of PBF LLC for an equivalent number of shares of Class A common stock of PBF Energy. As of June 30, 2015, PBF Energy held approximately 94.3% of the economic interests in PBF LLC.

PBF Energy consolidates the financial results of PBF LLC and its subsidiaries, and records a noncontrolling interest for the economic interest in PBF Energy held by the members of PBF LLC other than PBF Energy. Noncontrolling interest on the consolidated statements of operations includes the portion of net income or loss attributable to the economic interest in PBF Energy held by the members of PBF LLC other than PBF Energy. Noncontrolling interest on the consolidated balance sheets includes the portion of net assets of PBF Energy attributable to the members of PBF LLC other than PBF Energy.

The noncontrolling interest ownership percentage of PBF LLC as of June 30, 2015, the completion date of the February 2015 secondary offering, and December 31, 2014 is calculated as follows:

	Held by members of PBF LLC other than PBF Energy		Held by PBF Energy		Total *
December 31, 2014	9,170,696		81,981,119		91,151,815
	10.1	%	89.9	%	100.0	%
February 6, 2015	5,366,043		85,768,077		91,134,120
	5.9	%	94.1	%	100.0	%
June 30, 2015	5,147,838		85,922,092		91,069,930
	5.7	%	94.3	%	100.0	%

——————————

* Assumes all of the holders of PBF LLC Series A Units exchange their PBF LLC Series A Units for shares of PBF Energy’s Class A common stock on a one-for-one basis.

Noncontrolling Interest in PBFX

PBF LLC holds a 53.8% limited partner interest in PBFX and owns all of PBFX’s incentive distribution rights, with the remaining 46.2% limited partner interest owned by public common unit holders as of June 30, 2015. PBF LLC is also the sole member of PBF GP, the general partner of PBFX.

12

PBF ENERGY INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

PBF Energy, through its ownership of PBF LLC, consolidates the financial results of PBFX, and records a noncontrolling interest for the economic interest in PBFX held by the public common unit holders. Noncontrolling interest on the consolidated statements of operations includes the portion of net income or loss attributable to the economic interest in PBFX held by the public common unit holders of PBFX other than PBF Energy (through its ownership in PBF LLC). Noncontrolling interest on the consolidated balance sheets includes the portion of net assets of PBFX attributable to the public common unit holders of PBFX.

The noncontrolling interest ownership percentage of PBFX as of June 30, 2015 and December 31, 2014, is calculated as follows:

	Units of PBFX Held by the Public		Units of PBFX Held by PBF LLC (Including Subordinated Units)		Total
December 31, 2014	15,812,500		17,171,077		32,983,577
	47.9	%	52.1	%	100.0	%
June 30, 2015	15,864,388		18,459,497		34,323,885
	46.2	%	53.8	%	100.0	%

The following table summarizes the changes in equity for the controlling and noncontrolling interests of PBF Energy for the six months ended June 30, 2015 and 2014:

	PBF Energy Inc. Equity			Noncontrolling Interest in PBF LLC			Noncontrolling Interest in PBFX			Total Equity
Balance at January 1, 2015	$	1,218,213		$	138,734		$	336,369		$	1,693,316
Comprehensive income	223,883			21,265			17,227			262,375
Dividends and distributions	(51,545		)	(8,262		)	(11,033		)	(70,840		)
Record deferred tax asset and liabilities and tax receivable agreement associated with secondary offerings and PBFX's acquisitions from PBF LLC	(13,948		)	—			—			(13,948		)
Record allocation of noncontrolling interest upon completion of secondary offerings	39,976			(39,976		)	—			—
Issuance of additional PBFX common units	11,390			—			(11,390		)	—
Stock-based compensation	3,591			190			1,613			5,394
Exercise of PBF LLC options and warrants, net	1,692			(1,605		)	—			87
Purchase of treasury stock	(4,000		)	—			—			(4,000		)
Balance at June 30, 2015	$	1,429,252		$	110,346		$	332,786		$	1,872,384

13

PBF ENERGY INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

	PBF Energy Inc. Equity			Noncontrolling Interest in PBF LLC			Noncontrolling Interest in PBFX		Total Equity
Balance at January 1, 2014	$	654,130		$	1,061,126		$	—	$	1,715,256
Comprehensive income	98,886			128,065			2,691		229,642
Dividends and distributions	(37,302		)	(76,705		)	—		(114,007		)
Record deferred tax asset and liabilities and tax receivable agreement associated with secondary offerings	(105,783		)	—			—		(105,783		)
Record allocation of noncontrolling interest upon completion of secondary offerings	936,229			(936,229		)	—		—
Stock-based compensation	2,398			330			195		2,923
Record noncontrolling interest upon completion of the PBFX Offering	—			—			335,957		335,957
Exercise of PBF LLC options and warrants, net	—			(14		)	—		(14		)
Balance at June 30, 2014	$	1,548,558		$	176,573		$	338,843	$	2,063,974

4. INVENTORIES

Inventories consisted of the following:

June 30, 2015
	Titled Inventory			Inventory Supply and Intermediation Arrangements			Total
Crude oil and feedstocks	$	885,461		$	58,527		$	943,988
Refined products and blendstocks	536,831			349,217			886,048
Warehouse stock and other	39,322			—			39,322
	$	1,461,614		$	407,744		$	1,869,358
Lower of cost or market reserve	(470,241		)	(92,703		)	(562,944		)
Total inventories	$	991,373		$	315,041		$	1,306,414

December 31, 2014
	Titled Inventory			Inventory Supply and Intermediation Arrangements			Total
Crude oil and feedstocks	$	918,756		$	61,122		$	979,878
Refined products and blendstocks	520,308			255,459			775,767
Warehouse stock and other	36,726			—			36,726
	$	1,475,790		$	316,581		$	1,792,371
Lower of cost or market reserve	(609,774		)	(80,336		)	(690,110		)
Total inventories	$	866,016		$	236,245		$	1,102,261

Inventory under inventory supply and intermediation arrangements includes certain crude oil stored at the Company’s Delaware City refinery's storage facilities that the Company will purchase as it is consumed in

14

PBF ENERGY INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

connection with its crude supply agreement; and intermediates and light finished products sold to counterparties in connection with the intermediation agreements and stored in the Paulsboro and Delaware City refineries' storage facilities.

Due to the lower crude oil and refined product pricing environment at the end of 2014 and into the second quarter of 2015, the Company recorded adjustments to value its inventories to the lower of cost or market. During the three months ended June 30, 2015, the Company recorded an adjustment to value its inventories to the lower of cost or market which increased operating income and net income by $105,958 and $63,363, respectively, reflecting the net change in the lower of cost or market inventory reserve from $668,902 at March 31, 2015 to $562,944 at June 30, 2015. During the six months ended June 30, 2015, the Company recorded an adjustment to value its inventories to the lower of cost or market which increased operating income and net income by $127,166 and $76,045, respectively, reflecting the net change in the lower of cost or market inventory reserve from $690,110 at December 31, 2014 to $562,944 at June 30, 2015.

5. DEFERRED CHARGES AND OTHER ASSETS, NET

Deferred charges and other assets, net consisted of the following:

	June 30, 2015		December 31, 2014
Deferred turnaround costs, net	$	188,111	$	204,987
Catalyst	73,494		77,322
Deferred financing costs, net	36,749		32,280
Linefill	10,230		10,230
Restricted cash	1,500		1,521
Intangible assets, net	241		357
Other	5,877		5,972
Total deferred charges and other assets, net	$	316,202	$	332,669

6. ACCRUED EXPENSES

Accrued expenses consisted of the following:

	June 30, 2015		December 31, 2014
Inventory-related accruals	$	625,558	$	588,297
Inventory supply and intermediation arrangements	256,164		253,549
Accrued transportation costs	54,895		59,959
Excise and sales tax payable	40,022		40,444
Accrued income taxes payable	36,608		—
Accrued salaries and benefits	28,003		56,117
Accrued interest	25,362		23,014
Customer deposits	21,277		24,659
Accrued construction in progress	17,368		31,452
Accrued utilities	11,197		22,337
Other	24,072		30,964
Total accrued expenses	$	1,140,526	$	1,130,792

15

PBF ENERGY INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

The Company has the obligation to repurchase certain intermediates and finished products that are held in the Company’s refinery storage tanks at the Delaware City and Paulsboro refineries in accordance with the Inventory Intermediation Agreements with J. Aron & Company, a subsidiary of The Goldman Sachs Group, Inc. ("J. Aron"). A liability is recognized for the Inventory supply and intermediation arrangements and is recorded at market price for the J. Aron owned inventory held in the Company's storage tanks under the Inventory Intermediation Agreements, with any change in the market price being recorded in cost of sales.

The Company is subject to obligations to purchase Renewable Identification Numbers ("RINs") required to comply with the Renewable Fuels Standard. The Company's overall RINs obligation is based on a percentage of domestic shipments of on-road fuels as established by the Environmental Protection Agency ("EPA"). To the degree the Company is unable to blend the required amount of biofuels to satisfy its RINs obligation, RINs must be purchased on the open market to avoid penalties and fines. The Company records its RINs obligation on a net basis in accrued expenses when its RINs liability is greater than the amount of RINs earned and purchased in a given period and in Prepaid expenses and other current assets when the amount of RINs earned and purchased is greater than the RINs liability.

7. CREDIT FACILITIES

On April 29, 2015, PBF Rail Logistics LLC ("PBF Rail"), an indirect wholly-owned subsidiary of PBF Holding, entered into the First Amendment to Loan Agreement (as amended, the “Rail Facility”) among Credit Agricole Corporate + Investment Bank as Administrative Agent, Deutsche Bank Trust Company Americas as Collateral Agent, DVB Bank SE as Syndication Agent, ING Bank, a branch of ING-DiBa AG as Documentation Agent and certain other Continuing Lenders, as defined in the agreement. The primary purpose of the Rail Facility is to fund the acquisition by PBF Rail of coiled and insulated crude tank cars and non-coiled and non-insulated general purpose crude tank cars. The amendments to the Rail Facility include the extension of the maturity to April 29, 2017, the reduction of the total commitment from $250,000 to $150,000, and the reduction of the commitment fee on the unused portion of the Rail Facility.

On May 12, 2015, PBFX entered into an indenture among the Partnership, PBF Logistics Finance Corporation, a Delaware corporation and wholly-owned subsidiary of the Partnership ("PBF Logistics Finance," and together with the Partnership, the "Issuers"), the Guarantors named therein (certain subsidiaries of PBFX) and Deutsche Bank Trust Company Americas, as Trustee, under which the Issuers issued $350,000 in aggregate principal amount of 6.875% Senior Notes due 2023 (the "PBFX Senior Notes"). PBF LLC has provided a limited guarantee of collection of the principal amount of the PBFX Senior Notes, but is not otherwise subject to the covenants of the indenture. Of the $350,000 aggregate PBFX Senior Notes, $19,910 were purchased by certain of PBF Energy’s officers and directors and their affiliates and family members pursuant to a separate private placement transaction. After deducting offering expenses, PBFX received net proceeds of approximately $343,000 from the PBFX Senior Notes offering.

8. MARKETABLE SECURITIES

The U.S Treasury securities purchased by the Company with the proceeds from the PBFX Offering are used as collateral to secure a three-year, $300,000 term loan facility entered into by PBFX (the "PBFX Term Loan"). PBFX anticipates holding the securities for an indefinite amount of time (the securities will be rolled over as they mature). As necessary and at the discretion of PBFX, these securities are expected to be liquidated and the proceeds used to fund future capital expenditures. While PBFX does not routinely sell marketable securities prior to their scheduled maturity dates, some of PBFX's investments may be held and restricted for the purpose of funding future capital expenditures and acquisitions, so these investments are classified as available-for-sale marketable securities as they may occasionally be sold prior to their scheduled maturity dates due to the unexpected timing of cash needs. The carrying value of these marketable securities approximates fair value and are measured using Level 1 inputs. The maturities of the marketable securities range from one to three months and are classified on the balance sheet in non-current assets.

16

PBF ENERGY INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

As of June 30, 2015 and December 31, 2014, the Company held $234,249 and $234,930, respectively, in marketable securities. The gross unrecognized holding gains and losses as of June 30, 2015 and December 31, 2014 were not material. The net realized gains or losses from the sale of marketable securities were immaterial for the three and six months ended June 30, 2015 and 2014.

9. INCOME TAXES

PBF Energy files federal and applicable state corporate income tax returns and recognizes income taxes on its pre-tax income, which to date has consisted solely of its share of PBF LLC’s pre-tax income (approximately 89.9% prior to the February 2015 secondary offering and approximately 94.3% subsequent to the February 2015 secondary offering as of June 30, 2015). PBF LLC is organized as a limited liability company and PBFX is a master limited partnership, both of which are treated as "flow-through" entities for federal income tax purposes and therefore are not subject to income taxes. As a result, PBF Energy's condensed consolidated financial statements do not reflect any benefit or provision for income taxes on the pre-tax income or loss attributable to the noncontrolling interests in PBF LLC or PBFX.

The income tax provision in the PBF Energy condensed consolidated financial statements of operations consisted of the following:

	Three Months Ended   June 30,				Six Months Ended   June 30,
	2015		2014		2015		2014
Current tax expense	$	39,571	$	11,344	$	65,541	$	28,063
Deferred tax expense	50,838		2,130		74,006		35,090
Total tax expense	$	90,409	$	13,474	$	139,547	$	63,153

Income tax expense is based on income before taxes attributable to PBF Energy and excludes income before taxes attributable to noncontrolling interests as such interests are not subject to income taxes. The difference between the Company’s income tax expense and the income tax provision computed by applying the United States statutory rate and the difference between the Company’s effective income tax rate and the United States statutory rate are reconciled below:

	Three Months Ended   June 30, 2015					Three Months Ended   June 30, 2014
Provision at Federal statutory rate	$	79,177		35.0	%	$	11,947		35.0	%
Increase (decrease) attributable to flow-through of certain tax adjustments:
State income taxes (net federal income tax)	11,786			5.2	%	1,779			5.2	%
Non deductible/nontaxable items	340			0.2	%	124			0.2	%
Adjustment for manufacturer's benefit	(1,609		)	(0.7	)%	—			—	%
Rate differential from foreign jurisdictions	1,803			0.8	%	—			—	%
Other	(1,088		)	(0.5	)%	(376		)	(1.2	)%
Total	$	90,409		40.0	%	$	13,474		39.2	%

17

PBF ENERGY INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

	Six Months Ended   June 30, 2015					Six Months Ended   June 30, 2014
Provision at Federal statutory rate	$	126,938		35.0	%	$	56,440		35.0	%
Increase (decrease) attributable to flow-through of certain tax adjustments:
State income taxes (net federal income tax)	18,895			5.2	%	8,402			5.2	%
Non deductible/nontaxable items	866			0.2	%	302			0.2	%
Adjustment for manufacturer's benefit	(2,815		)	(0.8	)%	—			—	%
Rate differential from foreign jurisdictions	(3,826		)	(1.0	)%	—			—	%
Other	(511		)	(0.1	)%	(1,991		)	(1.2	)%
Total	$	139,547		38.5	%	$	63,153		39.2	%

The Company's effective income tax rate for the three and six months ended June 30, 2015, including the impact of income attributable to noncontrolling interests of $22,650 and $38,447, respectively, was 36.3% and 34.8%, respectively.The Company's effective income tax rate for the three and six months ended June 30, 2014, including the impact of income attributable to noncontrolling interests of $24,877 and $130,704, respectively, was 22.7% and 21.6%, respectively.

PBF Energy has determined there are no material uncertain tax positions as of June 30, 2015. PBF Energy does not have any unrecognized tax benefits.

10. COMMITMENTS AND CONTINGENCIES

Environmental Matters

The Company’s refineries are subject to extensive and frequently changing federal, state and local laws and regulations, including, but not limited to, those relating to the discharge of materials into the environment or that otherwise relate to the protection of the environment, waste management and the characteristics and the compositions of fuels. Compliance with existing and anticipated laws and regulations can increase the overall cost of operating the refineries, including remediation, operating costs and capital costs to construct, maintain and upgrade equipment and facilities.

In connection with the Paulsboro refinery acquisition, the Company assumed certain environmental remediation obligations. The environmental liability of $11,132 recorded as of June 30, 2015 ($10,476 as of December 31, 2014) represents the present value of expected future costs discounted at a rate of 8%. The current portion of the environmental liability is recorded in accrued expenses and the non-current portion is recorded in other long-term liabilities. As of June 30, 2015 and December 31, 2014, this liability is self-guaranteed by the Company.

In connection with the acquisition of the Delaware City assets, Valero Energy Corporation ("Valero") remains responsible for certain pre-acquisition environmental obligations up to $20,000 and the predecessor to Valero in ownership of the refinery retains other historical obligations.

In connection with the acquisition of the Delaware City assets and the Paulsboro refinery, the Company and Valero purchased ten year, $75,000 environmental insurance policies to insure against unknown environmental liabilities at each site. In connection with the Toledo refinery acquisition, Sunoco, Inc. (R&M) ("Sunoco") remains responsible for environmental remediation for conditions that existed on the closing date for twenty years from March 1, 2011, subject to certain limitations.

In 2010, New York State adopted a Low-Sulfur Heating Oil mandate that, beginning July 1, 2012, requires all heating oil sold in New York State to contain no more than 15 parts per million ("PPM") sulfur. Since July 1, 2012, other states in the Northeast market began requiring heating oil sold in their state to contain no more than 15 PPM sulfur. Currently, six Northeastern states require heating oil with 15 PPM or less sulfur. By July 1, 2016, two more

18

PBF ENERGY INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

states are expected to adopt this requirement and by July 1, 2018 most of the remaining Northeastern states (except for Pennsylvania and New Hampshire) will require heating oil with 15 PPM or less sulfur. All of the heating oil the Company currently produces meets these specifications. The mandate and other requirements do not currently have a material impact on the Company's financial position, results of operations or cash flows.

The EPA issued the final Tier 3 Gasoline standards on March 3, 2014 under the Clean Air Act. This final rule establishes more stringent vehicle emission standards and further reduces the sulfur content of gasoline starting in January of 2017.  The new standard is set at 10 PPM sulfur in gasoline on an annual average basis starting January 1, 2017, with a credit trading program to provide compliance flexibility. The EPA responded to industry comments on the proposed rule and maintained the per gallon sulfur cap on gasoline at the existing 80 PPM cap. The standards set by the new rule are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

The EPA was required to release the final annual standards for the Reformulated Fuels Standard ("RFS") for 2014 no later than Nov 29, 2013 and for 2015 no later than Nov 29, 2014. The EPA did not meet these requirements but did release proposed standards for 2014. The EPA did not finalize this proposal in 2014. However, in May 2015, the EPA re-proposed annual standards for RFS 2 for 2014, and proposed new standards for 2015 and 2016 and biomass-based diesel volumes for 2017. The EPA is proposing volume requirements in the annual standards which, while below the volumes originally set by Congress, would increase renewable fuel use in the U.S. above historical levels and provide for steady growth over time. The EPA is also proposing to increase the required volume of biomass-based diesel in 2015, 2016, and 2017 while maintaining the opportunity for growth in other advanced biofuels. The EPA has solicited comments on the proposed annual standards and held public hearings on June 25, 2015. Final action on this proposal is expected by November 30, 2015. If they are issued, the final standards may have a material impact on the Company's cost of compliance with RFS 2.

On September 12, 2012, the EPA issued final amendments to the New Source Performance Standards ("NSPS") for petroleum refineries, including standards for emissions of nitrogen oxides from process heaters and work practice standards and monitoring requirements for flares.  The Company has evaluated the impact of the regulation and amended standards on its refinery operations and currently does not expect the cost to comply to be material.

In addition, the EPA published a Final Rule to the Clean Water Act ("CWA") Section 316(b) in August 2014 regarding cooling water intake structures which includes requirements for petroleum refineries. The purpose of this rule is to prevent fish from being trapped against cooling water intake screens (impingement) and to prevent fish from being drawn through cooling water systems (entrainment). Facilities will be required to implement Best Technology Available (BTA) as soon as possible, but state agencies have the discretion to establish implementation time lines. The Company continues to evaluate the impact of this regulation, and at this time does not anticipate it having a material impact on the Company’s financial position, results of operations or cash flows.

The Delaware City Rail Terminal and DCR West Rack are collocated with the Delaware City refinery, and are located in Delaware's coastal zone where certain activities are regulated under the Delaware Coastal Zone act. On June 14, 2013, two administrative appeals were filed by the Sierra Club and Delaware Audubon (collectively the "Appellants") regarding an air permit Delaware City Refining obtained to allow loading of crude oil onto barges. The appeals allege that both the loading of crude oil onto barges and the operation of the Delaware City Rail Terminal violate Delaware’s Coastal Zone Act. The first appeal is Number 2013-1 before the State Coastal Zone Industrial Control Board (the “CZ Board”), and the second appeal is before the Environmental Appeals Board (the "EAB") and appeals Secretary’s Order No. 2013-A-0020. The CZ Board held a hearing on the first appeal on July 16, 2013, and ruled in favor of Delaware City Refining and the State of Delaware and dismissed the Appellants’ appeal for lack of standing. The Appellants appealed that decision to the Delaware Superior Court, New Castle County, Case No. N13A-09-001 ALR, and Delaware City Refining and the State of Delaware filed cross-appeals. A hearing on the second appeal before the EAB, case no. 2013-06, was held on January 13, 2014, and the EAB ruled in favor of Delaware City Refining and the State and dismissed the appeal for lack of jurisdiction. The Appellants also filed a Notice of Appeal with the Superior Court appealing the EAB’s decision. On March 31, 2015 the Superior Court affirmed the decisions by both the CZ Board and the EAB stating they both lacked jurisdiction to rule on the Appellants' appeal. The Appellants have appealed to the Delaware Supreme Court and

19

PBF ENERGY INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

briefing on the case is scheduled to continue into the third quarter of 2015. If the Appellants in one or both of these matters ultimately prevail, the outcome may have a material adverse effect on the Company's financial condition, results of operations and cash flows.

The Company is also currently subject to certain other existing environmental claims and proceedings. The Company believes that there is only a remote possibility that future costs related to any of these other known contingent liability exposures would have a material impact on its financial position, results of operations or cash flows.

PBF LLC Limited Liability Company Agreement

The holders of limited liability company interests in PBF LLC, including PBF Energy, generally have to include for purposes of calculating their U.S. federal, state and local income taxes their share of any taxable income of PBF LLC, regardless of whether such holders receive cash distributions from PBF LLC. PBF Energy ultimately may not receive cash distributions from PBF LLC equal to its share of such taxable income or even equal to the actual tax due with respect to that income. For example, PBF LLC is required to include in taxable income PBF LLC’s allocable share of PBFX’s taxable income and gains (such share to be determined pursuant to the partnership agreement of PBFX), regardless of the amount of cash distributions received by PBF LLC from PBFX, and such taxable income and gains will flow-through to PBF Energy to the extent of its allocable share of the taxable income of PBF LLC. As a result, at certain times, the amount of cash otherwise ultimately available to PBF Energy on account of its indirect interest in PBFX may not be sufficient for PBF Energy to pay the amount of taxes it will owe on account of its indirect interests in PBFX.

Taxable income of PBF LLC generally is allocated to the holders of PBF LLC units (including PBF Energy) pro-rata in accordance with their respective share of the net profits and net losses of PBF LLC. In general, PBF LLC is required to make periodic tax distributions to the members of PBF LLC, including PBF Energy, pro-rata in accordance with their respective percentage interests for such period (as determined under the amended and restated limited liability company agreement of PBF LLC), subject to available cash and applicable law and contractual restrictions (including pursuant to our debt instruments) and based on certain assumptions. Generally, these tax distributions are required to be in an amount equal to our estimate of the taxable income of PBF LLC for the year multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, state and local income tax rate prescribed for an individual or corporate resident in New York, New York (taking into account the nondeductibility of certain expenses). If, with respect to any given calendar year, the aggregate periodic tax distributions were less than the actual taxable income of PBF LLC multiplied by the assumed tax rate, PBF LLC is required to make a “true up” tax distribution, no later than March 15 of the following year, equal to such difference, subject to the available cash and borrowings of PBF LLC. PBF LLC obtains funding to pay its tax distributions by causing PBF Holding to distribute cash to PBF LLC and from distributions it receives from PBFX.

Tax Receivable Agreement

PBF Energy entered into a tax receivable agreement with the PBF LLC Series A and PBF LLC Series B Unit holders (the “Tax Receivable Agreement”) that provides for the payment by PBF Energy to such persons of an amount equal to 85% of the amount of the benefits, if any, that PBF Energy is deemed to realize as a result of (i) increases in tax basis, as described below, and (ii) certain other tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement. For purposes of the Tax Receivable Agreement, the benefits deemed realized by PBF Energy will be computed by comparing the actual income tax liability of PBF Energy (calculated with certain assumptions) to the amount of such taxes that PBF Energy would have been required to pay had there been no increase to the tax basis of the assets of PBF LLC as a result of purchases or exchanges of PBF LLC Series A Units for shares of PBF Energy's Class A common stock and had PBF Energy not entered into the Tax Receivable Agreement. The term of the Tax Receivable Agreement will continue until all such tax benefits have been utilized or expired unless: (i) PBF Energy exercises its right to terminate the Tax Receivable Agreement, (ii) PBF Energy breaches any of its material obligations under the Tax Receivable Agreement or (iii) certain changes of control occur, in which case all

20

PBF ENERGY INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

obligations under the Tax Receivable Agreement will generally be accelerated and due as calculated under certain assumptions.

The payment obligations under the Tax Receivable Agreement are obligations of PBF Energy and not of PBF LLC, PBF Holding or PBFX. In general, PBF Energy expects to obtain funding for these annual payments from PBF LLC, primarily through tax distributions, which PBF LLC makes on a pro-rata basis to its owners. Such owners include PBF Energy, which holds a 94.3% interest in PBF LLC as of June 30, 2015 (89.9% as of December 31, 2014). PBF LLC obtains funding to pay its tax distributions by causing PBF Holding to distribute cash to PBF LLC and from distributions it receives from PBFX.

As of June 30, 2015, the Company has recognized a liability for the tax receivable agreement of $737,374 ($712,727 as of December 31, 2014) reflecting the estimate of the undiscounted amounts that the Company expects to pay under the agreement.

11. DIVIDENDS AND DISTRIBUTIONS

With respect to dividends and distributions paid during the six months ended June 30, 2015, PBF LLC made aggregate non-tax quarterly distributions of $0.60 per unit to its members, of which $51,545 was distributed prorata to PBF Energy and the balance was distributed to its other members. PBF Energy used this $51,545 to pay quarterly cash dividends of $0.30 per share of Class A common stock on March 10, 2015 and May 27, 2015. In addition, during the six months ended June 30, 2015, PBF LLC made aggregate tax distributions to its members of $91,893, of which $86,778 were made to PBF Energy.

With respect to distributions paid during the six months ended June 30, 2015, PBFX paid a distribution on outstanding common and subordinated units of $0.33 per unit on March 4, 2015 and $0.35 per unit on May 29, 2015, for a total distribution of $22,911, of which $11,878 was distributed to PBF LLC and the balance was distributed to its public unit holders.

12. TREASURY STOCK

On August 19, 2014, the Company's Board of Directors authorized the repurchase of up to $200,000 of the Company's Class A common stock (the "Repurchase Program"). On October 29, 2014, the Company's Board of Directors approved an additional $100,000 increase to the existing Repurchase Program. As of June 30, 2015, the Company has purchased approximately 5.91 million shares of the Company's Class A common stock through open market transactions under the Repurchase Program, for a total of $146,731. During the three and six months ended June 30, 2015, the Company repurchased 124,589 and 142,284 shares, respectively, for $3,593 and $4,000, respectively.

The following table summarizes the Company's Class A common stock repurchase activity under the Repurchase Program:

	Number of shares purchased (1)	Cost of purchased shares
Shares purchased as of December 31, 2014	5,765,946	$	142,731
Shares purchased during the six months ended June 30, 2015	142,284	4,000
Shares purchased as of June 30, 2015	5,908,230	$	146,731
__________
(1) - The shares purchased include only those shares that have settled as of the period end date.

These repurchases may be made from time to time through various methods, including open market transactions, block trades, accelerated share repurchases, privately negotiated transactions or otherwise, certain of which may be effected through Rule 10b5-1 and Rule 10b-18 plans. The timing and number of shares repurchased will depend on a variety of factors, including price, capital availability, legal requirements and economic and market conditions.

21

PBF ENERGY INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

The Company is not obligated to purchase any shares under the Repurchase Program, and repurchases may be suspended or discontinued at any time without prior notice.

As of June 30, 2015, the Company has the ability to purchase an additional $153,269 in common stock under the approved Repurchase Program.

13. EMPLOYEE BENEFIT PLANS

The components of net periodic benefit cost related to the Company’s defined benefit plans consisted of the following:

	Three Months Ended   June 30,						Six Months Ended   June 30,
Pension Benefits	2015			2014			2015			2014
Components of net periodic benefit cost:
Service cost	$	5,789		$	4,851		$	11,579		$	9,142
Interest cost	707			601			1,416			1,171
Expected return on plan assets	(829		)	(539		)	(1,659		)	(1,063		)
Amortization of prior service costs	13			10			26			12
Amortization of loss	311			258			622			480
Net periodic benefit cost	$	5,991		$	5,181		$	11,984		$	9,742

	Three Months Ended   June 30,				Six Months Ended   June 30,
Post Retirement Medical Plan	2015		2014		2015		2014
Components of net periodic benefit cost:
Service cost	$	244	$	300	$	488	$	478
Interest cost	134		135		269		228
Amortization of prior service costs	76		75		152		55
Amortization of loss (gain)	—		1		—		(4		)
Net periodic benefit cost	$	454	$	511	$	909	$	757

14. FAIR VALUE MEASUREMENTS

The tables below present information about the Company's financial assets and liabilities measured and recorded at fair value on a recurring basis and indicate the fair value hierarchy of the inputs utilized to determine the fair values as of June 30, 2015 and December 31, 2014.

We have elected to offset the fair value amounts recognized for multiple derivative contracts executed with the same counterparty; however, fair value amounts by hierarchy level are presented on a gross basis in the tables below. We have posted cash margin with various counterparties to support hedging and trading activities. The cash margin posted is required by counterparties as collateral deposits and cannot be offset against the fair value of open contracts except in the event of default. We have no derivative contracts that are subject to master netting arrangements that are reflected gross on the balance sheet.

22

PBF ENERGY INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

	As of June 30, 2015
	Fair Value Hierarchy						Total Gross Fair Value		Effect of Counter-party Netting		Net Carrying Value on Balance Sheet
	Level 1		Level 2		Level 3
Assets:
Money market funds	$	365,371	$	—	$	—	$	365,371	N/A		$	365,371
Marketable securities	234,249		—		—		234,249		N/A		234,249
Non-qualified pension plan assets	5,398		—		—		5,398		N/A		5,398
Commodity contracts	65,997		14,814		2,564		83,375		(66,126	)	17,249
Derivatives included with intermediation agreement obligations	—		10,260		—		10,260		—		10,260
Liabilities:
Commodity contracts	59,827		7,050		659		67,536		(66,126	)	1,410
Catalyst lease obligations	—		32,571		—		32,571		—		32,571
Derivatives included with inventory supply arrangement obligations	—		378		—		378		—		378

	As of December 31, 2014
	Fair Value Hierarchy						Total Gross Fair Value		Effect of Counter-party Netting		Net Carrying Value on Balance Sheet
	Level 1		Level 2		Level 3
Assets:
Money market funds	$	5,575	$	—	$	—	$	5,575	N/A		$	5,575
Marketable securities	234,930		—		—		234,930		N/A		234,930
Non-qualified pension plan assets	5,494		—		—		5,494		N/A		5,494
Commodity contracts	415,023		12,093		1,715		428,831		(397,676	)	31,155
Derivatives included with inventory intermediation agreement obligations	—		94,834		—		94,834		—		94,834
Derivatives included with inventory supply arrangement obligations	—		4,251		—		4,251		—		4,251
Liabilities:
Commodity contracts	390,144		7,338		194		397,676		(397,676	)	—
Catalyst lease obligations	—		36,559		—		36,559		—		36,559

23

PBF ENERGY INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

The valuation methods used to measure financial instruments at fair value are as follows:

• Money market funds categorized in Level 1 of the fair value hierarchy are measured at fair value based on quoted market prices and included within cash and cash equivalents.

• Marketable securities, consisting primarily of US Treasury securities, categorized in Level 1 of the fair value hierarchy are measured at fair value based on quoted market prices.

• Non-qualified pension plan assets categorized in Level 1 of the fair value hierarchy are measured at fair value using a market approach based on published net asset values of mutual funds and included within Deferred charges and other assets, net.

• The commodity contracts categorized in Level 1 of the fair value hierarchy are measured at fair value based on quoted prices in an active market. The commodity contracts categorized in Level 2 of the fair value hierarchy are measured at fair value using a market approach based upon future commodity prices for similar instruments quoted in active markets.

• The commodity contracts categorized in Level 3 of the fair value hierarchy consist ofcommodity price swap contracts that relate to forecasted purchases of crude oil for which quoted forward market prices are not readily available due to market illiquidity. The forward prices used to value these swaps were derived using broker quotes, prices from other third party sources and other available market based data.

• The derivatives included with inventory supply arrangement obligations, derivatives included with inventory intermediation agreement obligations and the catalyst lease obligations are categorized in Level 2 of the fair value hierarchy and are measured at fair value using a market approach based upon commodity prices for similar instruments quoted in active markets.

The table below summarizes the changes in fair value measurements categorized in Level 3 of the fair value hierarchy:

	Three Months Ended   June 30,						Six Months Ended   June 30,
	2015			2014			2015			2014
Balance at beginning of period	$	9,678		$	(3,751	)	$	1,521		$	(23,365	)
Purchases	—			—			—			—
Settlements	(10,111		)	4,972			(11,311		)	3,667
Unrealized gain included in earnings	2,338			1,468			11,695			22,387
Transfers into Level 3	—			—			—			—
Transfers out of Level 3	—			—			—			—
Balance at end of period	$	1,905		$	2,689		$	1,905		$	2,689

There were no transfers between levels during the three and six months ended June 30, 2015 and 2014, respectively.

24

PBF ENERGY INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

Fair value of debt

The table below summarizes the fair value and carrying value of debt as of June 30, 2015 and December 31, 2014.

	June 30, 2015				December 31, 2014
	Carrying value		Fair  value		Carrying  value		Fair value
Senior Secured Notes (a)	$	669,070	$	687,850	$	668,520	$	675,580
PBFX Senior Notes (a)	350,000		350,000		—		—
PBFX Term Loan (b)	234,200		234,200		234,900		234,900
Rail Facility (b)	43,393		43,393		37,270		37,270
PBFX Revolving Credit Facility (b)	24,500		24,500		275,100		275,100
Revolving Loan (b)	—		—		—		—
Catalyst leases (c)	32,571		32,571		36,559		36,559
	1,353,734		1,372,514		1,252,349		1,259,409
Less - Current maturities	—		—		—		—
Long-term debt	$	1,353,734	$	1,372,514	$	1,252,349	$	1,259,409

(a) The estimated fair value, categorized as a Level 2 measurement, was calculated based on the present value of future expected payments utilizing implied current market interest rates based on quoted prices of the Senior Secured Notes and the PBFX Senior Notes.

(b) The estimated fair value approximates carrying value, categorized as a Level 2 measurement, as these borrowings bear interest based upon short-term floating market interest rates.

(c) Catalyst leases are valued using a market approach based upon commodity prices for similar instruments quoted in active markets and are categorized as a Level 2 measurement. The Company has elected the fair value option for accounting for its catalyst lease repurchase obligations as the Company's liability is directly impacted by the change in fair value of the underlying catalyst.

15. DERIVATIVES

The Company uses derivative instruments to mitigate certain exposures to commodity price risk. The Company’s crude supply agreement contains purchase obligations for certain volumes of crude oil and other feedstocks. In addition, the Company entered into Inventory Intermediation Agreements commencing in July 2013 that contain purchase obligations for certain volumes of intermediates and refined products. The purchase obligations related to crude oil, feedstocks, intermediates and refined products under these agreements are derivative instruments that have been designated as fair value hedges in order to hedge the commodity price volatility of certain refinery inventory. The fair value of these purchase obligation derivatives is based on market prices of the underlying crude oil and refined products. The level of activity for these derivatives is based on the level of operating inventories.

As of June 30, 2015, there were 549,182 barrels of crude oil and feedstocks (662,579 barrels at December 31, 2014) outstanding under these derivative instruments designated as fair value hedges and no barrels (no barrels at December 31, 2014) outstanding under these derivative instruments not designated as hedges. As of June 30, 2015, there were 3,118,578 barrels of intermediates and refined products (3,106,325 barrels at December 31, 2014) outstanding under these derivative instruments designated as fair value hedges and no barrels (no barrels at December 31, 2014) outstanding under these derivative instruments not designated as hedges. These volumes represent the notional value of the contract.

The Company also enters into economic hedges primarily consisting of commodity derivative contracts that are not designated as hedges and are used to manage price volatility in certain crude oil and feedstock inventories as

25

PBF ENERGY INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

well as crude oil, feedstock, and refined product sales or purchases. The objective in entering into economic hedges is consistent with the objectives discussed above for fair value hedges. As of June 30, 2015, there were 39,100,000 barrels of crude oil and 2,464,000 barrels of refined products (47,339,000 and 1,970,871, respectively, as of December 31, 2014), outstanding under short and long term commodity derivative contracts not designated as hedges representing the notional value of the contracts.

The following tables provide information about the fair values of these derivative instruments as of June 30, 2015 and December 31, 2014 and the line items in the consolidated balance sheet in which the fair values are reflected.

Description	Balance Sheet Location	Fair Value Asset/(Liability)
Derivatives designated as hedging instruments:
June 30, 2015:
Derivatives included with inventory supply arrangement obligations	Accrued expenses	$	(378	)
Derivatives included with the intermediation agreement obligations	Accrued expenses	$	10,260
December 31, 2014
Derivatives included with inventory supply arrangement obligations	Accrued expenses	$	4,251
Derivatives included with the intermediation agreement obligations	Accrued expenses	$	94,834
Derivatives not designated as hedging instruments:
June 30, 2015:
Commodity contracts	Accounts receivable	$	17,249
Commodity contracts	Accrued expenses	$	(1,410	)
December 31, 2014
Commodity contracts	Accounts receivable	$	31,155

26

PBF ENERGY INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

The following tables provide information about the gain or loss recognized in income on these derivative instruments and the line items in the consolidated financial statements in which such gains and losses are reflected.

Description	Location of Gain or (Loss) Recognized in  Income on Derivatives	Gain or (Loss) Recognized in Income on Derivatives
Derivatives designated as hedging instruments:
For the three months ended June 30, 2015:
Derivatives included with inventory supply arrangement obligations	Cost of sales	$	(1,808	)
Derivatives included with the intermediation agreement obligations	Cost of sales	$	(20,888	)
For the three months ended June 30, 2014:
Derivatives included with inventory supply arrangement obligations	Cost of sales	$	(3,719	)
Derivatives included with the intermediation agreement obligations	Cost of sales	$	(5,770	)
For the six months ended June 30, 2015:
Derivatives included with inventory supply arrangement obligations	Cost of sales	$	(4,629	)
Derivatives included with the intermediation agreement obligations	Cost of sales	$	(84,574	)
For the six months ended June 30, 2014:
Derivatives included with inventory supply arrangement obligations	Cost of sales	$	(1,069	)
Derivatives included with the intermediation agreement obligations	Cost of sales	$	9,042
Derivatives not designated as hedging instruments:
For the three months ended June 30, 2015:
Commodity contracts	Cost of sales	$	(3,969	)
For the three months ended June 30, 2014:
Commodity contracts	Cost of sales	$	(41,119	)
For the six months ended June 30, 2015:
Commodity contracts	Cost of sales	$	(45,097	)
For the six months ended June 30, 2014:
Commodity contracts	Cost of sales	$	31,278
Hedged items designated in fair value hedges:
For the three months ended June 30, 2015:
Crude oil and feedstock inventory	Cost of sales	$	1,808
Intermediate and refined product inventory	Cost of sales	$	20,888
For the three months ended June 30, 2014:
Crude oil and feedstock inventory	Cost of sales	$	3,719
Intermediate and refined product inventory	Cost of sales	$	5,770
For the six months ended June 30, 2015:
Crude oil and feedstock inventory	Cost of sales	$	4,629
Intermediate and refined product inventory	Cost of sales	$	84,574
For the six months ended June 30, 2014:
Crude oil and feedstock inventory	Cost of sales	$	1,069
Intermediate and refined product inventory	Cost of sales	$	(9,042	)

The Company had no ineffectiveness related to the Company's fair value hedges for the three and six months ended June 30, 2015 and 2014.

27

PBF ENERGY INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

16. SEGMENT INFORMATION

The Company's operations are organized into two reportable segments, Refining and Logistics. Operations that are not included in the Refining and Logistics segments are included in Corporate. Intersegment transactions are eliminated in the consolidated financial statements and are included in Eliminations.

Refining

The Company 's Refining Segment includes the operations of its three refineries which are located in Toledo, Ohio, Delaware City, Delaware and Paulsboro, New Jersey. The refineries produce unbranded transportation fuels, heating oil, petrochemical feedstocks, lubricants and other petroleum products in the United States. The Company purchases crude oil, other feedstocks and blending components from various third-party suppliers. The Company sells products throughout the Northeast and Midwest of the United States, as well as in other regions of the United States and Canada, and is able to ship products to other international destinations. The refineries have a combined processing capacity, known as throughput, of approximately 540,000 barrels per day ("bpd"), and a weighted-average Nelson Complexity Index of 11.3.

Logistics

The Company formed PBFX, a publicly traded master limited partnership, to own or lease, operate, develop and acquire crude oil and refined petroleum products terminals, pipelines, storage facilities and similar logistics assets. PBFX's assets consist of (i) a rail terminal which has a double loop track and ancillary pumping and unloading equipment located at the Delaware City refinery with an unloading capacity of approximately 130,000 bpd; (ii) a truck terminal comprised of six lease automatic custody transfer units accepting crude oil deliveries by truck located at the Toledo refinery designed for total throughput capacity of up to approximately 22,500 bpd; (iii) a heavy crude rail unloading rack located at the Delaware City refinery with an unloading capacity of at least 40,000 bpd; (iv) a tank farm with aggregate storage capacity of approximately 3.9 million barrels, including a propane storage and loading facility with throughput capacity of 11,000 bpd at the Toledo Refinery; (v) a 23.4 mile 16-inch interstate petroleum products pipeline with capacity in excess of 125,000 bpd at the Delaware City refinery and; (vi) a 15-lane, 76,000 bpd capacity truck loading rack utilized to distribute gasoline, distillates and liquefied petroleum gas at the Delaware City refinery. PBFX provides various rail and truck terminaling services, pipeline transportation services and storage services to PBF Holding and/or its subsidiaries through long-term commercial agreements. PBFX currently does not generate third party revenue and as such intersegment related revenues are eliminated in consolidation. Prior to the PBFX Offering, PBFX's assets were operated within the refining operations of the Company's Delaware City and Toledo refineries. The assets did not generate third party revenue and were not considered to be a separate reportable segment.

The Company evaluates the performance of its segments based primarily on income from operations. Income from operations includes those revenues and expenses that are directly attributable to management of the respective segment. The Logistics segment's revenues include inter-segment transactions with the Company's Refining segment at prices the Company believes are substantially equivalent to the prices that could have been negotiated with unaffiliated parties with respect to similar services. Activities of the Company's business that are not included in the two operating segments are included in Corporate. Such activities consist primarily of corporate staff operations and other items that are not specific to the normal operations of the two operating segments. The Company does not allocate certain items of other income and expense, including income taxes, to the individual segments. The Refinery segment's operating subsidiaries and PBFX are primarily pass-through entities with respect to income taxes.

Disclosures regarding our reportable segments with reconciliations to consolidated totals for the three and six months ended June 30, 2015 and June 30, 2014 are presented below. The Logistics segment's results include financial information of the predecessor of PBFX for periods prior to May 13, 2014, and the financial information of PBFX for the period beginning May 14, 2014, the completion date of the PBFX Offering. In connection with the contribution by PBF LLC of the DCR West Rack, the Toledo Storage Facility and the Delaware City Products Pipeline and Truck Rack, the accompanying segment information has been retrospectively adjusted to include the

28

PBF ENERGY INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

historical results of the DCR West Rack, Toledo Storage Facility and the Delaware City Products Pipeline and Truck Rack for all periods presented prior to such contributions.

Prior to the PBFX Offering, the Company did not operate the PBFX assets independent of the Refining segment. Total assets of each segment consist of net property, plant and equipment, inventories, cash and cash equivalents, accounts receivables and other assets directly associated with the segment’s operations. Corporate assets consist primarily of deferred tax assets, property, plant and equipment and other assets not directly related to our refinery and logistic operations.

	Three Months Ended June 30, 2015
	Refining		Logistics		Corporate			Eliminations			Consolidated Total
Revenues	$	3,550,664	$	34,868	$	—		$	(34,868	)	$	3,550,664
Depreciation and amortization expense	44,421		1,637		2,504			—			48,562
Income (loss) from operations	287,442		24,734		(38,380		)	—			273,796
Interest expense, net	4,575		4,930		17,371			—			26,876
Capital expenditures	126,107		144		425			—			126,676

	Three Months Ended June 30, 2014
	Refining		Logistics		Corporate			Eliminations			Consolidated Total
Revenues	$	5,301,709	$	10,168	$	—		$	(10,168	)	$	5,301,709
Depreciation and amortization expense	30,452		868		3,342			—			34,662
Income (loss) from operations	120,413		2,874		(35,437		)	—			87,850
Interest expense, net	7,617		358		18,227			—			26,202
Capital expenditures	64,916		16,673		887			—			82,476

	Six Months Ended June 30, 2015
	Refining		Logistics		Corporate			Eliminations			Consolidated Total
Revenues	$	6,545,800	$	67,713	$	—		$	(67,713	)	$	6,545,800
Depreciation and amortization expense	87,451		3,270		5,547			—			96,268
Income (loss) from operations	476,081		44,450		(74,325		)	—			446,206
Interest expense, net	9,290		6,885		32,893			—			49,068
Capital expenditures	250,575		220		1,610			—			252,405

	Six Months Ended June 30, 2014
	Refining		Logistics			Corporate			Eliminations			Consolidated Total
Revenues	$	10,048,152	$	12,350		$	—		$	(12,350	)	$	10,048,152
Depreciation and amortization expense	59,326		1,729			6,822			—			67,877
Income (loss) from operations	424,865		(1,450		)	(75,358		)	—			348,057
Interest expense, net	15,087		356			36,014			—			51,457
Capital expenditures	140,361		26,119			6,408			—			172,888

	Balance at June 30, 2015
	Refining		Logistics		Corporate		Eliminations			Consolidated Total
Total assets	$	4,577,878	$	417,776	$	568,301	$	(20,333	)	$	5,543,622

	Balance at December 31, 2014
	Refining		Logistics		Corporate		Eliminations			Consolidated Total
Total assets	$	4,313,806	$	410,141	$	483,971	$	(11,630	)	$	5,196,288

29

PBF ENERGY INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

17. NET INCOME PER SHARE OF PBF ENERGY

The following table sets forth the computation of basic and diluted net income per Class A common share attributable to PBF Energy:

	Three Months Ended   June 30,					Six Months Ended   June 30,
Basic Earnings Per Share:	2015			2014		2015			2014
Numerator for basic net income per Class A common share net income attributable to PBF Energy	$	135,810		$	20,959	$	223,132		$	98,404
Denominator for basic net income per Class A common share-weighted average shares	86,036,809			72,439,760		85,175,066			63,354,285
Basic net income attributable to PBF Energy per Class A common share	$	1.58		$	0.29	$	2.62		$	1.55
Diluted Earnings Per Share:
Numerator:
Net income attributable to PBF Energy	$	135,810		$	20,959	$	223,132		$	98,404
Plus: Net income attributable to noncontrolling interest (1)	13,432			—		21,220			—
Less: Income tax on net income attributable to noncontrolling interest (1)	(5,400		)	—		(8,530		)	—
Numerator for diluted net income per Class A common share net income attributable to PBF Energy (1)	$	143,842		$	20,959	$	235,822		$	98,404
Denominator(1):
Denominator for basic net income per Class A common share-weighted average shares	86,036,809			72,439,760		85,175,066			63,354,285
Effect of dilutive securities:
Conversion of PBF LLC Series A Units	5,129,114			—		5,980,462			—
Common stock equivalents (2)	493,983			567,396		499,553			543,427
Denominator for diluted net income per common share-adjusted weighted average shares	91,659,906			73,007,156		91,655,081			63,897,712
Diluted net income attributable to PBF Energy per Class A common share	$	1.57		$	0.29	$	2.57		$	1.54
__________

(1) The diluted earnings per share calculation for the three and six months ended June 30, 2015 assumes the conversion of all outstanding PBF LLC Series A Units to Class A common stock of PBF Energy. The net income attributable to PBF Energy, used in the numerator of the diluted earnings per share calculation is adjusted to reflect the net income, as well as the corresponding income tax (based on a 40.2% statutory tax rate) attributable to the converted units. During the three and six months ended June 30, 2014, the potential conversion of 24,444,643 and 33,525,376 PBF LLC Series A Units, respectively, into PBF Energy Class A common stock were excluded from the denominator in computing diluted net income per share because including them would have had an anti-dilutive effect. As the potential conversion of the PBF LLC Series A Units were not included, the numerator used in the calculation of diluted net income per share was equal to the numerator used in the calculation of basic net income per share and does not include the net income and income tax attributable to the net income associated with the potential conversion of the PBF LLC Series A Units.

30

PBF ENERGY INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT SHARE, UNIT, PER SHARE, PER UNIT AND BARREL DATA)

(2) Represents an adjustment to weighted-average diluted shares outstanding to assume the full exchange of common stock equivalents, including options and warrants for PBF LLC Series A Units and options for shares of PBF Energy Class A common stock as calculated under the treasury stock method. Common stock equivalents excludes the effects of options to purchase 2,874,500 and 2,874,500 shares of PBF Energy Class A common stock because they are anti-dilutive for the three and six months ended June 30, 2015, respectively. Common stock equivalents excluded the effects of options to purchase 1,867,500 and 1,952,500 shares of PBF Energy Class A common stock because they are anti-dilutive for the three and six months ended June 30, 2014, respectively.

18. SUBSEQUENT EVENTS

Dividend Declared

On July 30, 2015, the Company's Board of Directors declared a dividend of $0.30 per share on outstanding Class A common stock. The dividend is payable on August 25, 2015 to Class A common stockholders of record at the close of business on August 10, 2015.

PBFX Distributions

On July 30, 2015, the Board of Directors of PBF GP declared a distribution of $0.37 per unit on outstanding common and subordinated units of PBFX. The distribution is payable on August 31, 2015 to PBFX unit holders of record at the close of business on August 14, 2015.

31

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the audited financial statements of PBF Energy Inc. included in the Annual Report on Form 10-K for the year ended December 31, 2014 and the unaudited financial statements and related notes included in this report. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of a number of factors. We caution that assumptions, expectations, projections, intentions or beliefs about future events may, and often do, vary from actual results and the differences can be material. Please see “Cautionary Note Regarding Forward-Looking Statements.”

Unless the context indicates otherwise, the terms “we,” “us,” and “our” refer to PBF Energy and its consolidated subsidiaries, including PBF LLC, PBF Holding and its subsidiaries and PBFX and its subsidiaries. 

Overview

We are one of the largest independent petroleum refiners and suppliers of unbranded transportation fuels, heating oil, petrochemical feedstocks, lubricants and other petroleum products in the United States. We sell our products throughout the Northeast and Midwest of the United States, as well as in other regions of the United States and Canada, and are able to ship products to other international destinations. We were formed in 2008 to pursue acquisitions of crude oil refineries and downstream assets in North America. We currently own and operate three domestic oil refineries and related assets, which we acquired in 2010 and 2011. Our refineries have a combined processing capacity, known as throughput, of approximately 540,000 barrels per day ("bpd"), and a weighted-average Nelson Complexity Index of 11.3.

Our three refineries are located in Toledo, Ohio, Delaware City, Delaware and Paulsboro, New Jersey. Our Mid-Continent refinery at Toledo processes light, sweet crude, has a throughput capacity of 170,000 bpd and a Nelson Complexity Index of 9.2. The majority of Toledo’s WTI-based crude is delivered via pipelines that originate in both Canada and the United States. Since our acquisition of Toledo in 2011, we have added additional truck and rail crude unloading capabilities that provide feedstock sourcing flexibility for the refinery and enables Toledo to run a more cost-advantaged crude slate. Our East Coast refineries at Delaware City and Paulsboro have a combined refining capacity of 370,000 bpd and Nelson Complexity Indices of 11.3 and 13.2, respectively. These high-conversion refineries process primarily medium and heavy, sour crudes and have historically received the bulk of their feedstock via ships and barges on the Delaware River.

Since our acquisition of the Delaware City refinery, we expanded and upgraded the existing on-site railroad infrastructure, including the expansion of the crude rail unloading facilities. Currently, crude delivered by rail to this facility is consumed at our Delaware City refinery. We also transport some of the crude delivered by rail from Delaware City via barge to our Paulsboro refinery or other third party destinations. In 2014 we completed a project to expand the Delaware City heavy crude rail unloading terminal capability at the refinery from 40,000 bpd to 80,000 bpd and added additional unloading spots to the dual-loop track light crude rail unloading facility, which has increased its unloading capability from 105,000 bpd to 130,000 bpd. These projects bring total rail crude unloading capability up to 210,000 bpd, subject to the delivery of coiled and insulated railcars, the development of crude rail loading infrastructure in Canada and the use of unit trains. The Delaware City rail unloading facilities, including the facilities now owned by PBFX, allows our East Coast refineries to source West Texas Intermediate ("WTI") price-based crude oils from Western Canada and the Mid-Continent, which we believe at times may provide cost advantages versus traditional Brent based international crudes.

As of June 30, 2015, we owned 85,922,092 PBF LLC Series C Units and our executive officers and directors and certain employees and others held 5,147,838 PBF LLC Series A Units (we refer to all of the holders of the PBF LLC Series A Units as “the members of PBF LLC other than PBF Energy”). As a result, the holders of our issued and outstanding shares of our Class A common stock have approximately 94.3% of the voting power in us, and the members of PBF LLC other than PBF Energy through their holdings of Class B common stock have approximately 5.7% of the voting power in us.

32

Business Developments

On May 29, 2015, PBF Holding entered into amended and restated inventory intermediation agreements (the "A&R Intermediation Agreements") with J. Aron & Company ("J. Aron") pursuant to which certain terms of the existing inventory intermediation agreements were amended, including, among other things, pricing and an extension of the term for a period of two years from the original expiry date of July 1, 2015, subject to certain early termination rights. In addition, the A&R Intermediation Agreements include one-year renewal clauses by mutual consent of both parties.

Pursuant to each A&R Intermediation Agreement, J. Aron will continue to purchase and hold title to certain of the intermediate and finished products (the "Products") produced by the Paulsboro and Delaware City refineries (the "Refineries"), respectively, and delivered into tanks at the Refineries. Furthermore, J. Aron agrees to sell the Products back to PRC and DCR as the Products are discharged out of the Refineries' tanks. J. Aron has the right to store the Products purchased in tanks under the A&R Intermediation Agreements and will retain these storage rights for the term of the agreements. PBF Holding will continue to market and sell the Products independently to third parties.

On June 17, 2015, PBF Holding entered into a definitive Sale and Purchase Agreement (the “Sale and Purchase Agreement”) with ExxonMobil Oil Corporation, Mobil Pipe Line Company and PDV Chalmette, L.L.C. (collectively, the "Sellers"), to purchase the ownership interests of Chalmette Refining, L.L.C. (“Chalmette Refining”), which owns the Chalmette refinery and related logistics assets (collectively, the "Chalmette Acquisition"). The Chalmette refinery, located outside of New Orleans, Louisiana, is a 189,000 barrel per day, dual-train coking refinery with a Nelson Complexity of 12.7 and is capable of processing both light and heavy crude oil. Upon completion of the Chalmette Acquisition, we will increase our total throughput capacity to over 725,000 barrels per day.

Chalmette Refining owns 100% of the MOEM Pipeline, providing access to the Empire Terminal, as well as the CAM Connection Pipeline, providing access to the Louisiana Offshore Oil Port facility through a third party pipeline. Chalmette Refining also owns 80% of each of the Collins Pipeline Company and T&M Terminal Company, both located in Collins, Mississippi, which provide a clean products outlet for the refinery to the Plantation and Colonial Pipelines. Also included in the acquisition are a marine terminal capable of importing waterborne feedstocks and loading or unloading finished products; a clean products truck rack which provides access to local markets; and a crude and product storage facility with approximately 7.5 million barrels of shell capacity.

The aggregate purchase price for the Chalmette Acquisition is $322.0 million in cash, plus inventory and working capital to be determined at closing. The purchase price is also subject to other customary purchase price adjustments. The Chalmette Acquisition is expected to close prior to year-end 2015, subject to satisfaction of customary closing conditions, including the absence of legal impediments prohibiting the Chalmette Acquisition, receipt of regulatory approvals and required consents and absence of a material adverse effect. We expect to finance the transaction through a combination of cash on hand and borrowings under our existing revolving credit facility, as well as potentially utilizing inventory intermediation arrangements with third parties. We do not expect to issue equity to finance any portion of this transaction. Our obligation to consummate the Chalmette Acquisition is not conditioned upon the receipt of financing. In addition, PBF Energy has guaranteed all payment and performance obligations of PBF Holding that relate to or arise out of the Sale and Purchase Agreement.

Factors Affecting Comparability Between Periods

Our results have been affected by the following events, which must be understood in order to assess the comparability of our period to period financial performance and financial condition.

Initial Public Offering of PBFX

On May 14, 2014, PBFX completed its initial public offering (the “PBFX Offering”) of 15,812,500 common units, including 2,062,500 common units issued upon exercise of the over-allotment option that was granted to the underwriters, at a price to the public of $23.00 per unit. On September 30, 2014, PBF LLC completed a transaction

33

to contribute to PBFX the Delaware City heavy crude unloading rack ("DCR West Rack") for total consideration of $150.0 million, consisting of $135.0 million of cash and $15.0 million of PBFX common units, or 589,536 common units (the "DCR West Rack Acquisition"). On December 11, 2014, PBF LLC completed a transaction to contribute to PBFX the tank farm and related facilities located at our Toledo refinery, including a propane storage and loading facility (the "Toledo Storage Facility") for total consideration of $150.0 million, consisting of $135.0 million of cash and $15.0 million of PBFX common units, or 620,935 common units (the "Toledo Storage Facility Acquisition"). On May 14, 2015 PBF LLC contributed to PBFX all of the issued and outstanding limited liability company interests of Delaware Pipeline Company LLC ("DPC") and Delaware City Logistics Company LLC ("DCLC"), whose assets consist of a products pipeline, truck rack and related facilities located at our Delaware City refinery (collectively the "Delaware City Products Pipeline and Truck Rack"), for total consideration of $143.0 million, consisting of $112.5 million of cash and $30.5 million of PBFX common units, or 1,288,420 common units.

As of June 30, 2015, PBF LLC holds a 53.8% limited partner interest in PBFX (consisting of 2,572,944 common units and 15,886,553 subordinated units), with the remaining 46.2% limited partner interest held by the public unit holders. PBF LLC also owns all of the incentive distribution rights and indirectly owns a non-economic general partner interest in PBFX through its wholly-owned subsidiary, PBF Logistics GP LLC (“PBF GP”), the general partner of PBFX. During the subordination period (as set forth in the partnership agreement of PBFX) holders of the subordinated units are not entitled to receive any distribution of available cash until the common units have received the minimum quarterly distribution plus any arrearages in the payment of the minimum quarterly distribution from prior quarters. If PBFX does not pay distributions on the subordinated units, the subordinated units will not accrue arrearages for those unpaid distributions. Each subordinated unit will convert into one common unit at the end of the subordination period.

PBFX is a fee-based, growth-oriented, Delaware master limited partnership formed by PBF Energy to own or lease, operate, develop and acquire crude oil and refined petroleum products terminals, pipelines, storage facilities and similar logistics assets. PBFX engages in the receiving, handling and transferring of crude oil and the receipt, storage and delivery of crude oil, refined products and intermediates from sources located throughout the United States and Canada for PBF Energy in support of its three refineries. PBFX’s assets consist of a light crude oil rail unloading terminal at the Delaware City refinery that also services the Paulsboro refinery (which we refer to as the “Delaware City Rail Terminal”), a crude oil truck unloading terminal at the Toledo refinery (which we refer to as the “Toledo Truck Terminal”), the DCR West Rack, the Toledo Storage Facility and the Delaware City Products Pipeline and Truck Rack. All of PBFX’s revenue is derived from long-term, fee-based commercial agreements with subsidiaries of PBF Energy, which include minimum volume commitments, for receiving, handling, transferring and storing crude oil and refined products. These transactions are eliminated by PBF Energy in consolidation.

Secondary Offerings

On February 6, 2015, we completed a public offering of 3,804,653 shares of Class A common stock in a secondary offering (the "February 2015 secondary offering"). All of the shares in the February 2015 secondary offering were sold by funds affiliated with Blackstone Group L.P., or Blackstone, and First Reserve Management, L.P., or First Reserve. In connection with the February 2015 secondary offering, Blackstone and First Reserve exchanged all of their remaining PBF LLC Series A Units for an equivalent number of shares of Class A common stock of PBF Energy, and as a result, Blackstone and First Reserve no longer hold any PBF LLC Series A Units or shares of our Class A Common stock. The holders of PBF LLC Series B Units, which include certain executive officers of PBF Energy and others, received a portion of the proceeds of the sale of the PBF Energy Class A common stock by Blackstone and First Reserve in accordance with the amended and restated limited liability company agreement of PBF LLC. PBF Energy did not receive any proceeds from the February 2015 secondary offering. As of June 30, 2015, we own 85,922,092 PBF LLC Series C Units and the Company's executive officers and directors and certain employees and others beneficially own 5,147,838 PBF LLC Series A Units. The holders of the our issued and outstanding shares of Class A common stock have 94.3% of the voting power in us and the members of PBF LLC other than PBF Energy through their holdings of Class B common stock have the remaining 5.7% of

34

the voting power in us. In addition, in January, March and June of 2014, we also completed three separate secondary offerings for a total of 48,000,000 shares of Class A common stock. All such shares were sold by funds affiliated with Blackstone and First Reserve.

Rail Facility Revolving Credit Facility

Effective March 25, 2014, PBF Rail Logistics Company LLC (“PBF Rail”), an indirect wholly-owned subsidiary of PBF Holding, entered into a $250.0 million secured revolving credit agreement (the “Rail Facility”). The primary purpose of the Rail Facility is to fund the acquisition by PBF Rail of coiled and insulated crude tank cars and non-coiled and non-insulated general purpose crude tank cars (the "Eligible Railcars") before December 2015. The amount available to be advanced under the Rail Facility equals 70% of the lesser of the aggregate Appraised Value of the Eligible Railcars, or the aggregate Purchase Price of such Eligible Railcars, as these terms are defined in the credit agreement.

On April 29, 2015, the Rail Facility was amended to, among other things, extend the maturity to April 29, 2017, reduce the total commitment from $250.0 million to $150.0 million, and reduce the commitment fee on the unused portion of the Rail Facility. At any time prior to maturity PBF Rail may repay and re-borrow any advances without premium or penalty. On the first anniversary of the closing of the amendment, the advance rate adjusts automatically to 65%.

PBFX Debt and Credit Facilities

On May 14, 2014, in connection with the closing of the PBFX Offering, PBFX entered into a five-year, $275.0 million revolving credit facility (the "PBFX Revolving Credit Facility") and a three-year, $300.0 million term loan (the "PBFX Term Loan"). The PBFX Revolving Credit Facility was increased from $275.0 million to $325.0 million in December 2014. The PBFX Revolving Credit Facility is available to fund working capital, acquisitions, distributions and capital expenditures and for other general partnership purposes and is guaranteed by a guaranty of collection from PBF LLC. PBFX also has the ability to increase the maximum amount of the PBFX Revolving Credit Facility by an aggregate amount of up to $275.0 million, to a total facility size of $600.0 million, subject to receiving increased commitments from lenders or other financial institutions and satisfaction of certain conditions. The PBFX Revolving Credit Facility includes a $25.0 million sublimit for standby letters of credit and a $25.0 million sublimit for swingline loans. The PBFX Term Loan was used to fund distributions to PBF LLC and is guaranteed by a guaranty of collection from PBF LLC and secured at all times by cash, U.S. Treasury or other investment grade securities in an amount equal to or greater than the outstanding principal amount of the PBFX Term Loan.

On May 12, 2015, PBFX entered into an Indenture among the Partnership, PBF Logistics Finance Corporation, a Delaware corporation and wholly-owned subsidiary of the Partnership ("PBF Logistics Finance," and together with the Partnership, the "Issuers"), the Guarantors named therein (certain subsidiaries of PBFX) and Deutsche Bank Trust Company Americas, as Trustee, under which the Issuers issued $350.0 million in aggregate principal amount of 6.875% Senior Notes due 2023 (the "PBFX Senior Notes"). PBF LLC has provided a limited guarantee of collection of the principal amount of the PBFX Senior Notes, but is not otherwise subject to the covenants of the Indenture. Of the $350.0 million aggregate PBFX Senior Notes, $19.9 million were purchased by certain of PBF Energy’s officers and directors and their affiliates pursuant to a separate private placement transaction. After deducting offering expenses, PBFX received net proceeds of approximately $343.0 million from the PBFX Senior Notes offering.

Crude Oil Acquisition Agreement Termination

Effective July 31, 2014, PBF Holding terminated the Amended and Restated Crude Oil Acquisition Agreement, dated as of March 1, 2012 as amended (the "Toledo Crude Oil Acquisition Agreement") with Morgan Stanley Capital Group, Inc. ("MSCG").  Under the terms of the Toledo Crude Oil Acquisition Agreement, we previously acquired substantially all of our crude oil for our subsidiary's Toledo refinery from MSCG through

35

delivery at various interstate pipeline locations. No early termination penalties were incurred by us as a result of the termination. We began sourcing our own crude oil needs for Toledo upon termination.

Results of Operations

The tables below reflect our consolidated financial and operating highlights for the three and six months ended June 30, 2015 and 2014 (amounts in thousands, except per share data). We operate in two reportable business segments: Refining and Logistics. Our three oil refineries are all engaged in the refining of crude oil and other feedstocks into petroleum products, and are aggregated into the Refining segment. PBFX is a publicly traded master limited partnership that operates logistical assets such as crude oil and refined petroleum products terminals, pipelines and storage facilities. PBFX's operations are aggregated into the Logistics segment. Prior to the PBFX Offering, DCR West Rack acquisition, Toledo Tank Farm acquisition and the Delaware City Products Pipeline and Truck Rack acquisition, PBFX's assets were operated within the refining operations of our Delaware City and Toledo refineries and were not considered to be a separate reportable segment. We did not analyze our results by individual segment as our Logistics segment does not have any third party revenue and substantially all of its operating results eliminate in consolidation. Additionally, third party expenses attributable directly to the Logistics segment are immaterial relative to our consolidated operating results.

	Three Months Ended   June 30,						Six Months Ended   June 30,
	2015			2014			2015			2014
Revenue	$	3,550,664		$	5,301,709		$	6,545,800		$	10,048,152
Cost of sales, excluding depreciation	2,994,745			4,935,456			5,496,960			9,083,140
	555,919			366,253			1,048,840			965,012
Operating expenses, excluding depreciation	194,970			210,722			432,088			479,621
General and administrative expenses	39,223			33,013			75,269			69,637
(Gain) loss on sale of assets	(632		)	6			(991		)	(180		)
Depreciation and amortization expense	48,562			34,662			96,268			67,877
Income from operations	273,796			87,850			446,206			348,057
Change in fair value of catalyst leases	1,949			(2,338		)	3,988			(4,339		)
Interest expense, net	(26,876		)	(26,202		)	(49,068		)	(51,457		)
Income before income taxes	248,869			59,310			401,126			292,261
Income tax expense	90,409			13,474			139,547			63,153
Net income	158,460			45,836			261,579			229,108
Less: net income attributable to noncontrolling interests	22,650			24,877			38,447			130,704
Net income attributable to PBF Energy Inc.	$	135,810		20,959			$	223,132		$	98,404
Gross margin	$	319,258		$	124,357		$	535,585		$	424,482
Gross refining margin (1)	$	523,689		$	358,471		$	989,785		$	957,230
Net income available to Class A common stock per share:
Basic	$	1.58		$	0.29		$	2.62		$	1.55
Diluted	$	1.57		$	0.29		$	2.57		$	1.54

(1) See Non-GAAP Financial Measures below.

36

Operating Highlights

	Three Months Ended   June 30,						Six Months Ended   June 30,
	2015			2014			2015			2014
Key Operating Information
Production (bpd in thousands)	492.6			470.5			472.5			448.3
Crude oil and feedstocks throughput (bpd in thousands)	491.1			470.4			479.5			450.8
Total crude oil and feedstocks throughput (millions of barrels)	44.7			42.8			86.8			81.6
Gross refining margin, excluding special items, per barrel of throughput (1)	$	9.35		$	8.38		$	9.93		$	11.73
Refinery operating expenses, excluding depreciation, per barrel of throughput	$	4.30		$	4.90		$	4.90		$	5.87
Crude and feedstocks (% of total throughput) (2):
Heavy crude	13		%	15		%	14		%	14		%
Medium crude	48		%	43		%	47		%	44		%
Light crude	28		%	33		%	28		%	34		%
Other feedstocks and blends	11		%	9		%	11		%	8		%
Yield (% of total throughput):
Gasoline and gasoline blendstocks	45		%	45		%	47		%	47		%
Distillates and distillate blendstocks	36		%	36		%	36		%	37		%
Lubes	1		%	2		%	1		%	2		%
Chemicals	3		%	3		%	3		%	3		%
Other	15		%	14		%	13		%	11		%

(1) See Non-GAAP Financial Measures below.

(2) We define heavy crude oil as crude oil with an American Petroleum Institute (API) gravity less than 24 degrees.     We define medium crude oil as crude oil with an API gravity between 24 and 35 degrees. We define light crude oil as crude oil with an API gravity higher than 35 degrees.

37

The table below summarizes certain market indicators relating to our operating results as reported by Platts.

	Three Months Ended   June 30,					Six Months Ended   June 30,
	2015			2014		2015			2014
	(dollars per barrel, except as noted)
Dated Brent Crude	$	62.01		$	109.67	$	58.21		$	108.93
West Texas Intermediate (WTI) crude oil	$	57.85		$	103.05	$	53.25		$	100.90
Crack Spreads
Dated Brent (NYH) 2-1-1	$	19.83		$	13.70	$	17.83		$	12.60
WTI (Chicago) 4-3-1	$	20.57		$	18.78	$	18.05		$	17.80
Crude Oil Differentials
Dated Brent (foreign) less WTI	$	4.16		$	6.62	$	4.97		$	8.02
Dated Brent less Maya (heavy, sour)	$	6.70		$	13.89	$	8.39		$	16.34
Dated Brent less WTS (sour)	$	3.44		$	13.77	$	5.09		$	14.40
Dated Brent less ASCI (sour)	$	2.66		$	9.55	$	4.10		$	8.65
WTI less WCS (heavy, sour)	$	8.29		$	20.39	$	10.12		$	21.04
WTI less Bakken (light, sweet)	$	2.14		$	4.67	$	3.61		$	4.23
WTI less Syncrude (light, sweet)	$	(4.02	)	$	0.72	$	(2.27	)	$	0.89
Natural gas (dollars per MMBTU)	$	2.74		$	4.58	$	2.77		$	4.65

Three Months Ended June 30, 2015 Compared to the Three Months Ended June 30, 2014

Overview— Net income was $158.5 million for the three months ended June 30, 2015 compared to net income of $45.8 million for the three months ended June 30, 2014. Net income attributable to PBF Energy was $135.8 million, or $1.57 per diluted share, for the three months ended June 30, 2015 ($1.57 per share on a fully exchanged, fully diluted basis based on adjusted fully-converted net income, or $0.88 per share on a fully exchanged, fully diluted basis based on adjusted fully-converted net income excluding special items, as described below in Non-GAAP Financial Measures) compared to net income attributable to PBF Energy of $21.0 million, or $0.29 per diluted share, for the three months ended June 30, 2014 ($0.35 per share on a fully exchanged, fully diluted basis based on adjusted fully-converted net income, as described below in Non-GAAP Financial Measures). The net income or loss attributable to PBF Energy represents PBF Energy’s equity interest in PBF LLC’s pre-tax income, less applicable income tax expense. PBF Energy's weighted-average equity interest in PBF LLC was 94.4% and 74.8% for the three months ended June 30, 2015 and 2014, respectively.

Our results for the three months ended June 30, 2015 were positively impacted by a non-cash special item consisting of a non-cash pre-tax inventory lower of cost or market ("LCM") adjustment of approximately $106.0 million on a net basis, which includes the reversal of the LCM charge recorded in the first quarter of 2015. The LCM adjustment is a result of the changing crude oil and refined product prices from the first quarter of 2015 to the end of the second quarter of 2015. During this period the prices have remained below historical costs. Excluding the impact of the net change in LCM reserve of $106.0 million, our results were positively impacted by higher crack spreads in the East Coast and Mid-Continent partially offset by unfavorable movements in crude oil differentials and the impact of the unplanned downtime at our Toledo refinery in June 2015 which reduced throughput and increased operating expenses.

Revenues— Revenues totaled $3.6 billion for the three months ended June 30, 2015 compared to $5.3 billion for the three months ended June 30, 2014, a decrease of approximately $1.8 billion, or 33.0%. For the three months ended June 30, 2015, the total throughput rates in the East Coast and Mid-Continent refineries averaged approximately 349,000 bpd and 142,100 bpd, respectively. For the three months ended June 30, 2014, the total throughput rates at our East Coast and Mid-Continent refineries averaged approximately 323,800 bpd and 146,600

38

bpd, respectively. The increase in throughput rates at our East Coast refineries in 2015 compared to 2014 is primarily due to unplanned down time at our Paulsboro refinery in January 2014 and a planned turnaround in March 2014. The decline in throughput rates at our Mid-Continent refinery in 2015 compared to 2014 was primarily attributable to unplanned down time at our Toledo refinery in the second quarter of 2015. For the three months ended June 30, 2015, the total barrels sold at our East Coast and Mid-Continent refineries averaged approximately 372,300 bpd and 151,000 bpd, respectively. For the three months ended June 30, 2014, the total barrels sold at our East Coast and Mid-Continent refineries averaged approximately 348,800 bpd and 155,200 bpd, respectively. Total refined product barrels sold were higher than throughput rates, reflecting sales from inventory as well as sales and purchases of refined products outside the refinery.

Gross Margin— Gross refining margin (as described below in Non-GAAP Financial Measures) totaled $523.7 million, or $11.72 per barrel of throughput ($417.7 million or $9.35 per barrel of throughput excluding the impact of special items), for the three months ended June 30, 2015 compared to $358.5 million, or $8.38 per barrel of throughput during the three months ended June 30, 2014, an increase of $165.2 million. Gross margin, including refinery operating expenses and depreciation, totaled $319.3 million, or $7.15 per barrel of throughput, for the three months ended June 30, 2015 compared to $124.4 million, or $2.93 per barrel of throughput, for the three months ended June 30, 2014, an increase of $194.9 million. Excluding the impact of special items, gross margin and gross refining margin increased due to improved crack spreads in the East Coast and the Mid-Continent partially offset by unfavorable movements in crude differentials in both the East Coast and the Mid-Continent and lower throughput rates at our Toledo refinery. In addition, gross margin and gross refining margin were positively impacted by a non-cash LCM adjustment of approximately $106.0 million on a net basis resulting from the change in crude oil and refined product prices from the end of the first quarter of 2015 to the end of the second quarter of 2015, which remained below historical costs.

Average industry refining margins in the Mid-Continent were stronger during the three months ended June 30, 2015 as compared to the same period in 2014. The WTI (Chicago) 4-3-1 industry crack spread was approximately $20.57 per barrel or 9.5% higher in the three months ended June 30, 2015 as compared to $18.78 per barrel in the same period in 2014. However, our margins were negatively impacted from our refinery specific crude slate in the Mid-Continent which was impacted by a declining WTI/Syncrude differential, which averaged a premium of $4.02 per barrel in the second quarter of 2015 as compared to a discount of $0.72 per barrel in the second quarter of 2014.

The Dated Brent (NYH) 2-1-1 industry crack spread was approximately $19.83 per barrel, or 44.7% higher in the three months ended June 30, 2015 as compared to $13.70 per barrel in the same period in 2014. The WTI/Dated Brent differential and Dated Brent/Maya differentials were $2.46 and $7.19 lower, respectively, in the three months ended June 30, 2015 as compared to the same period in 2014. In addition, the WTI/Bakken differential was approximately $2.53 per barrel less favorable in the three months ended June 30, 2015 as compared to the same period in 2014.

Operating Expenses— Operating expenses totaled $195.0 million for the three months ended June 30, 2015 compared to $210.7 million for the three months ended June 30, 2014, a decrease of $15.7 million, or 7.5%. Of the total $195.0 million of operating expenses for the three months ended June 30, 2015, $192.2 million, or $4.30 per barrel of throughput, related to expenses incurred by the Refining segment, while the remaining $2.8 million related to expenses incurred by the Logistics segment. The decrease in operating expenses was mainly attributable to a decrease of $17.9 million in energy related costs primarily attributable to lower natural gas and electricity prices and reduced compensation and other overhead costs of $2.8 million. The decrease was partially offset by an increase of $4.8 million in maintenance and repair expenses directly attributable to the unplanned downtime at our Toledo refinery. Our operating expenses principally consist of salaries and employee benefits, maintenance, energy and catalyst and chemicals costs at our refineries. The operating expenses related to the Logistics segment consists of costs related to the operation and maintenance of PBFX's assets subsequent to the PBFX Offering.

39

General and Administrative Expenses— General and administrative expenses totaled $39.2 million for the three months ended June 30, 2015 compared to $33.0 million for the three months ended June 30, 2014, an increase of $6.2 million or 18.8%. The increase in general and administrative expenses primarily relates to higher employee compensation costs and higher administrative expenses related to PBFX. Our general and administrative expenses are comprised of the personnel, facilities and other infrastructure costs necessary to support our refineries.

Gain on Sale of Assets— Gain on sale of assets for the three months ended June 30, 2015 was $0.6 million related to the sale of railcars which were subsequently leased back.

Depreciation and Amortization Expense— Depreciation and amortization expense totaled $48.6 million for the three months ended June 30, 2015 compared to $34.7 million for the three months ended June 30, 2014, an increase of $13.9 million. The increase was primarily a result of capital projects related to turnarounds completed in 2014, the completed expansion of the crude rail unloading facility at the Delaware City refinery in 2014 and refinery optimization projects at Toledo.

Change in Fair Value of Catalyst Leases— Change in the fair value of catalyst leases represented a gain of $1.9 million for the three months ended June 30, 2015 compared to a loss of $2.3 million for the three months ended June 30, 2014. These gains and losses relate to the change in value of the precious metals underlying the sale and leaseback of our refineries’ precious metals catalyst, which we are obligated to repurchase at fair market value on the lease termination dates.

Interest Expense, net— Interest expense totaled $26.9 million for the three months ended June 30, 2015 compared to $26.2 million for the three months ended June 30, 2014, an increase of $0.7 million. This increase is mainly attributable to the issuance of the PBFX Senior Notes, higher interest costs associated with the issuance of the PBFX Revolving Credit Facility and the PBFX Term Loan in connection with the PBFX Offering and the related amortization of deferred financing fees. This increase was offset by decreases in interest expense related to the termination of our crude and feedstock supply agreement with MSCG, effective July 31, 2014. Interest expense includes interest on long-term debt including the PBFX credit facilities, costs related to the sale and leaseback of our precious metals catalyst, interest expense incurred in connection with our crude and feedstock supply agreement with Statoil, financing costs associated with the Inventory Intermediation Agreements with J. Aron, letter of credit fees associated with the purchase of certain crude oils, and the amortization of deferred financing costs.

Income Tax Expense— PBF LLC is organized as a limited liability company and PBFX is a master limited partnership, both of which are treated as "flow-through" entities for federal income tax purposes and therefore are not subject to income tax. However, the members of PBF LLC are required to include their proportionate share of PBF LLC’s taxable income or loss, which includes PBF LLC’s allocable share of PBFX’s pre-tax income or loss, on their respective tax returns. PBF LLC generally makes distributions to its members, per the terms of the PBF LLC amended and restated limited liability company agreement, related to such taxes on a pro-rata basis. PBF Energy recognizes an income tax expense or benefit in our consolidated financial statements based on PBF Energy's allocable share of PBF LLC’s pre-tax income or loss, which was approximately 94.4% and 74.8%, on a weighted-average basis for the three months ended June 30, 2015 and 2014, respectively. PBF Energy's condensed consolidated financial statements do not reflect any benefit or provision for income taxes on the pre-tax income or loss attributable to the noncontrolling interests in PBF LLC or PBFX (although, as described above, PBF LLC must make tax distributions to all its members on a pro-rata basis). PBF Energy's effective tax rate, excluding the impact of noncontrolling interest, for the three months ended June 30, 2015 and 2014 was 40.0% and 39.2%, respectively, reflecting tax benefit adjustments for discrete items related to changes in income tax provision estimates based on our income tax returns and changes in our effective state tax rates.

Noncontrolling Interest— As a result of our initial public offering ("IPO") and the related reorganization transactions, PBF Energy became the sole managing member of, and has a controlling interest in, PBF LLC. As the sole managing member of PBF LLC, PBF Energy operates and controls all of the business and affairs of PBF

40

LLC and its subsidiaries. PBF Energy consolidates the financial results of PBF LLC and its subsidiaries, including PBFX. With respect to the consolidation of PBF LLC, the Company records a noncontrolling interest for the economic interest in PBF LLC held by members other than PBF Energy, and with respect to the consolidation of PBFX, the Company records a noncontrolling interest for the economic interests in PBFX held by the public unit holders of PBFX. The total noncontrolling interest on the consolidated statement of operations represents the portion of the Company’s earnings or loss attributable to the economic interests held by members of PBF Energy other than PBF Energy and by the public common unit holders of PBFX. The total noncontrolling interest on the balance sheet represents the portion of the Company’s net assets attributable to the economic interests held by the members of PBF LLC other than PBF Energy and by the public common unit holders of PBFX. PBF Energy's weighted-average equity noncontrolling interest ownership percentage in PBF LLC for the three months ended June 30, 2015 and 2014 was approximately 5.6% and 25.2%, respectively. The carrying amount of the noncontrolling interest on our consolidated balance sheet attributable to the noncontrolling interest is not equal to the noncontrolling interest ownership percentage due to the effect of income taxes and related agreements that pertain solely to PBF Energy.

Six Months Ended June 30, 2015 Compared to the Six Months Ended June 30, 2014

Overview— Net income was $261.6 million for the six months ended June 30, 2015 compared to net income of $229.1 million for the six months ended June 30, 2014. Net income attributable to PBF Energy was $223.1 million, or $2.57 per diluted share, for the six months ended June 30, 2015 ($2.57 per share on a fully exchanged, fully diluted basis based on adjusted fully-converted net income, or $1.74 per share on a fully exchanged, fully diluted basis based on adjusted fully-converted net income excluding special items, as described below in Non-GAAP Financial Measures) compared to net income attributable to PBF Energy of $98.4 million, or $1.54 per diluted share, for the six months ended June 30, 2014 ($1.80 per share on a fully exchanged, fully diluted basis based on adjusted fully-converted net income, as described below in Non-GAAP Financial Measures). The net income or loss attributable to PBF Energy represents PBF Energy’s equity interest in PBF LLC’s pre-tax income, less applicable income tax expense. PBF Energy's weighted-average equity interest in PBF LLC was 93.4% and 65.2% for the six months ended June 30, 2015 and 2014, respectively.

Our results for the six months ended June 30, 2015 were positively impacted by a non-cash special item consisting of a non-cash pre-tax inventory lower of cost or market ("LCM") adjustment of approximately $127.2 million on a net basis, which includes the reversal of the LCM charge recorded in the fourth quarter of 2014. The LCM adjustment is a result of the changing crude oil and refined product prices from the year ended 2014 to the end of the second quarter of 2015. During this period the prices have remained below historical costs. Excluding the impact of the net change in LCM reserve of $127.2 million, our results were negatively impacted by unfavorable movements in certain crude oil differentials and the impact of the unplanned downtime at our Toledo refinery in June 2015 which reduced throughput and increased operating expenses, partially offset by higher crack spreads on the East Coast and Mid-Continent.

Revenues— Revenues totaled $6.5 billion for the six months ended June 30, 2015 compared to $10.0 billion for the six months ended June 30, 2014, a decrease of approximately $3.5 billion, or 34.9%. For the six months ended June 30, 2015, the total throughput rates in the East Coast and Mid-Continent refineries averaged approximately 337,400 bpd and 142,080 bpd, respectively. For the six months ended June 30, 2014, the total throughput rates at our East Coast and Mid-Continent refineries averaged approximately 308,400 bpd and 142,400 bpd, respectively. The increase in throughput rates at our East Coast refineries in 2015 compared to 2014 is primarily due to unplanned down time at our Paulsboro refinery in January 2014 and a planned turnaround in March 2014.The slight decline in throughput rates at our Mid-Continent refinery is due to unplanned down time at our Toledo refinery in the second quarter of 2015. For the six months ended June 30, 2015, the total barrels sold at our East Coast and Mid-Continent refineries averaged approximately 367,500 bpd and 154,500 bpd, respectively. For the six months ended June 30, 2014, the total barrels sold at our East Coast and Mid-Continent refineries averaged approximately 329,500 bpd and 151,800 bpd, respectively. Total refined product barrels sold were higher than throughput rates, reflecting sales from inventory as well as sales and purchases of refined products outside the refinery.

41

Gross Margin— Gross refining margin (as described below in Non-GAAP Financial Measures) totaled $989.8 million, or $11.40 per barrel of throughput ($862.6 million or $9.93 per barrel of throughput excluding the impact of special items), for the six months ended June 30, 2015 compared to $957.2 million, or $11.73 per barrel of throughput during the six months ended June 30, 2014, an increase of $32.6 million. Gross margin, including refinery operating expenses and depreciation, totaled $535.6 million, or $6.17 per barrel of throughput, for the six months ended June 30, 2015 compared to $424.5 million, or $5.21 per barrel of throughput, for the six months ended June 30, 2014, an increase of $111.1 million. Excluding the impact of special items, gross margin and gross refining margin decreased due to unfavorable movements in crude differentials and lower throughput rates at our Toledo refinery partially offset by improved crack spreads in the East Coast and the Mid-Continent. In addition, gross margin and gross refining margin were positively impacted by a non-cash LCM adjustment of approximately $127.2 million on a net basis resulting from the change in crude oil and refined product prices from the year ended 2014 to the end of the second quarter of 2015, which remained below historical costs.

Average industry refining margins in the Mid-Continent were stronger during the six months ended June 30, 2015 as compared to the same period in 2014. The WTI (Chicago) 4-3-1 industry crack spread was approximately $18.05 per barrel or 1.4% higher in the six months ended June 30, 2015 as compared to $17.80 per barrel in the same period in 2014. Alternatively, our margins were negatively impacted from our refinery specific crude slate in the Mid-Continent which was impacted by a declining WTI/Syncrude differential, which averaged a premium of $2.27 per barrel during the six months ended June 30, 2015 as compared to a discount of $0.89 per barrel in the same period of 2014.

The Dated Brent (NYH) 2-1-1 industry crack spread was approximately $17.83 per barrel, or 41.5% higher in the six months ended June 30, 2015 as compared to $12.60 per barrel in the same period in 2014. The WTI/Dated Brent differential and Dated Brent/Maya differential were $3.05 and $7.95 lower, respectively, in the six months ended June 30, 2015 as compared to the same period in 2014. In addition, the WTI/Bakken differential was approximately $0.62 per barrel less favorable in the six months ended June 30, 2015 as compared to the same period in 2014.

Operating Expenses— Operating expenses totaled $432.1 million for the six months ended June 30, 2015 compared to $479.6 million for the six months ended June 30, 2014, a decrease of $47.5 million, or 9.9%. Of the total $432.1 million of operating expenses for the six months ended June 30, 2015, $425.5 million, or $4.90 per barrel of throughput, related to expenses incurred by the Refining segment, while the remaining $6.6 million related to expenses incurred by the Logistics segment. The decrease in operating expenses was mainly attributable to a decrease of $51.8 million in energy related costs primarily attributable to lower natural gas and electricity prices and reduced other overhead costs of $3.9 million. The decrease was partially offset by an increase of $4.8 million in maintenance and repair expenses directly attributable to the unplanned downtime at our Toledo refinery and $3.7 million in chemical and catalyst related expenses. Our operating expenses principally consist of salaries and employee benefits, maintenance, energy and catalyst and chemicals costs at our refineries. The operating expenses related to the Logistics segment consists of costs related to the operation and maintenance of PBFX's assets subsequent to the PBFX Offering.

General and Administrative Expenses— General and administrative expenses totaled $75.3 million for the six months ended June 30, 2015 compared to $69.6 million for the six months ended June 30, 2014, an increase of approximately $5.6 million or 8.1%. The increase in general and administrative expenses primarily relates to expenses incurred associated with PBFX, partially offset by lower employee compensation costs. Our general and administrative expenses are comprised of the personnel, facilities and other infrastructure costs necessary to support our refineries.

Gain on Sale of Assets— Gain on sale of assets for the six months ended June 30, 2015 was $1.0 million as compared to $0.2 million for the six months ended June 30, 2014 related to the sale of railcars which were subsequently leased back.

42

Depreciation and Amortization Expense— Depreciation and amortization expense totaled $96.3 million for the six months ended June 30, 2015 compared to $67.9 million for the six months ended June 30, 2014, an increase of $28.4 million. The increase was primarily a result of capital projects related to turnarounds completed in 2014, the completed expansion of the crude rail unloading facility at the Delaware City refinery in 2014 and refinery optimization projects at Toledo.

Change in Fair Value of Catalyst Leases— Change in the fair value of catalyst leases represented a gain of $4.0 million for the six months ended June 30, 2015 compared to a loss of $4.3 million for the six months ended June 30, 2014. These gains and losses relate to the change in value of the precious metals underlying the sale and leaseback of our refineries’ precious metals catalyst, which we are obligated to repurchase at fair market value on the lease termination dates.

Interest Expense, net— Interest expense totaled $49.1 million for the six months ended June 30, 2015 compared to $51.5 million for the six months ended June 30, 2014, a decrease of approximately $2.5 million. This decrease is mainly attributable to the termination of our crude and feedstock supply agreement with MSCG, effective July 31, 2014, partially offset by higher interest costs associated with the issuance of the PBFX Revolving Credit Facility and the PBFX Term Loan in connection with the PBFX Offering and the related amortization of deferred financing fees and higher letter of credit fees as well as the issuance of the PBFX Senior Notes in May 2015. Interest expense includes interest on long-term debt including the PBFX credit facilities, costs related to the sale and leaseback of our precious metals catalyst, interest expense incurred in connection with our crude and feedstock supply agreement with Statoil, financing costs associated with the Inventory Intermediation Agreements with J. Aron, letter of credit fees associated with the purchase of certain crude oils, and the amortization of deferred financing costs.

Income Tax Expense— PBF LLC is organized as a limited liability company and PBFX is a master limited partnership, both of which are treated as "flow-through" entities for federal income tax purposes and therefore are not subject to income tax. However, the members of PBF LLC are required to include their proportionate share of PBF LLC’s taxable income or loss, which includes PBF LLC’s allocable share of PBFX’s pre-tax income or loss, on their respective tax returns. PBF LLC generally makes distributions to its members, per the terms of the PBF LLC amended and restated limited liability company agreement, related to such taxes on a pro-rata basis. PBF Energy recognizes an income tax expense or benefit in our consolidated financial statements based on PBF Energy's allocable share of PBF LLC’s pre-tax income or loss, which was approximately 93.4% and 65.2%, on a weighted-average basis for the six months ended June 30, 2015 and 2014, respectively. PBF Energy's condensed consolidated financial statements do not reflect any benefit or provision for income taxes on the pre-tax income or loss attributable to the noncontrolling interests in PBF LLC or PBFX (although, as described above, PBF LLC must make tax distributions to all its members on a pro-rata basis). PBF Energy's effective tax rate, excluding the impact of noncontrolling interest, for the six months ended June 30, 2015 and 2014 was 38.5% and 39.2%, respectively, reflecting tax benefit adjustments for discrete items related to changes in income tax provision estimates based on our income tax returns and changes in our effective state tax rates.

Noncontrolling Interest— As a result of our IPO and the related reorganization transactions, PBF Energy became the sole managing member of, and has a controlling interest in, PBF LLC. As the sole managing member of PBF LLC, PBF Energy operates and controls all of the business and affairs of PBF LLC and its subsidiaries. PBF Energy consolidates the financial results of PBF LLC and its subsidiaries, including PBFX. With respect to the consolidation of PBF LLC, the Company records a noncontrolling interest for the economic interest in PBF LLC held by members other than PBF Energy, and with respect to the consolidation of PBFX, the Company records a noncontrolling interest for the economic interests in PBFX held by the public unit holders of PBFX. The total noncontrolling interest on the consolidated statement of operations represents the portion of the Company’s earnings or loss attributable to the economic interests held by members of PBF Energy other than PBF Energy and by the public common unit holders of PBFX. The total noncontrolling interest on the balance sheet represents the portion of the Company’s net assets attributable to the economic interests held by the members of PBF LLC other than PBF Energy and by the public common unit holders of PBFX. PBF Energy's weighted-average equity

43

noncontrolling interest ownership percentage in PBF LLC for the six months ended June 30, 2015 and 2014 was approximately 6.6% and 34.8%, respectively. The carrying amount of the noncontrolling interest on our consolidated balance sheet attributable to the noncontrolling interest is not equal to the noncontrolling interest ownership percentage due to the effect of income taxes and related agreements that pertain solely to PBF Energy.

Non-GAAP Financial Measures

Management uses certain financial measures to evaluate our operating performance that are calculated and presented on the basis of methodologies other than in accordance with U.S. GAAP. These measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with U.S. GAAP, and our calculations thereof may not be comparable to similarly entitled measures reported by other companies.

Special Items

The non-GAAP measures presented include Adjusted Fully-Converted net income excluding special items, income from continuing operations excluding special items, EBITDA excluding special items, and gross refining margin excluding special items. The special items for the periods presented relate to a LCM adjustment. LCM is a GAAP guideline related to inventory valuation that requires inventory to be stated at the lower of cost or market. Our inventories are stated at the lower of cost or market. Cost is determined using last-in, first-out (LIFO) inventory valuation methodology, in which the most recently incurred costs are charged to cost of sales and inventories are valued at base layer acquisition costs. Market is determined based on an assessment of the current estimated replacement cost and net realizable selling price of the inventory. In periods where the market price of our inventory declines substantially, cost values of inventory may exceed market values. In such instances, we record an adjustment to write down the value of inventory to market value in accordance with GAAP. In subsequent periods, the value of inventory is reassessed and a LCM adjustment is recorded to reflect the net change in the LCM inventory reserve between the prior period and the current period. Although we believe that non-GAAP financial measures excluding the impact of special items provide useful supplemental information to investors regarding the results and performance of our business and allow for more useful period-over-period comparisons, such non-GAAP measures should only be considered as a supplement to, and not as a substitute for, or superior to, the financial measures prepared in accordance with GAAP.

Adjusted Fully-Converted Net Income (Loss)

PBF Energy utilizes results presented on an Adjusted Fully-Converted basis that reflects an assumed exchange of all PBF LLC Series A Units for shares of Class A common stock of PBF Energy. We believe that these Adjusted Fully-Converted measures, when presented in conjunction with comparable U.S. GAAP measures, are useful to investors to compare PBF Energy results across different periods and to facilitate an understanding of our operating results. The differences between Adjusted Fully-Converted and U.S. GAAP results are as follows:

1. Assumed Exchange of all PBF LLC Series A Units for shares of PBF Energy Class A common stock. As a result of the assumed exchange of all PBF LLC Series A Units, the noncontrolling interest related to these units is converted to controlling interest. Management believes that it is useful to provide the per-share effect associated with the assumed exchange of all PBF LLC Series A Units.

2. Income Taxes. Prior to PBF Energy's IPO we were organized as a limited liability company treated as a “flow-through” entity for income tax purposes, and even after PBF Energy's IPO, not all of our earnings are subject to corporate-level income taxes. Adjustments have been made to the Adjusted Fully-Converted tax provisions and earnings to assume that we had adopted our post-IPO corporate tax structure for all periods presented and are taxed as a C corporation in the U.S. at the prevailing corporate rates. These assumptions are consistent with the assumption in clause 1 above that all PBF LLC Series A Units are exchanged for shares of PBF Energy Class A common stock, as the assumed exchange would change the amount of our earnings that is subject to corporate income tax.

44

The following table reconciles our Adjusted Fully-Converted results with our results presented in accordance with U.S. GAAP for the three and six months ended June 30, 2015 and 2014:

	Three Months Ended   June 30,						Six Months Ended   June 30,
	2015			2014			2015			2014
Net income attributable to PBF Energy Inc.	$	135,810		$	20,959		$	223,132		$	98,404
Add: Net income attributable to the noncontrolling interest (1)	13,432			22,181			21,220			128,008
Less: Income tax expense (2)	(5,400		)	(8,917		)	(8,530		)	(51,460		)
Adjusted fully-converted net income	$	143,842		$	34,223		$	235,822		$	174,952
Special Items:
Less: Non-cash LCM inventory adjustment (5)	(105,958		)	—			(127,166		)	—
Add: Recomputed income taxes on special item (5)	42,595			—			51,121			—
Adjusted fully-converted net income excluding special items	$	80,479		$	34,223		$	159,777		$	174,952
Diluted weighted-average shares outstanding of PBF Energy Inc. (3)	91,659,906			73,007,156			91,655,081			63,897,712
Conversion of PBF LLC Series A Units (4)	—			24,444,643			—			33,525,376
Adjusted fully-converted shares outstanding-diluted	91,659,906			97,451,799			91,655,081			97,423,088
Adjusted fully-converted net income (per fully exchanged, fully diluted shares outstanding)	$	1.57		$	0.35		$	2.57		$	1.80
Adjusted fully-converted net income excluding special items (per fully exchanged, fully diluted shares outstanding)	$	0.88		$	0.35		$	1.74		$	1.80

——————————

(1)	Represents the elimination of the noncontrolling interest associated with the ownership by the members of PBF LLC other than PBF Energy as if such members had fully exchanged their PBF LLC Series A Units for shares of PBF Energy's Class A common stock.
(2)	Represents an adjustment to apply PBF Energy's statutory tax rate of approximately 40.2% for the 2015 periods and 40.2% for the 2014 periods to the noncontrolling interest. The adjustment assumes the full exchange of existing PBF LLC Series A Units as described in (1) above.
(3)	Represents weighted-average diluted shares outstanding assuming the full exchange of common stock equivalents, including options and warrants for PBF LLC Series A Units and options for shares of PBF Energy Class A common stock as calculated under the treasury stock method for the three and six months ended June 30, 2015 and June 30, 2014, respectively. Common stock equivalents excludes the effects of options to purchase 2,874,500 and 2,874,500 shares of PBF Energy Class A common stock because they are anti-dilutive for the three and six months ended June 30, 2015, respectively. Common stock equivalents , excludes the effects of options to purchase 1,867,500 and 1,952,500 shares of PBF Energy Class A common stock because they are anti-dilutive for the three and six months ended June 30, 2014, respectively.
(4)	Represents an adjustment to weighted-average diluted shares to assume the full exchange of existing PBF LLC Series A Units as described in (1) above if not included in the diluted weighted-average shares outstanding calculated in (3) above.
(5)	During the second quarter of 2015, the Company recorded an adjustment to value its inventories to the lower of cost or market which resulted in a net pre-tax impact of $106.0 million reflecting the change in the lower of cost or market inventory reserve from $668.9 million at March 31, 2015 to $562.9 million at June 30, 2015. During the six months ended June 30, 2015, the Company recorded an adjustment to value its inventories to the lower of cost or market which resulted in a net pre-tax impact of $127.2 million reflecting the change in the lower of cost or market inventory reserve from $690.1 million at December 31, 2014 to $562.9 million at June 30, 2015. The net impact of these LCM inventory adjustments are included in the Refining segment's operating income, but are excluded from the operating results presented in the table in order to make such information comparable between periods. Income taxes related to the net LCM adjustment were recalculated using the Company's statutory corporate tax rate of approximately 40.2% for the periods presented.

45

Gross Refining Margin

Gross refining margin is defined as gross margin excluding refinery depreciation, refinery operating expenses, and gross margin of PBFX. We believe gross refining margin is an important measure of operating performance and provides useful information to investors because it is a better metric comparison for the industry refining margin benchmarks, as the refining margin benchmarks do not include a charge for refinery operating expenses and depreciation. In order to assess our operating performance, we compare our gross refining margin (revenue less cost of sales) to industry refining margin benchmarks and crude oil prices as defined in the table below.

Gross refining margin should not be considered an alternative to gross margin, operating income, net cash flows from operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Gross refining margin presented by other companies may not be comparable to our presentation, since each company may define this term differently. The following table presents a reconciliation of gross refining margin to the most directly comparable GAAP financial measure, gross margin, on a historical basis, as applicable, for each of the periods indicated:

	Three Months Ended June 30,
	2015						2014
	$			per barrel of throughput			$			per barrel of throughput
Reconciliation of gross margin to gross refining margin:
Gross margin	$	319,258		$	7.15		$	124,357		$	2.93
Less: Affiliate Revenues of PBFX	(33,766		)	(0.76		)	(7,782		)	(0.18		)
Add: Affiliate Cost of sales of PBFX	1,536			0.03			—			—
Add: Refinery operating expenses	192,150			4.30			210,722			4.90
Add: Refinery depreciation expense	44,511			1.00			31,174			0.73
Gross refining margin	$	523,689		$	11.72		$	358,471		$	8.38
Special Items:
Less: Non-Cash LCM inventory adjustment (1)	(105,958		)	(2.37		)	—			—
Gross refining margin excluding special items	$	417,731		$	9.35		$	358,471		$	8.38

——————————

(1) During the second quarter of 2015, the Company recorded an adjustment to value its inventories to the lower of cost or market which resulted in a net pre-tax impact of $106.0 million reflecting the change in the lower of cost or market inventory reserve from $668.9 million at March 31, 2015 to $562.9 million at June 30, 2015. The net impact of these LCM inventory adjustments are included in the Refining segment's operating income, but are excluded from the operating results presented in the table in order to make such information comparable between periods.

	Six Months Ended June 30,
	2015						2014
	$			per barrel of throughput			$			per barrel of throughput
Reconciliation of gross margin to gross refining margin:
Gross margin	$	535,585		$	6.17		$	424,482		$	5.21
Less: Affiliate Revenues of PBFX	(64,330		)	(0.74		)	(7,782		)	(0.10		)
Add: Affiliate Cost of sales of PBFX	5,276			0.06
Add: Refinery operating expenses	425,527			4.90			479,621			5.87
Add: Refinery depreciation expense	87,727			1.01			60,909			0.75
Gross refining margin	$	989,785		$	11.40		$	957,230		$	11.73
Special Items:
Less: Non-Cash LCM inventory adjustment (1)	(127,166		)	(1.47		)	—			—
Gross refining margin excluding special items	$	862,619		$	9.93		$	957,230		$	11.73

46

——————————

(1) During the six months ended June 30, 2015, the Company recorded an adjustment to value its inventories to the lower of cost or market which resulted in a net pre-tax impact of $127.2 million reflecting the change in the lower of cost or market inventory reserve from $690.1 million million at December 31, 2014 to $562.9 million at June 30, 2015. The net impact of these LCM inventory adjustments are included in the Refining segment's operating income, but are excluded from the operating results presented in the table in order to make such information comparable between periods.

47

EBITDA and Adjusted EBITDA

Our management uses EBITDA (earnings before interest, income taxes, depreciation and amortization) and Adjusted EBITDA as measures of operating performance to assist in comparing performance from period to period on a consistent basis and to readily view operating trends, as a measure for planning and forecasting overall expectations and for evaluating actual results against such expectations, and in communications with our board of directors, creditors, analysts and investors concerning our financial performance. Our outstanding indebtedness for borrowed money and other contractual obligations also include similar measures as a basis for certain covenants under those agreements which may differ from the Adjusted EBITDA definition described below.

EBITDA and Adjusted EBITDA are not presentations made in accordance with GAAP and our computation of EBITDA and Adjusted EBITDA may vary from others in our industry. In addition, Adjusted EBITDA contains some, but not all, adjustments that are taken into account in the calculation of the components of various covenants in the agreements governing the Senior Secured Notes and other credit facilities. EBITDA and Adjusted EBITDA should not be considered as alternatives to operating income or net income as measures of operating performance. In addition, EBITDA and Adjusted EBITDA are not presented as, and should not be considered, an alternative to cash flows from operations as a measure of liquidity. Adjusted EBITDA is defined as EBITDA before equity-based compensation expense, gains (losses) from certain derivative activities and contingent consideration and the non-cash change in the deferral of gross profit related to the sale of certain finished products. Other companies, including other companies in our industry, may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure. Adjusted EBITDA also has limitations as an analytical tool and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations include that Adjusted EBITDA:

• does not reflect depreciation expense or our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

• does not reflect changes in, or cash requirements for, our working capital needs;

• does not reflect our interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;

• does not reflect realized and unrealized gains and losses from hedging activities, which may have a substantial impact on our cash flow;

• does not reflect certain other non-cash income and expenses; and

• excludes income taxes that may represent a reduction in available cash.

48

The following tables reconcile net income as reflected in our results of operations to EBITDA and Adjusted EBITDA for the periods presented:

	Three Months Ended   June 30,					Six Months Ended   June 30,
	2015			2014		2015			2014
Reconciliation of net income to EBITDA:
Net income	$	158,460		$	45,836	$	261,579		$	229,108
Add: Depreciation and amortization expense	48,562			34,662		96,268			67,877
Add: Interest expense, net	26,876			26,202		49,068			51,457
Add: Income tax expense	90,409			13,474		139,547			63,153
EBITDA	$	324,307		$	120,174	$	546,462		$	411,595
Special Items:
Less: Non-cash LCM inventory adjustment	(105,958		)	—		(127,166		)	—
EBITDA excluding special items	$	218,349		$	120,174	$	419,296		$	411,595
Reconciliation of EBITDA to Adjusted EBITDA:
EBITDA	$	324,307		$	120,174	$	546,462		$	411,595
Add: Stock based compensation	2,439			1,503		5,394			2,923
Add: Non-cash change in fair value of catalyst lease obligations	(1,949		)	2,338		(3,988		)	4,339
Less: Non-cash LCM inventory adjustment (1)	(105,958		)	—		(127,166		)	—
Adjusted EBITDA	$	218,839		$	124,015	$	420,702		$	418,857

(1) During the second quarter of 2015, the Company recorded an adjustment to value its inventories to the lower of cost or market which resulted in a net impact of $106.0 million reflecting the change in the lower of cost or market inventory reserve from $668.9 million at March 31, 2015 to $562.9 million at June 30, 2015. During the six months ended June 30, 2015, the Company recorded an adjustment to value its inventories to the lower of cost or market which resulted in a net impact of $127.2 million reflecting the change in the lower of cost or market inventory reserve from $690.1 million at December 31, 2014 to $562.9 million at June 30, 2015. The net impact of these LCM inventory adjustments are included in the Refining segment's operating income, but are excluded from the operating results presented in the table in order to make such information comparable between periods.

Liquidity and Capital Resources

Overview

Our primary sources of liquidity are our cash flows from operations and borrowing availability under our credit facilities, as more fully described below. We believe that our cash flows from operations and available capital resources will be sufficient to meet our and our subsidiaries' capital expenditure, working capital, dividend payments, debt service and share repurchase program requirements, as well as our obligations under the tax receivable agreement, for the next twelve months, and to fund the planned Chalmette Acquisition. However, our ability to generate sufficient cash flow from operations depends, in part, on petroleum market pricing and general economic, political and other factors beyond our control. We are in compliance with all of the covenants, including financial covenants, for all of our debt agreements.

Cash Flow Analysis

Cash Flows from Operating Activities

Net cash provided by operating activities was $317.7 million for the six months ended June 30, 2015 compared to net cash provided by operating activities of $166.1 million for the six months ended June 30, 2014. Our operating cash flows for the six months ended June 30, 2015 included our net income of $261.6 million, plus net non-cash charges relating to the change in the fair value of our inventory repurchase obligations of $89.2 million, depreciation and amortization of $100.8 million, deferred income taxes of $74.0 million, pension and other post retirement benefits costs of $12.9 million, and equity-based compensation of $5.4 million, partially

49

offset by a net non-cash benefit of $127.2 million relating to a LCM inventory adjustment, change in the fair value of our catalyst lease of $4.0 million and gain on sale of assets of $1.0 million. In addition, net changes in working capital reflected uses of cash of $94.1 million driven by the timing of inventory purchases, payments for accrued expenses and collections of accounts receivables. Our operating cash flows for the six months ended June 30, 2014 included our net income of $229.1 million, plus net non-cash charges relating to depreciation and amortization of $71.4 million, change in deferred income taxes of $35.1 million, pension and other post retirement benefits costs of $10.5 million, change in the fair value of our catalyst lease obligations of $4.3 million and equity-based compensation of $2.9 million, partially offset by the change in the fair value of our inventory repurchase obligations of $8.0 million, and gain on sale of assets of $0.2 million. In addition, net changes in working capital reflected uses of cash of $179.0 million driven by the timing of inventory purchases and collections of accounts receivables.

Cash Flows from Investing Activities

Net cash used in investing activities was $113.6 million for the six months ended June 30, 2015 compared to net cash used in investing activities of $435.1 million for the six months ended June 30, 2014. The net cash flows used in investing activities for the six months ended June 30, 2015 was comprised of capital expenditures totaling $224.1 million, expenditures for refinery turnarounds of $22.9 million and expenditures for other assets of $5.4 million, partially offset by $138.1 million in proceeds from the sale of railcars and $0.7 million of net maturities of marketable securities. Net cash used in investing activities for the six months ended June 30, 2014 was comprised of net purchases of marketable securities totaling $300.0 million as collateral for the PBFX Term Loan entered into in conjunction with the PBFX Offering, capital expenditures totaling $125.3 million, expenditures for turnarounds of $39.4 million and expenditures for other assets of $8.2 million, partially offset by $37.8 million in proceeds from the sale of railcars.

Cash Flows from Financing Activities

Net cash provided by financing activities was $21.8 million for the six months ended June 30, 2015 compared to net cash provided by financing activities of $509.7 million for the six months ended June 30, 2014. For the six months ended June 30, 2015, net cash provided by financing activities consisted primarily of proceeds from the issuance of the PBFX Senior Notes of $350.0 million and net proceeds from the Rail Facility of $6.1 million, partially offset by distributions and dividends of $70.8 million, $251.3 million of net repayments of PBFX revolver and term loan borrowings, purchases of our Class A common stock of $4.0 million and $8.1 million for deferred financing and other costs. For the six months ended June 30, 2014, net cash provided by financing activities consisted primarily of proceeds received from the PBFX Offering of $341.0 million, borrowing under the PBFX Term Loan of $300.0 million, and borrowing of $8.2 million under the Rail Facility, offset by distributions and dividends of $114.0 million, $15.0 million of net repayments of revolver borrowings, PBFX Offering costs of $5.0 million, and $5.5 million for deferred financing and other costs.

Liquidity

As of June 30, 2015, PBF Energy's total liquidity was approximately $1,175.6 million, compared to total liquidity of approximately $1,140.0 million as of December 31, 2014. Total liquidity is the sum of our cash and cash equivalents plus the amount of availability under the Third Amended and Restated Revolving Credit Agreement ("Revolving Loan"). As of June 30, 2015, and December 31, 2014, PBFX had approximately $298.5 and $49.9 million, respectively, of borrowing capacity under the PBFX Revolving Credit Facility which is available to fund working capital, acquisitions, distributions and capital expenditures and for other general corporate purposes.

In addition, PBF Energy had borrowing capacity of $106.6 million and $212.7 million under the Rail Facility to fund the acquisition of Eligible Railcars as of June 30, 2015 and December 31, 2014, respectively.

Working Capital

Working capital for PBF Energy at June 30, 2015 was $1,113.4 million, consisting of $2,685.6 million in total current assets and $1,572.2 million in total current liabilities. Working capital at December 31, 2014 was $803.8 million, consisting of $2,346.7 million in total current assets and $1,542.8 million in total current liabilities.

50

Capital Spending

Net capital spending was $114.3 million for the six months ended June 30, 2015, which primarily included turnaround costs, safety related enhancements and facility improvements at the refineries. We currently expect to spend an aggregate of approximately $175.0 to $200.0 million in net capital expenditures during 2015, excluding any potential capital expenditures related to the pending Chalmette Acquisition, for facility improvements and refinery maintenance and turnarounds.

As noted in "Business Developments", we entered into a Sale and Purchase Agreement to purchase the ownership interests of Chalmette Refining. The aggregate purchase price for the Chalmette Acquisition is $322.0 million in cash, plus inventory and working capital to be determined at closing. The purchase price is also subject to other customary purchase price adjustments. The Chalmette Acquisition is expected to close prior to year-end 2015, subject to satisfaction of customary closing conditions. We expect to finance the transaction through a combination of cash on hand and borrowings under our existing credit facility, as well as potentially utilizing inventory intermediation arrangements with third parties.

Share Repurchases

On August 19, 2014, the Company's Board of Directors authorized the repurchase of up to $200.0 million of our Class A common stock (the "Repurchase Program"). On October 29, 2014, the Board of Directors approved an additional $100.0 million increase to the existing Repurchase Program. As of June 30, 2015, the Company has purchased approximately 5.91 million shares of the Company's Class A common stock under the Repurchase Program for $146.7 million through open market transactions. The Company currently has the ability to purchase approximately an additional $153.3 million in common stock under the approved Repurchase Program.

These repurchases may be made from time to time through various methods, including open market transactions, block trades, accelerated share repurchases, privately negotiated transactions or otherwise, certain of which may be effected through Rule 10b5-1 and Rule 10b-18 plans. The timing and number of shares repurchased will depend on a variety of factors, including price, capital availability, legal requirements and economic and market conditions. The Company is not obligated to purchase any shares under the Repurchase Program, and repurchases may be suspended or discontinued at any time without prior notice.

Off-Balance Sheet Arrangements and Contractual Obligations and Commitments

We have no off-balance sheet arrangements as of June 30, 2015, other than outstanding letters of credit in the amount of approximately $375.7 million.

In March 2015, we sold 515 of our owned crude railcars and concurrently entered into a lease agreement for the same railcars. The lease agreements for the railcars have varying terms from five to seven years. We received a cash payment for the railcars of approximately $77.6 million and expect to make payments totaling $44.9 million over the term of the lease for these railcars.

In June 2015, we sold 404 of our owned crude railcars and concurrently entered into lease agreements for the same railcars. The lease agreements for the railcars have varying terms from five to six years. We received aggregate cash payments for the railcars of approximately $60.5 million and expect to make payments totaling $36.0 million over the term of the lease for these railcars.

During the six months ended June 30, 2015, we entered into additional railcar leases with terms of up to 7 years. We expect to make lease payments of $39.0 million over the remaining term of these additional agreements.

Tax Receivable Agreement Obligations

We expect that the payments that we may make under the tax receivable agreement will be substantial. As of June 30, 2015, we have recognized a liability for the tax receivable agreement of $737.4 million reflecting

51

our estimate of the undiscounted amounts that we expect to pay under the agreement due to exchanges of PBF LLC Series A Units for shares of PBF Energy's Class A common stock that occurred prior to that date, and to range over the next five years from approximately $38.4 million to $66.5 million per year and decline thereafter. In addition, under certain circumstances, our obligations under the tax receivable agreement may be accelerated and determined based on certain assumptions set forth therein. Assuming that the market value of a share of our Class A common stock equals $28.42 per share (the closing price on June 30, 2015) and that LIBOR were to be 1.85%, we estimate as of June 30, 2015 that the aggregate amount of these accelerated payments would have been approximately $679.7 million if triggered immediately on such date. These payment obligations are obligations of PBF Energy and not of PBF LLC or any of its subsidiaries including PBF Holding or PBFX. However, because PBF Energy is a holding company with no operations of its own, PBF Energy's ability to make payments under the tax receivable agreement is dependent upon a number of factors, including its subsidiaries' ability to make distributions for the benefit of PBF LLC's members, including PBF Energy, its ability, if necessary, to finance its obligations under the tax receivable agreement and existing indebtedness which may limit PBF Energy's subsidiaries' ability to make distributions.

Future payments under the tax receivable agreement by us in respect of subsequent exchanges of PBF LLC Series A Units for shares of PBF Energy's Class A common stock would be in addition to the amounts above and are expected to be substantial. The foregoing numbers are merely estimates - the actual payments could differ materially and assume that there is no material changes in the relevant tax law, and that we earn sufficient taxable income to realize all tax benefits that are subject to the tax receivable agreement. It is possible that future transactions or events could increase or decrease the actual tax benefits realized and the corresponding tax receivable agreement payments.

Dividend and Distribution Policy

PBF Energy

With respect to dividends and distributions paid during the six months ended June 30, 2015, PBF LLC made aggregate non-tax quarterly distributions of $0.60 per unit to its members, of which $51.5 million was distributed to PBF Energy and the balance was distributed to its other members. PBF Energy used this $51.5 million to pay quarterly cash dividends of $0.30 per share of Class A common stock on March 10, 2015 and May 27, 2015. In addition, during the six months ended June 30, 2015, PBF LLC made aggregate tax distributions to its members of $91.9 million, of which $86.8 million were made to PBF Energy.

On July 30, 2015, our Board of Directors declared a dividend of $0.30 per share on outstanding Class A common stock. The dividend is payable on August 25, 2015 to Class A common stockholders of record at the close of business on August 10, 2015. PBF LLC intends to make pro-rata distributions of $0.30 per unit to its members, including PBF Energy. PBF Energy will then use this distribution to fund the dividend payments to the shareholders of PBF Energy.

PBF Energy currently intends to pay a quarterly cash dividend of $0.30 per share of Class A common stock. The declaration, amount and payment of this and any other future dividends on shares of Class A common stock will be at the sole discretion of our board of directors, and we are not obligated under any applicable laws, our governing documents or any contractual agreements with our existing owners or otherwise to declare or pay any dividends or other distributions (other than the obligations of PBF LLC to make tax distributions to its members).

As of June 30, 2015, PBF Energy had $987.4 million of unused borrowing availability, which includes PBF Holding cash and cash equivalents of $435.6 million, under the Revolving Loan to fund its operations, if necessary. Accordingly, as of June 30, 2015, there was sufficient cash and cash equivalents and borrowing capacity under our credit facilities available to make distributions to PBF LLC, if necessary, in order for PBF LLC to make pro-rata distributions to its members, including PBF Energy, necessary to fund in excess of one year’s cash dividend payments by PBF Energy. PBF Holding would have been permitted under its debt agreements to make these distributions; however, their ability to continue to comply with their debt covenants is, to a significant degree, subject to its operating results, which are dependent on a number of factors outside of our control. We believe our

52

and our subsidiaries' available cash and cash equivalents, other sources of liquidity to operate our business and operating performance provides us with a reasonable basis for our assessment that we can support our intended dividend and distribution policy.

PBF Logistics LP

PBFX intends to pay a minimum quarterly distribution of at least $0.30per unit per quarter, or $1.20 per unit on an annualized basis, which aggregates to approximately $10.4 million per quarter and approximately $41.8 million per year based on the number of common and subordinated units outstanding as of June 30, 2015. During the six months ended June 30, 2015, PBFX made quarterly cash distributions totaling $22.9 million of which $12.0 million was distributed to PBF LLC and the balance was distributed to its public unit holders.

On July 30, 2015, the Board of Directors of PBFX's general partner, PBF GP, declared a distribution of $0.37 per unit on outstanding common and subordinated units of PBFX. The distribution is payable on August 31, 2015 to PBFX common and subordinated unit holders of record at the close of business on August 14, 2015.

As of June 30, 2015, PBFX had $298.5 million of unused borrowing availability under the PBFX Revolving Credit Facility and cash and cash equivalents of $6.7 million to fund its operations, if necessary. Accordingly, as of June 30, 2015, there was sufficient cash and cash equivalents and borrowing capacity under our credit facilities available to PBFX to make distributions to unit holders.

53

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks, including changes in commodity prices and interest rates. Our primary commodity price risk is associated with the difference between the prices we sell our refined products for and the prices we pay for crude oil and other feedstocks. We may use derivative instruments to manage the risks from changes in the prices of crude oil and refined products, interest rates, or to capture market opportunities.

Commodity Price Risk

Our earnings, cash flow and liquidity are significantly affected by a variety of factors beyond our control, including the supply of, and demand for, crude oil, other feedstocks, refined products and natural gas. The supply of and demand for these commodities depend on, among other factors, changes in domestic and foreign economies, weather conditions, domestic and foreign political affairs, planned and unplanned downtime in refineries, pipelines and production facilities, production levels, the availability of imports, the marketing of competitive and alternative fuels, and the extent of government regulation. As a result, the prices of these commodities can be volatile. Our revenues fluctuate significantly with movements in industry refined product prices, our cost of sales fluctuates significantly with movements in crude oil and feedstock prices and our operating expenses fluctuate with movements in the price of natural gas. We manage our exposure to these commodity price risks through our supply and inventory intermediation agreements as well as through the use of various commodity derivative instruments.

Certain of our agreements reduce the time we are exposed to market price fluctuations. For example, our crude and feedstock supply agreement with Statoil allows us to take title to and price our crude oil at locations in close proximity to our refineries, as opposed to the crude oil origination point. The crude supply agreement with MSCG for our Toledo refinery, which terminated on July 31, 2014, allowed us to price and pay for our crude oil as it is processed at that refinery.

We may use non-trading derivative instruments to manage exposure to commodity price risks associated with the purchase or sale of crude oil and feedstocks, finished products and natural gas outside of the agreements. The derivative instruments we use include physical commodity contracts and exchange-traded and over-the-counter financial instruments. We mark-to-market our commodity derivative instruments and recognize the changes in their fair value in our statements of operations.

At June 30, 2015 and December 31, 2014, we had gross open commodity derivative contracts representing 41.6 million barrels and 49.3 million barrels, respectively, with an unrealized net gain of $18.7 million and $31.2 million, respectively. The open commodity derivative contracts as of June 30, 2015 expire at various times during 2015 and 2016.

We carry inventories of crude oil, intermediates and refined products (“hydrocarbon inventories”) on our balance sheet, the values of which are subject to fluctuations in market prices. Our hydrocarbon inventories totaled approximately 18.5 million barrels and 18.6 million barrels at June 30, 2015 and December 31, 2014, respectively. The average cost of our hydrocarbon inventories was approximately $99.08 and $94.29 per barrel on a LIFO basis at June 30, 2015 and December 31, 2014, respectively, excluding the net impact of LCM adjustments of approximately $562.9 million and $690.1 million, respectively. If market prices decline to a level below the average cost, we may be required to further write down the carrying value of our hydrocarbon inventories to market.

Our predominant variable operating cost is energy, which is comprised primarily of natural gas and electricity. We are therefore sensitive to movements in natural gas prices. Assuming normal operating conditions, we annually consume a total of approximately 37 million MMBTUs of natural gas amongst our three refineries. Accordingly, a $1.00 per MMBTU change in natural gas prices would increase or decrease our natural gas costs by approximately $37 million.

54

Compliance Program Price Risk

We are exposed to market risks related to the volatility in the price of Renewable Identification Numbers ("RINs") required to comply with the Renewable Fuel Standard. Our overall RINs obligation is based on a percentage of our domestic shipments of on-road fuels as established by the EPA. To the degree we are unable to blend the required amount of biofuels to satisfy our RINs obligation, we must purchase RINs on the open market. To mitigate the impact of this risk on our results of operations and cash flows we may purchase RINs when the price of these instruments is deemed favorable.

Interest Rate Risk

Borrowings under the Revolving Loan bear interest either at the Alternative Base Rate plus the Applicable Margin or at the Adjusted LIBOR Rate plus the Applicable Margin, all as defined in the agreement. The Applicable Margin ranges from 1.50% to 2.25% for Adjusted LIBOR Rate Loans and from 0.50% to 1.25% for Alternative Base Rate Loans, depending on the Company's debt rating. If this facility were fully drawn, a one percent change in the interest rate would increase or decrease our interest expense by $25.0 million annually.

The PBFX Revolving Credit Facility and the PBFX Term Loan bear interest at a variable rate and exposes us to interest rate risk. A 1.0% change in the interest rate associated with the borrowings outstanding under these facilities would result in a $5.4 million change in our interest expense, assuming we were to borrow all $325.0 million under our PBFX Revolving Credit Facility and the outstanding balance of our PBFX Term Loan was $234.2 million.

The Rail Facility bears interest at a variable rate and exposes us to interest rate risk. A 1.0% change in the interest rate associated with the borrowings outstanding under this facility would result in a $1.5 million change in our interest expense, assuming the $150.0 million available under the Rail Facility were fully drawn.

We also have interest rate exposure in connection with our Statoil crude oil agreement and J. Aron Inventory Intermediation Agreements under which we pay a time value of money charge based on LIBOR.

Credit Risk

We are subject to risk of losses resulting from nonpayment or nonperformance by our counterparties. We will continue to closely monitor the creditworthiness of customers to whom we grant credit and establish credit limits in accordance with our credit policy.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

PBF Energy maintains a system of disclosure controls and procedures that is designed to provide reasonable assurance that information which is required to be disclosed is accumulated and communicated to management in a timely manner. Under the supervision and with the participation of our management, including PBF Energy's principal executive officer and the principal financial officer, we have evaluated the effectiveness of our system of disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of June 30, 2015. Based on that evaluation, PBF Energy's principal executive officer and the principal financial officer have concluded that PBF Energy's disclosure controls and procedures are effective at the reasonable assurance level.

55

Changes in Internal Control Over Financial Reporting

Management has not identified any changes in PBF Energy's internal control over financial reporting that occurred during the three months ended June 30, 2015 that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

56

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The Delaware City Rail Terminal and DCR West Rack are collocated with the Delaware City refinery, and are located in Delaware's coastal zone where certain activities are regulated under the Delaware Coastal Zone act. On June 14, 2013, two administrative appeals were filed by the Sierra Club and Delaware Audubon (collectively the "Appellants") regarding an air permit Delaware City Refining Company LLC ("Delaware City Refining" or "DCR") obtained to allow loading of crude oil onto barges. The appeals allege that both the loading of crude oil onto barges and the operation of the Delaware City Rail Terminal violate Delaware’s Coastal Zone Act. The first appeal is Number 2013-1 before the State Coastal Zone Industrial Control Board (the “CZ Board”), and the second appeal is before the Environmental Appeals Board (the "EAB") and appeals Secretary’s Order No. 2013-A-0020. The CZ Board held a hearing on the first appeal on July 16, 2013, and ruled in favor of Delaware City Refining and the State of Delaware and dismissed the Appellants’ appeal for lack of standing. The Appellants appealed that decision to the Delaware Superior Court, New Castle County, Case No. N13A-09-001 ALR, and Delaware City Refining and the State of Delaware filed cross-appeals. A hearing on the second appeal before the EAB, case no. 2013-06, was held on January 13, 2014, and the EAB ruled in favor of DCR and the State and dismissed the appeal for lack of jurisdiction. The Appellants also filed a Notice of Appeal with the Superior Court appealing the EAB’s decision. On March 31, 2015 the Superior Court affirmed the decisions by both the CZ Board and the EAB stating they both lacked jurisdiction to rule on the Appellants' appeal. The Appellants have appealed to the Delaware Supreme Court and briefing on the case is scheduled to continue into the third quarter of 2015. If the Appellants in one or both of these matters ultimately prevail, the outcome may have an adverse material adverse effect on the Company's financial condition, results of operations, cash flows and ability to make distributions to its stockholders.

On July 24, 2013, the Delaware Department of Natural Resources and Environmental Control ("DNREC") issued a Notice of Administrative Penalty Assessment and Secretary’s Order to Delaware City Refining for alleged air emission violations that occurred during the re-start of the refinery in 2011 and subsequent to the re-start. The penalty assessment seeks $460,200 in penalties and $69,030 in cost recovery for DNREC’s expenses associated with investigation of the incidents. We dispute the amount of the penalty assessment and allegations made in the order, and are in discussions with DNREC to resolve the assessment.

Item 1A. Risk Factors

The following risk factors supplement and/or update the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2014:

Risks Relating to Our Business and Industry

Our announced Chalmette Acquisition may not close when we expect, or at all, and may pose unforeseen risks and/or not have the benefits we expect.

On June 17, 2015, we entered into an agreement to purchase the ownership interests of Chalmette Refining, which owns the Chalmette refinery and related logistics assets. The aggregate purchase price for the Chalmette Acquisition is $322.0 million in cash, plus inventory and working capital to be determined at closing. The purchase price is also subject to other customary purchase price adjustments. The Chalmette Acquisition is expected to close prior to year-end 2015, subject to satisfaction of customary closing conditions. There can be no assurance that we will complete the Chalmette Acquisition under the terms set forth in the purchase agreement, or at all. We expect to finance the transaction through a combination of cash on hand and borrowings under our revolving credit facility, as well as potentially utilizing inventory intermediation arrangements with third parties. The Chalmette refinery acquisition is subject to numerous risks and uncertainties, including (i) the possibility that the announced acquisition will be delayed or will not close due to the failure of either party to satisfy the closing conditions, or for other reasons, (ii) the risk that the Chalmette refinery will not be integrated into our company successfully or that expected benefits will not be realized and (iii) unforeseen liabilities associated with the Chalmette Acquisition. In addition,

57

we currently have no operations in the Gulf Coast and this may add complexity to effectively overseeing, integrating and operating this refinery and related assets.

Changes in laws or standards affecting the transportation of North American crude oil by rail could significantly impact our operations, and as a result cause our costs to increase.

Investigations into past rail accidents involving the transport of crude oil have prompted government agencies and other interested parties to call for increased regulation of the transport of crude oil by rail including in the areas of crude oil constituents, rail car design, routing of trains and other matters. The Secretary of Transportation issued an Emergency Restriction/Prohibition Order (the “Order”) that was later amended and restated on March 6, 2014 governing shipments of petroleum crude oil offered in transportation by rail. The Order requires shippers to properly test and classify petroleum crude oil and further requires shippers to treat Class 3 petroleum crude oil transported by rail in tank cars as a Packing Group I or II hazardous material only. To the extent that the Order is applicable, we believe our operations already comply with it and that the Order will not have a material impact on our cash flows. Subsequently, on May 7, 2014, the DOT issued a Safety Advisory warning rail shippers and carriers against the use of older design “111” rail cars for shipments of crude oil from the Bakken region. We do not expect this Safety Advisory will affect our operations because all of the rail cars utilized in crude oil service are the newer designed “CPC-1232” rail cars. Also on May 7, 2014, the DOT issued an order requiring rail carriers to provide certain notifications to State agencies along routes utilized by trains over a certain length carrying crude oil. The required notifications do not affect our unloading operations. In addition, in November 2014, the DOT issued a final rule regarding safety training standards under the Rail Safety Improvement Act of 2008. The rule required each railroad or contractor to develop and submit a training program to perform regular oversight and annual written reviews. Recently, on May 1, 2015 the Pipeline and Hazardous Materials Safety Administration and the Federal Railroad Administration issued new final rules for enhanced tank car standards and operational controls for high-hazard flammable trains. While these new rules have just been issued and we are still evaluating the impact of these new rules, we do not believe the new rules will have a material impact on our operations or financial position and we believe we will be able to comply with the new rules without a material impact. If further changes in law, regulations or industry standards occur that result in requirements to reduce the volatile or flammable constituents in crude oil that is transported by rail, alter the design or standards for rail cars, change the routing or scheduling of trains carrying crude oil, or any other changes that detrimentally affect the economics of delivering North American crude oil by rail to our or subsequently to third party refineries, our costs could increase, which could have a material adverse effect on our financial condition, results of operations, cash flows and our ability to service our indebtedness.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Exchange of PBF LLC Series A Units to Class A Common Stock

In the three months ended June 30, 2015, a total of 56,069 PBF LLC Series A Units were exchanged for 56,069 shares of our Class A common stock in transactions exempt from registration under Section 4(2) of the Securities Act. We received no other consideration in connection with these exchanges. No exchanges were made by any of our directors or current executive officers.

Share Repurchase Program

The following table summarizes the Company's Class A common stock share repurchase activity during the three months ended June 30, 2015:

58

	Total number of shares purchased (1)	Average price paid per share (2)		Total number of shares purchased as part of publicly announced plans or programs	Maximum approximate dollar value of shares that may yet be purchased under the plans or programs (in thousands)
April 1-30, 2015	—	$	—	—	$	156,862
May 1-31, 2015	—	—		—	156,862
June 1-30, 2015	124,589	28.84		124,589	153,269
Total	124,589	$	28.84	124,589	$	153,269

(1) The shares purchased include only those shares that have settled as of the period end date.

(2) Average price per share excludes transaction commissions.

59

Item 6. Exhibits

The exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of this report and such Exhibit Index is incorporated herein by reference.

EXHIBIT INDEX

Exhibit Number	Description
2.1**	Sale and Purchase Agreement by and between PBF Holding Company LLC, ExxonMobil Oil Corporation, Mobil Pipe Line Company and PDV Chalmette, L.L.C. as of June 17, 2015. (Incorporated by reference to Exhibit 2.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated June 17, 2015 (File No. 001-35764))
4.1	Indenture dated May 12, 2015, among PBF Logistics LP, PBF Logistics Finance Corporation, the Guarantors named therein and Deutsche Bank Trust Company Americas, as Trustee (Incorporated by reference to Exhibit 4.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated May 12, 2015 (File No. 001-35764))
10.1	First Amendment to Loan Agreement dated as of April 29, 2015, by and among PBF Rail Logistics Company LLC + Credit Agricole Corporate and Investment Bank (Incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated April 29, 2015 (File No. 001-35764))
10.2	Contribution Agreement dated as of May 5, 2015 by and between PBF Energy Company LLC and PBF Logistics LP (Incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated May 5, 2015 (File No. 001-35764))
10.3	Third Amended and Restated Omnibus Agreement dated as of May 15, 2015 among PBF Holding Company LLC, PBF Energy Company LLC, PBF Logistics GP LLC and PBF Logistics LP (Incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated May 12, 2015 (File No. 001-35764))
10.4	Third Amended and Restated Operation and Management Services and Secondment Agreement dated as of May 15, 2015 among PBF Holding Company LLC, Delaware City Refining Company LLC, Toledo Refining Company LLC, PBF Logistics GP LLC , PBF Logistics LP, Delaware City Terminaling Company LLC, Delaware Pipeline Company LLC, Delaware City Logistics Company LLC and Toledo Terminaling Company LLC (Incorporated by reference to Exhibit 10.2 filed with PBF Energy Inc.’s Current Report on Form 8-K dated May 12, 2015 (File No. 001-35764))
10.5	Delaware Pipeline Services Agreement dated as of May 15, 2015 among PBF Holding Company LLC and Delaware Pipeline Company LLC (Incorporated by reference to Exhibit 10.3 filed with PBF Energy Inc.’s Current Report on Form 8-K dated May 12, 2015 (File No. 001-35764))
10.6	Delaware City Truck Loading Services Agreement dated as of May 15, 2015 among PBF Holding Company LLC and Delaware City Logistics Company LLC (Incorporated by reference to Exhibit 10.4 filed with PBF Energy Inc.’s Current Report on Form 8-K dated May 12, 2015 (File No. 001-35764))
10.7	Guaranty of Collection, dated as of May 12, 2015, by PBF Energy Company LLC with respect to the 6.875% Senior Notes due 2023 issued by PBF Logistics LP (Incorporated by reference to Exhibit 10.5 filed with PBF Energy Inc.’s Current Report on Form 8-K dated May 12, 2015 (File No. 001-35764))
10.8 *	Amended and Restated Guaranty of Collection, dated as of September 30, 2014, by PBF Energy Company LLC with respect to the Term Loan and Security Agreement and Revolving Credit Agreement of PBF Logistics LP

60

10.8.1 *	Reaffirmation Agreement, dated as of December 5, 2014, by PBF Energy Company LLC with respect to the Amended and Restated Guaranty of Collection
10.8.2 *	Designation of Other Guaranteed Revolving Credit Obligations, dated as of December 12, 2014 with respect to the Amended and Restated Guaranty of Collection
10.9 † *	Inventory Intermediation Agreement dated as of May 29, 2015 (as amended) between J. Aron & Company and PBF Holding Company LLC and Paulsboro Refining Company LLC.
10.10 † *	Inventory Intermediation Agreement dated as of May 29, 2015 (as amended) between J. Aron & Company and PBF Holding Company LLC and Delaware City Refining Company LLC.
31.1*	Certification of Thomas J. Nimbley, Chief Executive Officer of PBF Energy Inc. pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Erik Young, Chief Financial Officer of PBF Energy Inc. pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1* (1)	Certification of Thomas J. Nimbley, Chief Executive Officer of PBF Energy Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2* (1)	Certification of Erik Young, Chief Financial Officer of PBF Energy Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.

 ——————————

*	Filed herewith.
**	Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of the omitted schedules to the SEC upon request.
†	Confidential treatment requested as to certain portions, which portions are omitted and filed separately with the Securities and Exchange Commission.
(1)	This exhibit should not be deemed to be "filed" for purposes of Section 18 of the Exchange Act.

61

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		PBF Energy Inc.
Date	August 6, 2015		By:	/s/ Erik Young
				Erik Young Senior Vice President, Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)

62

EXHIBIT INDEX

Exhibit Number	Description
2.1**	Sale and Purchase Agreement by and between PBF Holding Company LLC, ExxonMobil Oil Corporation, Mobil Pipe Line Company and PDV Chalmette, L.L.C. as of June 17, 2015. (Incorporated by reference to Exhibit 2.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated June 17, 2015 (File No. 001-35764))
4.1	Indenture dated May 12, 2015, among PBF Logistics LP, PBF Logistics Finance Corporation, the Guarantors named therein and Deutsche Bank Trust Company Americas, as Trustee (Incorporated by reference to Exhibit 4.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated May 12, 2015 (File No. 001-35764))
10.1	First Amendment to Loan Agreement dated as of April 29, 2015, by and among PBF Rail Logistics Company LLC + Credit Agricole Corporate and Investment Bank (Incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated April 29, 2015 (File No. 001-35764))
10.2	Contribution Agreement dated as of May 5, 2015 by and between PBF Energy Company LLC and PBF Logistics LP (Incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated May 5, 2015 (File No. 001-35764))
10.3	Third Amended and Restated Omnibus Agreement dated as of May 15, 2015 among PBF Holding Company LLC, PBF Energy Company LLC, PBF Logistics GP LLC and PBF Logistics LP (Incorporated by reference to Exhibit 10.1 filed with PBF Energy Inc.’s Current Report on Form 8-K dated May 12, 2015 (File No. 001-35764))
10.4	Third Amended and Restated Operation and Management Services and Secondment Agreement dated as of May 15, 2015 among PBF Holding Company LLC, Delaware City Refining Company LLC, Toledo Refining Company LLC, PBF Logistics GP LLC , PBF Logistics LP, Delaware City Terminaling Company LLC, Delaware Pipeline Company LLC, Delaware City Logistics Company LLC and Toledo Terminaling Company LLC (Incorporated by reference to Exhibit 10.2 filed with PBF Energy Inc.’s Current Report on Form 8-K dated May 12, 2015 (File No. 001-35764))
10.5	Delaware Pipeline Services Agreement dated as of May 15, 2015 among PBF Holding Company LLC and Delaware Pipeline Company LLC (Incorporated by reference to Exhibit 10.3 filed with PBF Energy Inc.’s Current Report on Form 8-K dated May 12, 2015 (File No. 001-35764))
10.6	Delaware City Truck Loading Services Agreement dated as of May 15, 2015 among PBF Holding Company LLC and Delaware City Logistics Company LLC (Incorporated by reference to Exhibit 10.4 filed with PBF Energy Inc.’s Current Report on Form 8-K dated May 12, 2015 (File No. 001-35764))
10.7	Guaranty of Collection, dated as of May 12, 2015, by PBF Energy Company LLC with respect to the 6.875% Senior Notes due 2023 issued by PBF Logistics LP (Incorporated by reference to Exhibit 10.5 filed with PBF Energy Inc.’s Current Report on Form 8-K dated May 12, 2015 (File No. 001-35764))
10.8 *	Amended and Restated Guaranty of Collection, dated as of September 30, 2014, by PBF Energy Company LLC with respect to the Term Loan and Security Agreement and Revolving Credit Agreement of PBF Logistics LP
10.8.1 *	Reaffirmation Agreement, dated as of December 5, 2014, by PBF Energy Company LLC with respect to the Amended and Restated Guaranty of Collection
10.8.2 *	Designation of Other Guaranteed Revolving Credit Obligations, dated as of December 12, 2014 with respect to the Amended and Restated Guaranty of Collection

63

10.9 † *	Inventory Intermediation Agreement dated as of May 29, 2015 (as amended) between J. Aron & Company and PBF Holding Company LLC and Paulsboro Refining Company LLC.
10.10 † *	Inventory Intermediation Agreement dated as of May 29, 2015 (as amended) between J. Aron & Company and PBF Holding Company LLC and Delaware City Refining Company LLC.
31.1*	Certification of Thomas J. Nimbley, Chief Executive Officer of PBF Energy Inc. pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Erik Young, Chief Financial Officer of PBF Energy Inc. pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1* (1)	Certification of Thomas J. Nimbley, Chief Executive Officer of PBF Energy Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2* (1)	Certification of Erik Young, Chief Financial Officer of PBF Energy Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.

 ——————————

*	Filed herewith.
**	Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of the omitted schedules to the SEC upon request.
†	Confidential treatment requested as to certain portions, which portions are omitted and filed separately with the Securities and Exchange Commission.
(1)	This exhibit should not be deemed to be "filed" for purposes of Section 18 of the Exchange Act.

64

EX-10.8

AMENDED AND RESTATED GUARANTY OF COLLECTION

THIS AMENDED AND RESTATED GUARANTY OF COLLECTION (this “Agreement”) is made as of September 30, 2014 by PBF Energy Company LLC, a Delaware limited liability company (the “Parent Guarantor”), to and in favor of (i) Wells Fargo Bank, National Association, as administrative agent (the “Term Loan Agent”) under that certain Term Loan and Security Agreement dated May 14, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”), between PBF Logistics LP, a Delaware limited partnership (the “Borrower”) and the lenders party thereto from time to time (the “Term Loan Lenders”), and (ii) Wells Fargo Bank, National Association, as administrative agent (the “Revolving Agent”), swingline lender and L/C issuer under that certain Revolving Credit Agreement dated May 14, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”, and together with the Term Loan Agreement, collectively, the “Loan Agreements”) among the Borrower, the Revolving Agent and the lenders party thereto from time to time (the “Revolving Lenders” and together with the Term Loan Lenders, collectively, the “Lenders”). Capitalized terms used in this Agreement and not otherwise defined herein have the respective meanings assigned thereto in the Revolving Credit Agreement.

RECITALS:

WHEREAS, the Parent Guarantor directly or indirectly owns certain limited and general partnership interests in the Borrower;

WHEREAS, pursuant to the Loan Agreements, the Term Loan Lenders and the Revolving Lenders have respectively provided a (i) term loan facility and (ii) a revolving credit facility to the Borrower;

WHEREAS, a portion of the proceeds of the extensions of credit under the Loan Agreements have enabled and will continue to enable the Borrower to make valuable distributions to the Parent Guarantor in connection with the Transactions and other transactions to occur after the Closing Date from time to time;

WHEREAS, the Borrower is a member of an affiliated group of companies that includes the Parent Guarantor;

WHEREAS, the Parent Guarantor has directly benefited and will continue to directly benefit from the extensions of credit made to the Borrower; and

WHEREAS, the Parent Guarantor, the Term Loan Agent and the Revolving Agent previously entered into that certain Guaranty of Collection dated May 14, 2014 (the “OriginalGuaranty”);

WHEREAS, the Parent Guarantor, the Term Loan Agent and the Revolving Agent desire to amend and restate in its entirety the Original Guaranty on the terms set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parent Guarantor hereby agrees as follows:

1.    Defined Terms. As used herein, the following terms have the following meanings:

(a) “Borrower Party” means the Borrower, each other Loan Party and any Person that has guaranteed any payment, granted any Lien or otherwise provided credit support under the Loan Documents or Term Loan Documents (other than the Parent Guarantor).

(b) “Cap” means (i) $300,000,000 plus(ii) the principal amount of Subsequent Loans (as defined in the Term Loan Agreement) extended under the Term Loan Agreement.

(c)    “Cap Date” has the meaning set forth in Section 8(a) hereof.

(d) “Final Termination Date” means the latest to occur of (i) the Term Loan Guaranty Termination Date, (ii) the Revolving Credit Guaranty Termination Date and (iii) the Other Revolving Credit Guaranty Termination Date.

(e) “Lender Remedies” means all rights and remedies at law and in equity (including, without limitation, any arising under any applicable Loan Document or Term Loan Document) that the Term Loan Agent, the Term Loan Lenders or the Revolving Agent and the Revolving Lenders, as applicable, may have against any Borrower Party or any other Person that has provided Liens, guarantees or other credit support in respect of the applicable Guaranteed Obligations (and, in each case, their respective property), to collect, or obtain payment of, the Guaranteed Obligations, including, without limitation, foreclosure or similar proceedings (including, without limitation, against each Borrower Party and its property), litigation and collection on all applicable insurance policies and against all applicable property, and termination of all commitments to advance additional funds to the Borrower under the Loan Agreements.

(f) “Other Guaranteed Revolving Credit Obligations” means, only to the extent so designated by Parent Guarantor by written notice to the Revolving Agent, Revolving Credit Obligations, which designation of any such Revolving Credit Obligations may be terminated by Parent Guarantor at any time to the extent of any repayment of such Revolving Credit Obligations under the Revolving Credit Agreement and, upon such termination, such Revolving Credit Obligations shall cease to be entitled to the benefit of this Guaranty. To the extent that there are Revolving Credit Obligations outstanding that are not Other Guaranteed Revolving Credit Obligations at the time that payments of Revolving Credit Obligations are made, such payments shall be deemed to be applied first to the Other Guaranteed Revolving Credit Obligations.

(g) “Other Revolving Credit Guaranty Termination Date” has the meaning set forth in Section 8 hereof.

(h)    “Revolving Credit Guaranty Amendment Effective Date”    means

September 30, 2014.

(i) “Revolving Credit Guaranty Effective Date” means the first date on which the Borrower makes a repayment or prepayment of Term Loans under the Term Loan Agreement.

(j) “Revolving Credit Guaranty Termination Date” has the meaning set forth in Section 8 hereof.

(k) “Revolving Credit Obligations” means all “Obligations” as defined in the Revolving Credit Agreement, other than Obligations in respect of any Secured Cash Management Agreements and any Secured Hedge Agreements.

(l)    “Term Loan Documents” means the “Loan Documents” under the Term

Loan Agreement.

(m)    “Term Loan Guaranty Effective Date” means the date of this Agreement. (n)    “Term Loan Guaranty Termination Date” has the meaning set forth in

Section 8 hereof.

(o) “Term Loan Repayment Amount” means the aggregate principal amount of all Term Loans that have been repaid or prepaid by the Borrower on or after the Term Loan Guaranty Effective Date.

(p)    “Term Loans” means the “Loans” as defined in the Term Loan

Agreement.

2. Guaranty. Subject to the terms and conditions set forth in this Agreement (including, without limitation, Section 4), the Parent Guarantor hereby irrevocably, unconditionally, absolutely and directly guarantees:

(a) to the Term Loan Agent, for the pro rata benefit of the Term Loan Lenders, from and after the Term Loan Guaranty Effective Date through and including the Term Loan Guaranty Termination Date, the payment of the principal amount of all Term Loans outstanding under the Term Loan Agreement, in an amount not to exceed the Cap (collectively, the “Guaranteed Term Loan Obligations”);

(b) to the Revolving Agent, for the pro rata benefit of the Revolving Lenders, the payment of the principal amount of all Other Guaranteed Revolving Credit Obligations outstanding under the Revolving Credit Agreement, in each case, for the period beginning from and after the Revolving Credit Guaranty Amendment Effective Date through the date of (and to the extent of) payment of the Other Guaranteed Revolving Credit Obligations outstanding under the Revolving Credit Agreement as so designated in writing by Parent Guarantor to Term Loan Agent and Revolving Agent from time to time (provided, however, the failure of Parent Guarantor to provide such designation shall not affect such termination); and

(c) to the Revolving Agent, for the pro rata benefit of the Revolving Lenders, from and after the Revolving Credit Guaranty Effective Date through and including the Revolving Credit Guaranty Termination Date, the payment of all Revolving Credit Obligations outstanding under the Revolving Credit Agreement that are not Other Guaranteed Revolving Credit Obligations, in an amount not to exceed the lesser of (i) the Cap and (ii) the Term Loan Repayment Amount (collectively, the “Guaranteed RevolvingCredit Obligations”, and together with the Guaranteed Term Loan Obligations and Other Guaranteed Revolving Credit Obligations, the “Guaranteed Obligations”).

3. Guaranty of Collection and Not of Payment. Notwithstanding any other provision of this Agreement, this Agreement is a guaranty of collection and not of payment, and the Parent Guarantor shall not be obligated to make any payment:

(a) With respect to the Guaranteed Term Loan Obligations until each of the following is true:

(i) the Borrower shall have failed to make a payment when the same shall be due and owing to the Term Loan Agent (on behalf of the Term Loan Lenders) in respect of the Guaranteed Term Loan Obligations;

(ii) the obligations under the Term Loan Agreement shall have been accelerated;

(iii) the Term Loan Agent (on behalf of the Term Loan Lenders) shall have exhausted all Lender Remedies available to it; and

(iv) the Term Loan Agent (on behalf of the Term Loan Lenders) shall have failed to collect the full amount of the Guaranteed Term Loan Obligations;

(b) With respect to the Guaranteed Revolving Credit Obligations until each of the following is true:

(i) the Guaranteed Term Loan Obligations have been paid in full (other than contingent indemnities and other contingent indemnification obligations) whether pursuant to this Agreement or otherwise;

(ii) the Borrower shall have failed to make a payment when the same shall be due and owing to the Revolving Agent (on behalf of the Revolving Lenders) in respect of the Guaranteed Revolving Credit Obligations;

(iii) the obligations under the Revolving Credit Agreement shall have been accelerated and the Commitments shall have been terminated;

(iv) the Revolving Agent (on behalf of the Revolving Lenders) shall have exhausted all Lender Remedies available to it; and

(v) the Revolving Agent (on behalf of the Revolving Lenders) shall have failed to collect the full amount of the Guaranteed Revolving Credit Obligations.

For purposes of this Section 3 and Section 5, “Guaranteed Revolving Credit Obligations” shall be deemed to include all “Other Guaranteed Revolving Credit Obligations” and all such “Guaranteed Revolving Credit Obligations” and “Other Guaranteed Revolving Credit Obligations” shall be treated on a pari passu basis.

4. Cap. Notwithstanding any other term or condition of this Agreement (other than the following sentence), the Parent Guarantor’s maximum liability under this Agreement, shall not exceed the Cap, without giving effect to any amounts owing by the Parent Guarantor pursuant to Section 11 herein. For the avoidance of doubt, (i) the Cap applies to the Guaranteed Obligations (other than as set forth in clause (ii) below) in the aggregate, and not individually in respect of each of the Guaranteed Term Loan Obligations and the Guaranteed Revolving Credit Obligations and (ii) the Cap does not apply to the Other Guaranteed Revolving CreditObligations, if any exist at a given time.

5. Notice. As a condition to the enforcement of this Agreement, the Parent Guarantor shall have received written notice of: (i) in respect of any payment of Guaranteed Term Loan Obligations, satisfaction of the conditions set forth in Section 3(a) above and (ii) in respect of any payment of Guaranteed Revolving Credit Obligations, satisfaction of the conditions set forth in Section 3(b) above. Except for the notice required under the preceding sentence, the Parent Guarantor hereby waives notice of acceptance of this Agreement, demand of payment, presentment of this or any instrument, notice of dishonor, protest and notice of protest, or other action taken in reliance hereon and all other demands and notices of any description in connection with this Agreement.

6. Absolute Obligation. Subject to the provisions of Sections 2,3,4 and 5, the obligations of the Parent Guarantor hereunder shall be absolute and unconditional and shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Guaranteed Obligations. Without limiting the generality of the foregoing, subject to the provisions of Sections 2,3,4 and 5, the obligations of the Parent Guarantor hereunder shall not be released, discharged, impaired or otherwise affected by any circumstance or condition whatsoever (whether or not the Borrower, any other Borrower Party, the Parent Guarantor, the Term Loan Agent, the Revolving Agent or any Lender has knowledge thereof) which may or might in any manner or to any extent vary the risk of the Parent Guarantor or otherwise operate as a release or discharge of the Parent Guarantor as a matter of law or equity (other than the payment in full of all of the Guaranteed Obligations), including, without limitation:

(a) any amendment, modification, addition, deletion or supplement to or other change to any of the terms of the Loan Agreements or any of the other Loan Documents referred to therein, or any assignment or transfer of any thereof, or any furnishing,

acceptance, surrender, substitution, modification or release of any security for, or guaranty of, any of the Guaranteed Obligations;

(b) any failure, omission or delay on the part of the Borrower or any other Borrower Party to comply with any term of any of the Loan Agreements or any of the other Loan Documents referred to therein;

(c) any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in any of the Loan Agreements or any of the other Loan Documents referred to therein or any delay on the part of the Term Loan Agent, the Revolving Agent or any Lender to enforce, assert or exercise any right, power or remedy conferred on the Term Loan Agent, the Revolving Agent or the Lenders in the Loan Agreements or any of the other Loan Documents referred to therein;

(d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or of the time for performance of any other obligations, covenants or agreements under or arising out of any of the Loan Agreements or any of the other Loan Documents referred to therein, or the extension or the renewal thereof;

(e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings with respect to the Borrower, any other Borrower Party or the Parent Guarantor or any other Person or any of their respective properties or creditors, or any action taken by any trustee or receiver or by any court in any such proceeding (including, without limitation, any automatic stay incident to any such proceeding);

(f) any limitation, invalidity, irregularity or unenforceability, in whole or in part, limiting the liability or obligation of the Borrower or any other Borrower Party in respect of the Guaranteed Obligations or any security therefor or guarantee thereof or the Term Loan Agent’s, the Revolving Agent’s or the Lenders’ recourse to any such security or limiting the Term Loan Agent’s, the Revolving Agent’s or the Lenders’ right to a deficiency judgment against the Borrower, any other Borrower Party, the Parent Guarantor or any other Person; and

(g) any other act, omission, occurrence, circumstance, happening or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal or equitable defense, release or discharge (including the release or discharge of the liabilities of a guarantor or surety or which might otherwise limit recourse against the Borrower, any other Borrower Party, the Parent Guarantor or any other Person, whether or not the Borrower, any other Borrower Party, the Parent Guarantor, the Term Loan Agent, the Revolving Agent or any Lender shall have notice or knowledge of the foregoing).

7. Waiver of Subrogation. To the extent that the Parent Guarantor shall have made any payments under this Agreement, until the Obligations (as such term is defined in each of the Term Loan Agreement and Revolving Credit Agreement) (other than contingent indemnitees and other contingent obligations) have been paid in full, the Parent Guarantor hereby waives (a) any and all rights of subrogation, reimbursement, exoneration, contribution, or indemnification that the Parent Guarantor may now or hereafter have against the Borrower Parties or any other Person (including, without limitation, any co-borrower, co-obligor, guarantor, grantor or pledgor of collateral, general partner or other partner) with respect to any of the Guaranteed Obligations, and (b) any and all rights to participate in any claim or remedy of the Term Loan Agent, the Revolving Agent or any Lender or any trustee on behalf of any such Person against the Borrower Parties or any other Person (including, without limitation, any co-borrower, co-obligor, guarantor, grantor or pledgor of collateral, general partner or other partner) whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any of the Borrower Parties or any such other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right. Notwithstanding anything herein to the contrary contained herein, nothing herein shall prevent the Borrower or any other Loan Party from making Restricted Payments or other transfers to the Guarantor to the extent permitted under the Revolving Credit Agreement.

If any amount is paid to the Parent Guarantor in violation of the foregoing limitation, then such amount shall be held in trust for the benefit of the Term Loan Agent (on behalf of the Term Loan Lenders) and the Revolving Agent (on behalf of the Revolving Lenders) and shall forthwith be paid first, to the Term Loan Agent (on behalf of the Term Loan Lenders) if any Guaranteed Term Loan Obligations are then outstanding and second, to the Revolving Agent (for the benefit of the Revolving Lenders) if any Revolving Credit Obligations are then outstanding, in each case, to reduce the amount of the applicable Guaranteed Obligations, whether matured or unmatured.

8.    Continuity of Guaranteed Obligations; Bankruptcy or Insolvency.

(a) This Agreement and the guaranty contained herein is a continuing and irrevocable guaranty of collection of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect; provided that the Parent Guarantor shall be released from its guarantee obligations and other obligations under this Agreement as follows: (i) with respect to the Guaranteed Term Loan Obligations, on the date on which all Term Loans outstanding under the Term Loan Agreement have been repaid in full and all commitments to lend thereunder, if any, shall have terminated (the “Term LoanGuaranty Termination Date”), (ii) with respect to the Guaranteed Revolving Credit Obligations, upon termination of the Aggregate Commitments and payment in full of all Guaranteed Revolving Credit Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Revolving Agent and the L/C Issuer shall have been made) (the “Revolving Credit Guaranty Termination Date”), (iii) with respect to the Other Guaranteed Revolving Credit Obligations (other than contingent indemnification obligations), upon payment in full of the Other Guaranteed Revolving Credit Obligations (the “Other Revolving Credit Guaranty Termination Date”) and (iv) with respect to all of the Guaranteed Obligations (other than Other Guaranteed

Revolving Credit Obligations), the date upon which the aggregate amount of all payments made by the Parent Guarantor pursuant to this Agreement and applied to any Guaranteed Obligations equals or exceeds the Cap (the “Cap Date”). This Agreement shall terminate on the earlier to occur of (x) the Cap Date and (y) the Final Termination Date; provided that the foregoing release and termination shall not apply to any obligations that, pursuant to Section 11 hereof, expressly survive the termination of this Agreement, repayment of the Guaranteed Obligations or termination of the Aggregate Commitments.

(b) If all or any part of any payment applied to any Guaranteed Obligation is or must be recovered, rescinded or returned to the Borrower, the Parent Guarantor or any other Person (other than the Term Loan Agent, the Revolving Agent or the Lenders) for any reason whatsoever (including, without limitation, bankruptcy or insolvency of any party), such Guaranteed Obligation shall be deemed to have continued in existence and this Agreement shall continue in effect as to such Guaranteed Obligation, all as though such payment had not been made. For the avoidance of doubt, the bankruptcy, insolvency, or dissolution of, or the commencement of any case or proceeding under any bankruptcy, insolvency, or similar law in respect of, the Borrower or any other Borrower Party shall not require the Parent Guarantor to make any payment under this Agreement until all of the conditions in Section 3 and Section 5 have been satisfied (including, without limitation, the exhaustion of all Lender Remedies).

9. No Waiver. No delay or omission on the part of the Term Loan Agent, the Revolving Agent or any Lender in exercising any rights hereunder shall operate as a waiver of such rights or any other rights, and no waiver of any right on any one occasion shall result in a waiver of such right on any future occasion or of any other rights; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.

10.    Representations and Warranties. The Parent Guarantor represents and warrants that:

(a) it (i) is duly formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its formation and (ii) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute, deliver and perform its obligations under this Agreement;

(b) the execution, delivery and performance by the Parent Guarantor of this Agreement (i) have been duly authorized by all necessary organizational action, and (ii) do not and will not (A) contravene the terms of its Organizational Documents; (B) conflict in any material respect with or result in any material breach or contravention of (1) any material Contractual Obligation to which it is a party or affecting it or its properties or (2) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which it or its property is subject; or (D) violate any material Law applicable to it or its property in any material respect;

(c) no material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (i) the execution, delivery or performance by, or enforcement against, the Parent Guarantor of this Agreement or (ii) the exercise by the Term Loan Agent

(on behalf of the Term Loan Lenders) or the Revolving Agent (on behalf of the Revolving Lenders) of their rights hereunder except for authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect;

(d) this Agreement when delivered hereunder, will have been, duly executed and delivered by the Parent Guarantor and constitutes a legal, valid and binding obligation of the Parent Guarantor, enforceable against the Parent Guarantor in accordance with its terms, subject to the effect of any applicable Debtor Relief Laws and other laws affecting creditors’ rights generally, concepts of reasonableness and general equitable principles; and

(e) by virtue of the Parent Guarantor’s relationship with the Borrower, the execution, delivery and performance of this Agreement is for the direct benefit of the Parent Guarantor and the Parent Guarantor has received adequate consideration for this Agreement.

11.    Expenses; Indemnity.

(a) The Parent Guarantor hereby agrees to pay all reasonable and documented out-of-pocket costs and expenses of the Term Loan Agent and the Revolving Agent in connection with the enforcement of this Agreement (provided that reimbursement of legal fees shall be limited to the reasonable fees, charges and disbursements of one primary outside counsel to each of the Term Loan Agent and Revolving Agent, one local counsel in each applicable jurisdiction, as necessary for each, and in the case of an actual or perceived conflict of interest, additional conflicts counsel for each).

(b) THE PARENT GUARANTOR SHALL INDEMNIFY THE TERM LOAN AGENT, THE REVOLVING AGENT (AND ANY SUB-AGENT THEREOF), EACH LENDER AND EACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (EACH SUCH PERSON BEING CALLED AN “INDEMNITEE”) AGAINST, AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES AND RELATED EXPENSES (INCLUDING THE FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE (WHICH MAY INCLUDE THE REASONABLE AND DOCUMENTED COST OF EXTERNAL COUNSEL (SUBJECT TO THE LIMITATIONS SET FORTH BELOW)) INCURRED BY ANY INDEMNITEE OR ASSERTED AGAINST ANY INDEMNITEE BY ANY PERSON (INCLUDING THE PARENT GUARANTOR) OTHER THAN SUCH INDEMNITEE AND ITS RELATED PARTIES ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF (I) THE EXECUTION OR DELIVERY OF THIS AGREEMENT, THE PERFORMANCE BY THE PARENT GUARANTOR OF ITS OBLIGATIONS HEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS

CONTEMPLATED HEREBY, OR, IN THE CASE OF THE TERM LOAN AGENT AND THE REVOLVING AGENT (AND ANY SUB-AGENT THEREOF) AND THEIR RELATED PARTIES ONLY, THE ADMINISTRATION OF THIS AGREEMENT, OR (II) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY, WHETHER BROUGHT BY A THIRD PARTY OR BY THE PARENT GUARANTOR, AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; PROVIDED THAT SUCH INDEMNITY, AS TO ANY INDEMNITEE, SHALL NOT BE AVAILABLE UNDER THIS SECTION 11(B) TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES CONSTITUTE GUARANTEED OBLIGATIONS (WHICH GUARANTEED OBLIGATIONS SHALL BE GOVERNED BY THE OTHER PROVISIONS OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION SECTION 4 HEREOF); PROVIDEDFURTHER THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES (X) ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE OR ITS RELATED PARTIES OR FROM A MATERIAL BREACH OF SUCH INDEMNITEE’S OR ITS RELATED PERSON’S OBLIGATIONS HEREUNDER OR (Y) RESULT FROM A CLAIM BROUGHT BY THE PARENT GUARANTOR AGAINST AN INDEMNITEE OR ITS RELATED PARTIES FOR BREACH IN BAD FAITH OF SUCH INDEMNITEE’S OR ITS RELATED PARTIES’ OBLIGATIONS HEREUNDER, IF THE PARENT GUARANTOR HAS OBTAINED A FINAL AND NONAPPEALABLE JUDGMENT IN ITS FAVOR ON SUCH CLAIM AS DETERMINED BY A COURT OF COMPETENT JURISDICTION OR (Z) ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM A DISPUTE AMONG OR BETWEEN INDEMNITEES AND NOT INVOLVING (I) ANY ACT OR OMISSION OF THE PARENT GUARANTOR OR (II) SUCH INDEMNITEE’S CAPACITY OR ROLE AS AN AGENT UNDER THE LOAN DOCUMENTS OR TERM LOAN DOCUMENTS, AS APPLICABLE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, REIMBURSEMENT OF LEGAL FEES PURSUANT TO THIS SECTION 11(B) SHALL BE LIMITED, IN EACH CASE, TO THE REASONABLE FEES, CHARGES AND DISBURSEMENTS OF ONE PRIMARY OUTSIDE COUNSEL TO THE INDEMNITEES, TAKEN AS A WHOLE, AND ONE LOCAL COUNSEL IN EACH APPLICABLE JURISDICTION, AS NECESSARY, AND, IN THE CASE OF AN ACTUAL OR PERCEIVED CONFLICT OF INTEREST, ADDITIONAL CONFLICTS COUNSEL FOR ALL SUCH PERSONS SIMILARLY SITUATED.

(c)    All amounts due under this Section 11 shall be payable not later than ten

Business Days after written demand therefor accompanied by reasonably detailed

supporting documentation. The agreements in this Section 11 shall survive the repayment, satisfaction or discharge of the Guaranteed Obligations and all other amounts payable under the Loan Agreements and the other Loan Documents referred to therein. No Indemnitee shall be liable to any Borrower Party, their Affiliates or any other Person and the Borrower Parties and their Affiliates will not be liable to any Indemnitee, its Affiliates or any other Person, for any claim on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, or any agreement or instrument contemplated hereby or the transactions contemplated hereby or thereby; provided, that, nothing contained in this Section 11(c) shall limit the Borrower’s indemnification obligations with respect to indirect, consequential or punitive damage claims, to the extent of the indemnification provided in Section 11(c)) (but only to the extent asserted against any Indemnitee by a third party (other than another Indemnitee)). No Indemnitee referred to in Section 11(b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the transactions contemplated hereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.

12. Amendment and Restatement of Original Guaranty. Parent Guarantor, the Term Loan Agent and Revolving Agent hereby acknowledge and agree that the Original Guaranty is amended and restated and replaced in its entirety as set forth herein.

13. Miscellaneous.

(a) This Agreement and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement and the transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the State of New York.

(b) The Parent Guarantor irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Term Loan Agent, the Revolving Agent, the Lenders or any Related Party of the foregoing in any way relating to this Agreement in any forum other than the courts of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York state court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Term Loan Agent, the Revolving Agent or the Lenders otherwise have to bring any action or proceeding

relating to this Agreement against the Parent Guarantor or any of its properties in the courts of any jurisdiction.

(c) This Agreement shall inure to the benefit of and be binding upon the Parent Guarantor and its successors and assigns and the Term Loan Agent, the Revolving Agent, the Lenders and their respective successors and assigns.

(d) This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, between the parties related thereto.

(e) Each reference herein to the Parent Guarantor shall be deemed to include the successors and assigns of the Parent Guarantor, all of whom shall be bound by the provisions of this Agreement; provided, however, that the Parent Guarantor shall not, without obtaining the prior written consent of the Term Loan Agent and the Revolving Agent, assign or transfer this Agreement or the Parent Guarantor’s obligations or liabilities under this Agreement, in whole or in part, to any other Person (and any attempted assignment or transfer by Parent Guarantor without such prior written consent shall be null and void).

(f) This Agreement is for the benefit only of the Term Loan Agent, the Revolving Agent and the Lenders, shall be enforceable by them alone, is not intended to confer upon any third party any rights or remedies hereunder, and shall not be construed as for the benefit of any third party.

(g) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

14.    Miscellaneous.

(a) This Agreement may not be modified or amended except by an instrument or instruments in writing signed by each of the parties hereto.

(b) Except as otherwise expressly provided herein, notices and other communications to each party provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed or sent by facsimile to the address set forth below or such other address provided from time to time by such party.

If to the Parent Guarantor:

PBF Energy Company LLC

One Sylvan Way, Second Floor

Parsippany, NJ 07054

Attn: John Luke

Telecopy No: (973) 455-7500

Email: john.luke@pbfenergy.com

with a copy, which shall not constitute notice, to:

PBF Energy Company LLC

One Sylvan Way, Second Floor

Parsippany, NJ 07054

Attn: General Counsel

Telecopy No: (973) 455-7500

If to the Term Loan Agent:

Wells Fargo Bank, National Association

550 South Tryon Street, 6th Floor

Charlotte, North Carolina 28202

Attention: Andrew Ostrov

Email: andrew.ostrov@wellsfargo.com

If to the Revolving Agent:

Wells Fargo Bank, National Association

550 South Tryon Street, 6th Floor

Charlotte, North Carolina 28202

Attention: Andrew Ostrov

Email: andrew.ostrov@wellsfargo.com

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient).

(c) If any provision of this Agreement is held to be illegal, invalid or unenforceable, (i) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and (ii) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in

a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(d) This Agreement may be executed in one or more counterparts, and each counterpart, when so executed, shall be deemed an original but all such counterparts shall constitute but one and the same instrument.

[Signatures begin on next page.]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

PBF ENERGY COMPANY LLC

as Parent Guarantor

By:/s/ Jeffrey Dill

Name:    Jeffrey Dill

Title:     Senior Vice President,

General Counsel and Secretary

[Signature Page to Amended and Restated Guaranty of Collection]

ACKNOWLEDGED:

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Term Loan Agent

By:/s/ Andrew Ostrov

Name: Andrew Ostrov

Title: Director

[Signature Page to Amended and Restated Guaranty of Collection]

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Revolving Agent

By:/s/ Andrew Ostrov

Name: Andrew Ostrov

Title: Director

[Signature Page to Amended and Restated Guaranty of Collection]

EX-10.8.1

Execution Version

REAFFIRMATION AGREEMENT

This Reaffirmation Agreement (this “Agreement”), dated as of December 5, 2014, is made by PBF Energy Company LLC, a Delaware limited liability company (the “Reaffirming Party”) in favor of Wells Fargo Bank, National Association (“Wells”), as administrative agent (in such capacity, the “Administrative Agent”), Swingline Lender and L/C Issuer for the Secured Parties under the Credit Agreement referred to below.

WHEREAS, reference is made to the Revolving Credit Agreement dated as of May 14,

2014 (as may be further amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among PBF Logistics LP, a Delaware limited partnership (the “Borrower”), the lenders party thereto from time to time (the “Lenders”) and the Administrative Agent (capitalized terms used but not defined herein shall have the meaning assigned to such terms in the Credit Agreement);

WHEREAS, the Reaffirming Party is a party to that certain Amended and Restated Guaranty of Collection, dated as of September 30, 2014 (as may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Guaranty of Collection”), among the Reaffirming Party, the Administrative Agent and Wells Fargo Bank, National Association, as administrative agent under the Term Loan Agreement;

WHEREAS, the Borrower, the Incremental Lenders (as defined in the Increase Agreement) and Wells, as Administrative Agent, Swingline Lender and L/C Issuer, have entered into that certain Increase Agreement, dated as of the date hereof (the “Increase Agreement”), pursuant to which the Incremental Lenders have agreed to provide Incremental Revolving Facility Commitments (as defined in the Increase Agreement) in the aggregate principal amount of U.S.

$50.0 million; and

WHEREAS, the Reaffirming Party expects to realize, or has realized, substantial direct and indirect benefits as a result of the Loans and Commitments made available to the Borrower under the Credit Agreement (including the Incremental Revolving Facility Commitments extended pursuant to the Increase Agreement);

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I Reaffirmation

SECTION 1.01. Reaffirmation. The Reaffirming Party hereby (a) acknowledges the existence, validity and enforceability of the Increase Agreement, (b) confirms and ratifies all of its obligations under the Guaranty of Collection, including its respective guarantees and other obligations, under and subject to the terms of the Guaranty of Collection, and (c) agrees that such guarantees and other obligations and the terms of the Guaranty of Collection are not impaired or

adversely affected in any manner whatsoever and shall continue to be in full force and effect in accordance with their terms and, as applicable, shall guarantee all Obligations under the Credit Agreement, as modified pursuant to the Increase Agreement. The parties hereto acknowledge and agree that all references to the “Credit Agreement” (or words of similar import) in the Guaranty of Collection refer to the Credit Agreement as amended and supplemented by the Increase Agreement without impairing any such obligations or Liens in any respect.

ARTICLE II Miscellaneous

SECTION 2.01. Loan Document. This Agreement is a Loan Document executed pursuant to the Credit Agreement and shall be construed, administered and applied in accordance with the terms and provisions thereof.

SECTION 2.02. Effectiveness; Counterparts. This Agreement shall become effective on the date when copies hereof which, when taken together, bear the signatures of the Reaffirming Party set forth on the signature pages hereto shall have been received by the Administrative Agent (or its counsel). This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided herein. Delivery of an executed signature page to this Agreement by facsimile or other electronic transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

SECTION 2.03. No Novation. This Agreement shall not extinguish the obligations for the payment of money outstanding under the Credit Agreement or discharge or release the priority of any Lien on any Collateral securing any obligation under any Loan Document. Nothing herein shall be construed as a substitution or novation of the obligations and liabilities outstanding under the Credit Agreement or any Lien securing the same, and it is the intent of the parties hereto to confirm that all obligations of the Reaffirming Party under the Guaranty of Collection and the other Loan Documents to which it is a party shall continue in full force and effect.

SECTION 2.04. GOVERNING LAW; WAIVER OF JURY TRIAL. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE

MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION AND IN SECTION

10.15 OF THE CREDIT AGREEMENT.

[Signature pages follow]

IN WITNESS WHEREOF, the Reaffirming Party has caused this Agreement to be duly executed by its authorized officer as of the day and year first above written.

PBF ENERGY COMPANY LLC,

as a Reaffirming Party

By:/s/ Jeffrey Dill

Name:    Jeffrey Dill

Title:     Senior Vice President,

General Counsel and Secretary

Acknowledged and agreed:

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent

By:/s/ Andrew Ostrov

Name: Andrew Ostrov

Title: Director

EX-10.8.2

DESIGNATION OF OTHER GUARANTEED REVOLVING CREDIT OBLIGATIONS

Date: December 12, 2014

To:     Wells Fargo Bank, National Association, as Revolving Agent

550 South Tryon Street, 6th Floor

Charlotte, North Carolina 28202

Attention: Andrew Ostrov

Email: andrew.ostrov@wellsfargo.com

Ladies and Gentlemen:

Reference is made to that certain Amended and Restated Guaranty of Collection, dated as of September 30,2014 (as amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined), among PBF Energy Company LLC, a Delaware limited liability company (the "Parent Guarantor"), to and in favor of (i) Wells Fargo Bank, National Association, as administrative agent ("Term Loan Agent") under that certain Term Loan and Security Agreement dated May 14, 2014, as amended, restated, supplemented or otherwise modified from time to time, among PBF Logistics LP, a Delaware limited partnership (the "Borrower"), Term Loan Agent and the lenders party thereto from time to time, and (ii) Wells Fargo Bank, National Association, as administrative agent (the "Revolving Agent"), swingline lender and LIC issuer under that certain Revolving Credit Agreement dated May 14, 2014, as amended, restated, supplemented or otherwise modified from time to time, among the Borrower, the Revolving Agent and the lenders party thereto from time to time.

Pursuant to the definition of "Other Guaranteed Revolving Credit Obligations" in the Agreement, Parent Guarantor hereby designates outstanding Revolving Credit Obligations in the principal amount of $210,000,000 as "Other Guaranteed Revolving Credit Obligations" in accordance with and subject to the terms (including, without limitation, termination provisions) of the Agreement.

[Continue on to the next page]

Designation of Other Guaranteed Revolving Credit Obligation

PBF ENERGY COMPANY LLC,

as Parent Guarantor

By:/s/ John E. Luke

Name:    John E. Luke

Title:    Treasurer

Signature Page to Designation of Other Guaranteed Revolving Credit Obligations

EX-10.9

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERIKS (*****).

AMENDED AND RESTATED INVENTORY INTERMEDIATION AGREEMENT

between

J. ARON & COMPANY

and

PBF HOLDING COMPANY LLC and PAULSBORO REFINING COMPANY LLC

Dated as of May 29, 2015

Table of Contents

Page

1.DEFINITIONS & CONSTRUCTION1

2.TERM & EARLY TERMINATION    21

3.SALE OF INITIAL INVENTORY AND REPURCHASE OF ENDING INVENTORY    25

4.TARGET PRODUCT INVENTORY LEVELS; APPLICABLE SPREADS    31

5.ADDITIONAL INCLUDED LOCATIONS    36

6.PRODUCT SALES & REPORTING    37

7.PRODUCT SPECIFICATIONS, QUALITY & BLENDING    40

8.TITLE, RISK OF LOSS & CUSTODY    41

9.STORAGE    42

10.CERTAIN REPRESENTATIONS    47

11.WARRANTIES    48

12.PRICING & PAYMENT    48

13.FINANCIAL INFORMATION; NOTIFICATIONS; CREDIT SUPPORT    51

14.TAXES    54

15.INSURANCE    55

16.FORCE MAJEURE    56

17.REPRESENTATIONS, WARRANTIES & COVENANTS    57

18.TERMINATION EVENTS, DEFAULT & EARLY TERMINATION    61

19.INDEMNIFICATION & CLAIMS    69

20.LIMITATION ON DAMAGES    70

21.INFORMATION & INSPECTION RIGHTS    71

22.GOVERNING LAW & DISPUTES    72

i

Table of Contents
(cont’d)

Page

23.ASSIGNMENT    75

24.NOTICES    76

25.NATURE OF THE TRANSACTION & RELATIONSHIP OF THE PARTIES    76

26.CONFIDENTIALITY    77

27.CHANGE IN LAW    77

28.MISCELLANEOUS    78

Schedules

Schedule A – Products List

Schedule B – Tank List

Schedule C – Product Benchmarks

Schedule D – Measurement Procedures

Schedule E – Maximum and Minimum Inventories

Schedule F – Roll Procedures

Schedule G – Monthly True-Up Amounts

Schedule H – [Reserved]

Schedule I – Settlement Dates

Schedule J – Differentials

Schedule K – Notices

Schedule L – FIFO Balance Final Settlements

Schedule M – Specified Unwind Costs and Inventory Internediation Roll Fees Example Calculation

Schedule N – Deferral Adjustment Determination Procedures

Schedule O – Reference Contract Change Procedures

Schedule P – Certain Additional Procedures for Reference Contract Changes

Table of Contents
(cont’d)

Page

Exhibits

Exhibit 1 – Step-in Bill of Sale

Exhibit 2 – Step-out Bill of Sale

Exhibit 3 – Daily and End of Month Inventory Report

AMENDED AND RESTATED INVENTORY INTERMEDIATION AGREEMENT

This Amended and Restated Inventory Intermediation Agreement entered into on May 29, 2015, and effective as provided in Section 2 below, is between (i) J. Aron & Company, a New York general partnership 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”).

WHEREAS, PRC owns and operates a refinery located in Paulsboro, NJ (the “Refinery”) that processes and refines crude oil and other petroleum feedstocks to produce refined products;

WHEREAS, the Parties originally entered into an Inventory Intermediation Agreement, dated as of June 26, 2013, providing for (i) PRC sell to Aron, and Aron purchase from PRC (and thereafter that Aron sell to PRC, and PRC purchase from Aron), the refined products specified on Schedule A (the “Products”) and (ii) PRC to provide to Aron, and Aron to accept from PRC, certain Services associated with the above-referenced purchases and sales of Products, in each case upon the terms and conditions set forth therein (as from time to time amended prior to the date hereof, the “Original Agreement”); and

WHEREAS, the Parties wish to make further amendments to and extend the term of the Original Agreement by amending and restating the Original Agreement in its entirety as hereinafter set forth herein;

NOW, THEREFORE, in consideration of the premises and the conditions, terms and agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Aron and PRC hereby agree that the Original Agreement is hereby amended and restated in its entirety as of the date hereof as follows:

1. DEFINITIONS & CONSTRUCTION

1.1 Definitions. For purposes of this Agreement, including the foregoing recitals, the following terms shall have the meanings indicated below.

“AAA” has the meaning given in Section 22.4.

“AAA Rules” has the meaning given in Section 22.4.

“Acceptable Credit Support” means (i) cash collateral in U.S. Dollars, (ii) a letter of credit issued by an Acceptable Letter of Credit Issuer or (iii) any other cash collateral or credit support reasonably acceptable to Aron.

“Acceptable Letter of Credit Issuer” means a major U.S. commercial bank or a U.S. branch of a foreign bank which, at all times: (i) (a) satisfies all regulatory capital requirements applicable to it (including any individual regulatory capital requirements); (b) is “well capitalized” within the meaning of Section 38 of the Federal Deposit Insurance Act, as amended, or any successor statute, and any applicable regulations thereunder; and (c) has a senior unsecured credit rating of at least “A-” (or its then-current equivalent) by Standard & Poor’s Ratings Service (or any successor rating agency thereto) and at least “A3” (or its then-current equivalent) by Moody’s Investors Service, Inc. (or any successor rating agency thereto); or (ii) is otherwise reasonably acceptable to the Parties.

“Accepted Industry Practice” means those practices, methods, specifications and standards of safety and performance, as the same may be changed from time to time, as are commonly used in the operation and maintenance of refineries similar to the Refinery. “Accepted Industry Practice” contemplates the exercise of that degree of skill, care, diligence, prudence and foresight that would reasonably and ordinarily be expected under similar circumstances in the refining industry in the same type of undertaking under the same or similar circumstances. “Accepted Industry Practice” does not necessarily mean one particular practice, method, specification or standard in all cases, but is instead intended to encompass a broad range of acceptable practices, methods, specifications and standards.

“Actual Initial Inventory” has the meaning specified in Section 3.4.

“ActualInitial InventoryPurchase Price” has the meaning specified in Section 3.5.

“Actual Maximum Step-in Value” means the sum of, for each Product Group, the product of (i) the Actual Step-in Product Benchmark and (ii) the Maximum Inventory for such Product Group.

“Actual Setup Fee” has the meaning specified in Section 3.7.1.

2

“Actual Step-in Product Benchmark” has the meaning specified in the definition of “Product Benchmarks.”

“Actual Step-out Inventory” has the meaning specified in Section 3.8.3.

“Actual Step-out Inventory Purchase Price” has the meaning specified in Section 3.8.2.

“Actual Step-out Product Benchmark” has the meaning specified in the definition of “Product Benchmarks.”

“Additional Termination Event” means any of the events or circumstances specified as such in Section 18.2.

“Adversely Affected Party” has the meaning specified in Section 27.1.

“Affected Party” has the meaning specified in Section 18.2.

“Affiliate” means, in relation to either Party, any person controlled, directly or indirectly, by such Party, any person that controls, directly or indirectly, such Party, or any person, directly or indirectly, under common control with such Party. For purposes of this definition, “control” of any person or Party means ownership of a majority of the issued shares or voting power or control in fact of the person or Party.

“Aggregate Monthly Product True-Up Amount” has the meaning set forth on Schedule G.

“Agreement” or “this Agreement” means this Amended and Restated Inventory Intermediation Agreement and all Exhibits and Schedules hereto, which are incorporated herein, as may be amended, modified or supplemented from time to time in accordance with the terms hereof.

“Ancillary Costs” means all actual costs and expenses incurred as a result of the purchase, sale, storage, receipt, delivery, handling, loading, discharge, movement and blending of Products at the Refinery, the Tanks or any other Included Location pursuant to the terms and conditions of this Agreement, and all Taxes and charges imposed by any Governmental Authority on such costs and expenses. Notwithstanding the foregoing or any other terms or conditions in this Agreement or any other Transaction Document to the contrary, “Ancillary Costs” shall not include (i) Aron’s hedging costs, including those arising out of or related to the Aron Hedges, in connection with this Agreement or the transactions contemplated hereby (but such exclusion shall not affect the manner in which Specified Unwind Costs are otherwise addressed under the express terms and conditions of Section 3.8 or Section 18), (ii) any costs and expenses of any Independent Inspector or auditor used by Aron, (iii) either Party’s insurance expenses and (iv) any Excluded Taxes.

“API” means the American Petroleum Institute.

3

“Applicable Law” means (i) any law, statute, regulation, code, ordinance, license, decision, order, writ, injunction, directive, judgment, policy, decree or any judicial or administrative interpretations thereof, (ii) any agreement, concession or arrangement with any Governmental Authority and (iii) any license, permit or compliance requirement, including under any Environmental Law, in each case as may be applicable to either Party or either Party’s performance under this Agreement.

“Applicable Margin” has the meaning specified in the Fee Letter.

“Aron” has the meaning specified in the recitals hereto.

“Aron Hedges” means any transactions entered into by Aron with any person other than PRC or any of its Affiliates from time to time, including to hedge Aron’s exposure resulting from this Agreement, the Related Agreement or the Transaction Documents and Aron’s rights and obligations hereunder or thereunder.

“Aron Inventory” means the Products that Aron purchases from PRC under this Agreement and that Aron owns at the time in question.

“ASTM” means the American Society for Testing and Materials.

“Backup Certificate” has the meaning specified in Section 6.6.

“Bankrupt” means, with respect to a Party or its Guarantor, as the case may be, or in the case of PRC, PBF, that such person: (i) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (ii) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (iii) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (iv) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and such proceeding is not stayed or dismissed within 30 days; (v) passes a resolution for its winding-up, official management or liquidation, other than pursuant to a consolidation, amalgamation or merger; (vi) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for all or substantially all of its assets; (vii) files an answer or other pleading admitting or failing to contest the allegations of a petition filed against it in any proceeding of the foregoing nature; (viii) causes or is subject to any event with respect to it which, under Applicable Law, has an analogous effect to any of the events specified in clauses (i) to (vii) (inclusive); or (ix) takes any action in furtherance of, or indicating its consent to, approval of or acquiescence in, any of the foregoing events. The term “acquiescence,” as used in clause (ix) of this definition, means, as applicable, the failure to file a petition or motion to vacate or discharge a judicial order, judgment or decree applicable to any of the foregoing events within 30 days after entry of the same, or, as to other matters, that the applicable

4

person’s board of directors (or similar governing body) authorizes the taking of the actions giving rise to such events.

“Bankruptcy Code” means the United States Bankruptcy Code, 11 U.S.C. §§ 101 et. seq.

“Bridging Agreement” means that certain Bridging Agreement dated as of the date of the Original Agreement by and between Aron, PBFH, PRCLLC and DCRC.

“Business Day” means a day on which banks are open for general commercial business in New York, New York; provided, however, that, solely for purposes of any pricing calculations or other purposes requiring quotes published by the NYMEX, “Business Day” means any day on which the NYMEX is open for trading.

“Change in Law” means the occurrence, after the Effective Date, of any of the following: (i) the adoption or taking into effect of any Applicable Law, (ii) any change in Applicable Law or in the administration, interpretation or application thereof by any Governmental Authority or (iii) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided, that, notwithstanding anything herein to the contrary, (a) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder issued in connection therewith or in implementation thereof and (b) all requests, rules, guidelines and directives promulgated pursuant to Basel III by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities shall not be deemed to be a “Change in Law,” regardless of the date enacted, adopted, issued or implemented.

“Change in Law Notice” has the meaning specified in Section 27.1.

“Change of Control” shall be deemed to have occurred upon:

(a) PBFH at any time ceases to own, directly or indirectly, 100% of the Equity Interests of PRCLLC, TRC or DCRC, other than a sale of TRC or DCRC expressly permitted pursuant to Section 6.06(a) of the Revolving Credit Agreement;

(b) the occurrence of both (A) the consummation of any transaction (including any merger or consolidation) the result of which is that any “person” (as such term is used in Section 13(d)(3) of the Exchange Act), other than one or more of the Permitted Holders, becomes the “beneficial owner” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly through one or more intermediaries, of more than 50% of the voting power of the outstanding Voting Stock of PBFH or any of its direct or indirect parent companies holding directly or indirectly 100% of the total voting power of the Voting Stock of PBFH and (B) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of PBFH (together with any new directors

5

whose election to such Board of Directors or whose nomination for election was approved by a vote of a majority of the members of the Board of Directors of PBFH, which members comprising such majority are then still in office and were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of PBFH; or

(c) the consummation of a change of control under any Material Indebtedness;

provided, however, that a transaction in which PBFH becomes a Subsidiary of another Person (other than a Person that is an individual) shall not constitute a Change in Control if (i) the members of PBFH immediately prior to such transaction become the “beneficial owner” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly through one or more intermediaries, of more than 50% of the voting power of the outstanding Voting Stock of PBFH or any of its direct or indirect parent companies holding directly or indirectly 100% of the total voting power of the Voting Stock of PBFH.

“Commencement Date” means 12:00:01 a.m. EPT on July 2, 2013.

“Commingled Quantities” has the meaning specified in Section 6.4.4.

“Confidential Information” has the meaning specified in Section 26.1.

“Confidentiality Agreement” has the meaning specified in Section 26.1.

“Consequential Steps” has the meaning specified in Section 27.1.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract or otherwise, and the terms “Controlling” and “Controlled” shall have meanings correlative thereto.

“Controlled Investment Affiliate” shall mean, as to any person, any other person which directly or indirectly is in Control of, is Controlled by, or is under common Control with, such person and is organized by such person (or any person Controlling such person) primarily for making equity or debt investments in PBFH or other portfolio companies.

“Corresponding Futures” means, *****.

“Credit Agreement” means (i) any present or future material extension of credit for borrowed money, credit facility, guaranty, loan or indenture to or for PRC, (ii) any material obligation of PRC (whether present or future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money, or any guaranty of PRC’s obligations with any bank, financial or lending institution, bond or note issuer, indenture trustee, guarantor, underwriter or any other similar person, in each case,

6

in respect of indebtedness for borrowed money in an outstanding amount in excess of $60,000,000 and (iii) the Revolving Credit Agreement.

“Daily Net Volume” has the meaning specified in Section 12.1.1.

“Daily Report of Inventory Volumes” has the meaning specified in Section 6.3.

“DCRC” means Delaware City Refining Company LLC.

“Default Early Termination Margin” has the meaning specified in the Fee Letter.

“Defaulting Party” has the meaning specified in Section 18.3.

“Designated Affiliate” means, in the case of Aron: Goldman, Sachs & Co; and, in the case of PRC: PBFH and PBF.

“Differential” means, for each Product Benchmark, the amount added to or subtracted from the reference pricing source to determine such Product Benchmark. The Differentials applicable during the Term, as shall be set forth on Schedule J, may be adjusted from time to time pursuant to Section 4.3.

“Differential Adjustment Amount” has the meaning specified on Schedule N.

“Differential Adjustment Month” means a Scheduled Differential Adjustment Month, a RC Differential Adjustment Month or an Optional Differential Adjustment Month.

“Early Termination Date” has the meaning specified in Section 18.3.3.

“Early Termination Fee” has the meaning specified in Section 3.8.8.

“Early Termination Margin” has the meaning specified in the Fee Letter.

“Effective Date” has the meaning specified in the Original Agreement.

“Environmental Law” means any law or policy, judicial or administrative interpretation thereof or any legally binding requirement that governs or purports to govern the protection of persons, natural resources or the environment (including the protection of ambient air, surface water, groundwater, land surface or subsurface strata, endangered species or wetlands), occupational health and safety and the manufacture, processing, distribution, use, generation, handling, treatment, storage, disposal, transportation, release or management of solid waste, industrial waste or hazardous substances or materials.

“EPA” means the United States Environmental Protection Agency.

“EPT” means Eastern Prevailing Time.

7

“Equity Interest” shall mean, with respect to any person, any and all shares, interests, participations or other equivalents, including membership interests (however designated, whether voting or nonvoting), of equity of such person, including, if such person is a partnership, partnership interests (whether general or limited) and any other interest or participation that confers on a person the right to receive a share of the profits and losses of, or distributions of property of, such partnership, whether outstanding on the date hereof or issued hereafter, but excluding debt securities convertible or exchangeable into such equity.

“Equity Investors” shall mean Sponsor, its Controlled Investment Affiliates (other than PBFH and its Subsidiaries) and one or more other investors (which other investors are reasonably satisfactory to Aron).

“Estimated Initial Inventory” has the meaning specified in Section 3.1.

“Estimated Initial Inventory Purchase Price” has the meaning specified in Section 3.2.

“Estimated Step-in Product Benchmark” has the meaning specified in the definition of “Product Benchmarks.”

“Estimated Step-out Inventory” has the meaning specified in Section 3.8.2.

“Estimated Step-out Inventory Purchase Price” has the meaning specified in Section 3.8.2.

“Estimated Step-out Payment Amount” has the meaning specified in Section 3.8.5.

“Estimated Step-out Product Benchmark” has the meaning specified in the definition of “Product Benchmarks.”

“Event of Default” means any of the events or circumstances specified as such in Section 18.1.

“Excess Inventory Level” means a Target Product Inventory designated by PRC for any Product Group as of the last day of any whole or partial month that exceeds the Maximum Inventory as set forth on Schedule E for such Product Group.

“Excess Quantities” means any quantities of the relevant Product Group that exceed the Maximum Inventory (as may be adjusted pursuant to Section 6.4) for such Product Group.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Taxes” means (i) any tax imposed on or measured by net profits or gross or net income (excluding, for the avoidance of doubt, any transaction taxes such as

8

sales, use or similar taxes that are based upon gross revenues received only from the sale of Products pursuant to the terms and conditions of this Agreement, except for any Excluded Taxes of the type set forth in clause (ii)), (ii) any taxes imposed on or measured by gross earnings, gross receipts or similar taxes that are based upon gross receipts, gross earnings or gross revenues as set forth in Section 14.3; (iii) any tax measured by capital value or net worth, whether denominated as franchise taxes, doing business taxes, capital stock taxes or the like; (iv) business license or franchise taxes or registration fees; (v) any tax incurred by a Party for activities not required to be undertaken pursuant to the express terms and conditions of this Agreement; or (vi) in the case of Aron, any taxes imposed with respect to any transactions that are not Specified Transactions.

“Excluded Third-Party Inventory” means Product inventory that is located in the Tanks or at the Refinery as to which a third party that is a non-Affiliate customer of PRC (including such customer’s successors and assigns) as of the Effective Date holds a claim or purports to have an ownership interest, whether directly or as a contractual right.

“Facility” has the meaning specified in Section 9.7.1.

“Fee Letter” means that certain letter agreement between Aron and PBFH, dated of even date herewith, pursuant to which the Parties have set forth the amounts relating to certain fees payable hereunder.

“Final Inventory Quantity Report” has the specified in Schedule D.

“Force Majeure Event” means any cause or event reasonably beyond the control of a Party, including fires, earthquakes, lightning, floods, explosions, storms, adverse weather, landslides and other acts of natural calamity or acts of God; navigational accidents or maritime peril; vessel damage or loss; strikes, grievances, actions by or among workers or lock-outs, whether or not such labor difficulty could be settled by acceding to any demands of any such labor group; accidents at, closing of or restrictions upon the use of mooring facilities, docks, ports, pipelines, harbors, railroads or other navigational or transportation mechanisms; disruption or breakdown of or explosions or accidents to wells, storage plants, refineries, terminals, machinery or other facilities; acts of war, hostilities (whether declared or undeclared), civil commotion, embargoes, blockades, terrorism, sabotage or acts of the public enemy; any act or omission of any Governmental Authority; good faith compliance with any order, request or directive of any Governmental Authority; curtailment, interference, failure or cessation of supplies reasonably beyond the control of a Party; or any other cause reasonably beyond the control of a Party, whether similar or dissimilar to those above and whether foreseeable or unforeseeable, which, by the exercise of due diligence, such Party could not have avoided or overcome.

“Governmental Authority” means any federal, state or local governmental body, agency, instrumentality, authority or person established or controlled by a

9

government or subdivision thereof, including any legislative, administrative or judicial body or any person purporting to act therefor, port authority or any stock or commodity exchange or similar self-regulatory body or supervisory authority having appropriate jurisdiction.

“Guarantor” means, as to PRC, each of TRC and DCRC, and as to Aron, The Goldman Sachs Group, Inc.

“Guaranty” means as to PRC, that certain Guaranty Agreement dated as of the Effective Date made by TRC and DCRC in favor of Aron, and as to Aron, that certain Guaranty dated as of the Effective Date made by The Goldman Sachs Group, Inc. in favor of PBFH and PRCLLC.

“Hazardous Substances” means any explosive or radioactive substances or wastes and any toxic or hazardous substances, materials, wastes, contaminants or pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances defined or listed as “hazardous substances,” “hazardous materials,” “hazardous wastes” or “toxic substances” (or similarly identified), regulated under or forming the basis for liability under any applicable Environmental Law.

“ICE” means the U.S. and European futures exchanges operated by ICE Futures U.S., Inc. and ICE Futures Europe.

“Included Locations” means (i) the Tanks and (ii) any other storage location that the Parties hereafter mutually agree shall be an Included Location pursuant to Section 4.6.

“Indemnified Party” has the meaning specified in Section 19.3.

“Indemnifying Party” has the meaning specified in Section 19.3.

“Independent Inspector” means a U.S. Customs & Border Protection bonded, ISO-accredited, independent person acceptable to both Parties that performs sampling, quality analysis and quantity determinations of the Products purchased by a Party under this Agreement.

“Initial Inventory” means, for each Product Group, the total volumes of Products in such Product Group located in situ in the Included Locations to be sold by PRC to Aron pursuant to this Agreement as of the Commencement Date (but not including any then-existing Excluded Third-Party Inventory or Excess Quantities).

“Initial Purchase True-Up Date” has the meaning specified in Section 3.6.

“Initial Term” has the meaning specified in Section 2.1.

10

“Intercreditor Agreement” means that certain Intercreditor Agreement dated as of the Effective Date by and among Aron, UBS AG, Stamford Branch, PBFH, DCRC, PRCLLC, TRC and the other parties thereto.

“Interim Net Payment Amount” has the meaning specified in Section 12.1.2.

“Inventory Intermediation Roll Fee” has the meaning specified on Schedule G.

“Inventory Volumes” has the meaning specified in Section 6.3.

“Liabilities” means any and all claims, demands, suits, losses, expenses, damages, charges, fines, penalties, assessments, interest and costs of any kind (including reasonable out-of-pocket, documented attorneys’ fees, court costs and other disbursements), causes of action and liabilities of every type and character, including personal injury or death to any person or loss or damage to any personal or real property, and any liabilities directly or indirectly arising out of or related to any suit, proceeding, judgment, settlement or judicial or administrative order and any liabilities with respect to Environmental Laws.

“LIBOR” means, as of the date of any determination, the London Interbank Offered Rate for three-month U.S. dollar deposits appearing on Page 3750 of the Telerate screen (or any successor page) at approximately 11:00 a.m. (London time). If such rate does not appear on Page 3750 of the Telerate screen (or otherwise on such screen or its successor), LIBOR shall be determined by reference to such other comparable publicly available service for displaying eurodollar rates as the Parties, acting reasonably, select. LIBOR shall be established on the last Business Day of a calendar quarter and shall be in effect for the following three months in the next calendar quarter.

“Lien” means any lien, pledge, mortgage, claim, charge, encumbrance or other security interest of any nature whatsoever that, in each case, secures any obligation of any person or any other agreement or arrangement having a substantially similar effect.

“Material Adverse Change” means, (i) as to PRC or its Guarantor, that Aron shall have reasonable grounds for insecurity with respect to PRC’s ability to perform all of its current and future obligations (whether actual or contingent) under this Agreement or the other Transaction Documents or its Guarantor’s ability to perform all of its current and future obligations (whether actual or contingent) under its Guaranty and (ii) as to Aron or its Guarantor, *****; provided, however, that none of the following shall constitute a “Material Adverse Change”: any condition, circumstance, event, change or effect or combination thereof (1) arising from or relating to changes of laws that are not specific to the business of PRC or its Guarantor or Aron or its Guarantor, as applicable or markets in which PRC or its Guarantor or Aron or its Guarantor, as applicable, operates; (2) arising from or relating to the transactions contemplated by this Agreement or the taking of any action in

11

accordance with this Agreement; (3) arising from or relating to changes in economic, political or regulatory conditions generally affecting the U.S. economy as a whole, except to the extent such change has a disproportionate effect on PRC or its Guarantor or Aron or its Guarantor, as applicable, relative to other industry participants; (4) arising from or relating to changes in financial, banking or securities markets generally affecting the U.S. economy as a whole (including any disruption of any of the foregoing markets, any change in currency exchange rates, any decline in the price of any security or any market index and any increased cost of capital or pricing related to any financing), except to the extent such change has a disproportionate effect on PRC or its Guarantor or Aron or its Guarantor, as applicable, relative to other industry participants; and (5) arising from or relating to, or effects of, any seasonal fluctuations in the business of PRC or its Guarantor or Aron or its Guarantor, as applicable, except to the extent such change has a disproportionate effect on PRC or its Guarantor or Aron or its Guarantor, as applicable, relative to other industry participants.

“Material Indebtedness” shall have the meaning specified in the Revolving Credit Agreement.

“Maximum Inventory” means, for each Product Group, the aggregate number of barrels indicated on Schedule E (except as otherwise provided in Section 6.4).

“Minimum Inventory” means, for each Product Group, the aggregate number of barrels indicated on Schedule E.

“Monthly Average Daily Product Inventory” means, for each Product Group during any whole or partial month, the average of the Inventory Volumes for each day in such whole or partial month; provided that if the average so determined is less than the applicable Minimum Inventory for such Product Group, the Monthly Average Daily Product Inventory for such Product Group shall be deemed to be equal to the Minimum Inventory for such Product Group.

“Monthly Ending Product Inventory” means the aggregate volume of each Product Group, subject to any Maximum Inventory as applicable hereunder, owned by Aron and held in the Included Locations at 11:59:59 p.m. EPT on the last day of each whole or partial month during the Term, as determined by PRC as of such time pursuant to Section 6.3 with regard to the Products in the Included Locations, such aggregate volume being the volume of the Aron Inventory as of such time.

“Monthly Product Benchmark” has the meaning specified in the definition of “Product Benchmarks.”

“Monthly True-Up Payment” has the meaning specified in Section 12.5.

12

“Monthly True-Up Statement” means a statement showing the net Monthly True-Up Payment for the associated month, together with appropriate supporting documentation.

“MSCG” means Morgan Stanley Capital Group Inc. (or one of its Affiliates or its other designee).

“Non-Affected Party” has the meaning specified in Section 27.1.

“Non-Performing Party” means either the Affected Party or the Defaulting Party.

“NYMEX” means the New York Mercantile Exchange.

“Optional Differential Adjustment Month” has the meaning specified in 4.3.3.

“Outside Activities” has the meaning specified in Section 17.4.

“Party” and “Parties” have the meanings specified in the recitals hereto.

“Payment Direction Letter” means that certain letter agreement dated as of the Effective Date regarding “Payment Direction Instruction Regarding Inventory Sale Agreement” by and among PBFH, MSCG and Aron.

“PBF” means PBF Energy Inc.

“PBFH” has the meaning specified in the recitals hereto.

“Performing Party” has the meaning specified in Section 18.3.

“Permitted Holders” shall mean each of (i) the Equity Investors and (ii) current and former members of management of PBFH (or its direct or indirect parent companies) who hold of Equity Interests of PBFH (or any of its direct or indirect parent companies) and (iii) any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided, that, in the case of such group and without giving effect to the existence of such group or any other group, such Equity Investors and members of management, collectively, have beneficial ownership of more than 50% of the total voting power of the Voting Stock of PBFH or any of its direct or indirect parent companies. For purposes of this definition, a person shall not be deemed to have beneficial ownership of Equity Interests subject to a stock purchase agreement, merger agreement or similar agreement until the consummation of the transactions contemplated by such agreement.

“PRC” has the meaning specified in the recitals hereto.

“PRCLLC” has the meaning specified in the recitals hereto.

13

“Product Benchmarks” means, for each Product Group, the pricing benchmarks (in each case comprised of a price based on a reference pricing source, plus or minus a Differential (if any) set forth with respect to each applicable Product Benchmark on Schedule J) listed on and determined in accordance with Schedule C, which consist of: the benchmark to be used for purposes of Section 3.2 (the “Estimated Step-in Product Benchmark”), the benchmark to be used for purposes of Section 3.5 and the definition of “Actual Maximum Step-in Value” (the “Actual Step-in Product Benchmark”), the benchmark to be used for purposes of Section 12.1.1(i)(2) (the “Weekly Product Benchmark”), the benchmark to be used for purposes of Schedule G (the “Monthly Product Benchmark”), the benchmark to be used for purposes of Section 3.8.2(i) (the “EstimatedStep-out Product Benchmark”) and the benchmark to be used for purposes of Section 3.8.2(iii) (the “Actual Step-out Product Benchmark”).

“Product Group” means each of the “Product Groups” specified with respect to each applicable Product on Schedule A.

“Production Week” has the meaning specified on Schedule C.

“Products” has the meaning specified in the recitals hereto.

“RC Change Adjustment” has the meaning specified in Schedule P.

“RC Differential Adjustment Month” means any month during which a Reference Contract Change is to be effected with respect to one or more Product Groups.

“Receiving Party” has the meaning specified in Section 18.1.5.

“Reference Contract” means, with respect to each Product Group, the futures contract that is used in calculating the Product Benchmarks for such Product Group as listed on Schedule C.

“Reference Contract Change” has the meaning specified in Section 4.5.1.

“Refinery” has the meaning specified in the recitals hereto.

“Related Agreement” means the Amended and Restated Inventory Intermediation Agreement dated as of the date hereof by and among DCRC, PBFH and Aron (as the same may be amended, restated, supplemented or otherwise modified from time to time).

“Renewal Term” has the meaning specified in Section 2.2.

“Representatives” means a Party’s or any of its Affiliates’ directors, officers, employees, personnel, auditors, consultants, banks, financial advisors or legal advisors; provided that in no event shall (i) PRC or any of its Affiliates, directors,

14

officers, employees, personnel, auditors, consultants, banks, financial advisors or legal advisors be deemed to be Representatives of Aron for purposes of this Agreement or any other Transaction Document or (ii) Aron or any of its Affiliates, directors, officers, employees, personnel, auditors, consultants, banks, financial advisors or legal advisors be deemed to be Representatives of PRC for purposes of this Agreement or any other Transaction Document.

“Required Permits” means any license authorization, certification, filing, recording, permit, waiver, exception, variance, franchise, order or other approval with or of any governmental authority pertaining or relating to the operation of the Refinery or the Tanks.

“Required Storage Arrangements” mean such designations and other binding contractual arrangements pursuant to which PRC shall provide Aron with PRC’s (and/or its Affiliates’) full right to use the third-party storage tanks and related facilities covered by such contractual arrangements in the event any other third-party locations are added as Included Locations pursuant to Section 5.

“Restatement Effective Date” means, assuming the due execution of this Agreement by each Party’s authorized representative, July 1, 2015 as of 12:00:01 a.m. EPT on such date.

“Revolving Credit Agreement” means that certain Third Amended and Restated Revolving Credit Agreement dated as of August 15, 2014 by and among PBFH, DCRC, TRC and PRCLLC as Borrowers and the other parties thereto, as the same may be amended, restated, replaced, refinanced, supplemented, superseded or otherwise modified from time to time.

“Roll Cutoff Date” has the meaning specified in Schedule F.

“Scheduled Differential Adjustment Month” means the third month of each calendar quarter (except for the final month of the Term).

“SEC” means the Securities and Exchange Commission.

“Services” means the (i) receipt into the Tanks of Products that are purchased by Aron at the inlet flange of a Tank, (ii) storage and handling of the Aron Inventory, (iii) withdrawal of Aron Inventory from the Tanks for sale at the outlet flange of a Tank, (iv) gauging of Aron Inventory, (v) accounting for and providing reports with respect to Aron Inventory and customary record keeping, each in accordance with PRC’s existing accounting and reporting procedures and (vi) all other ancillary services, as more fully described in Section 9.

“Settlement Amount” has the meaning specified in Section 18.5.1.

“Setup Fee Rate” has the meaning specified in the Fee Letter.

15

“Specified Early Termination Fee” has the meaning specified in Section 3.8.7.

“Specified Early Termination Margin” has the meaning specified in the Fee Letter.

“Specified Indebtedness” has the meaning specified in Section 17.3.3.

“Specified Period” has the meaning specified on Schedule F.

“Specified Transaction” means (a) any transaction entered into by and between Aron (or any of its Designated Affiliates) and PRC (or any of its Designated Affiliates) (i) which is a rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity option, commodity spot transaction, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, weather swap, weather derivative, weather option, credit protection transaction, credit swap, credit default swap, credit default option, total return swap, credit spread transaction, repurchase transaction, reverse repurchase transaction, buy/sell-back transaction, exchange transaction, securities lending transaction or forward purchase or sale of a security, commodity or other financial instrument or interest (including any option with respect to any of these transactions) or (ii) which is a type of transaction that is similar to any transaction referred to in clause (i) that is currently, or in the future becomes, recurrently entered into in the financial markets (including terms and conditions incorporated by reference in such agreement) and that is a forward, swap, future, option or other derivative on one or more rates, currencies, commodities, equity securities or other equity instruments, debt securities or other debt instruments or economic indices or measures of economic risk or value, (b) any transaction entered into by and between Aron (or any of its Designated Affiliates) and PRC (or any of its Designated Affiliates) of any kind, and the related confirmations, which are subject to the terms and conditions of, or are governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc. or any other similar form of master agreement and (c) any combination of the foregoing transactions.

“Specified Transaction Close-Out Amount” has the meaning specified in Section 18.4.

“Specified Unwind Costs” means, *****.

“Sponsor” shall mean First Reserve Corporation, the Blackstone Group, and each of their respective Affiliates.

“Step-in Bill of Sale” means a document substantially in the form attached hereto as Exhibit 1.

16

“Step-out Bill of Sale” means a document substantially in the form attached hereto as Exhibit 2.

“Step-out Date” has the meaning specified in Section 3.8.1.

“Step-out Inventory” has the meaning specified in Section 3.8.2.

“Step-out Payment Amount” has the meaning specified in Section 3.8.4.

“Step-out Reconciliation Statement” has the meaning specified in Section 3.8.6.

“Tanks” means each of the tanks located at the Refinery and made available to Aron pursuant to this Agreement as listed on Schedule B, which specifies the characteristics of each tank, as may be changed from time to time pursuant to Section 6.4.5(ii) or Section9.

“Target Cutoff Date” has the meaning specified on Schedule F.

“Target Product Inventory” means, for any whole or partial month during the Term, for each Product Group, an estimate of the aggregate quantities of such Product Group that PRC expects to be held in the Included Locations as of the last day of such whole or partial month; provided that the aggregate amount of such estimate shall, for purposes of this Agreement only, not exceed the Maximum Inventory for such Product Group (as the same may be adjusted from time to time in accordance with the terms of Section 6.4); provided, further, that it is understood and agreed that the actual physical inventory of any Product, Product Group or all Products in the aggregate will not be subject to the Minimum Inventory or Maximum Inventory (or any other minimum or maximum amount) and may differ substantially from the amount of the Target Product Inventory.

“Taxes” means any and all federal, state and local taxes, duties, fees and charges of every description, including all motor fuel, excise, gasoline, aviation fuel, special fuel, diesel, environmental, spill and sales and use taxes, however designated, paid or incurred with respect to the purchase, storage, exchange, use, transportation, resale, importation or handling of the Products, and any interest or penalties thereon; provided, however, that “Taxes” does not include any Excluded Taxes.

“Term” means the Initial Term and the Renewal Term, if applicable.

“Termination Amount” has the meaning specified in Section 18.6.

“Termination Event” means an Event of Default or an Additional Termination Event.

“Total Weekly Product Value” has the meaning specified in Section 12.1.1.

17

“Trading Day” means, as applicable depending upon the Reference Contract, any day that the NYMEX or ICE is open for trading.

“Transaction Documents” means this Agreement, the Intercreditor Agreement, the Step-in Bill of Sale, the Step-out Bill of Sale, the Fee Letter, the Guaranties, the Bridging Agreement and any confirmations or other writings or communications that document the sales of Products from PRC to Aron or the sales of Products from Aron to PRC.

“TRC” means Toledo Refining Company LLC.

“UCC” means the New York Uniform Commercial Code.

“Unpaid Amounts” means any amounts owed by one Party to another Party under this Agreement that have not been paid as of the date of determination.

“Volume Determination Procedures” means PRC’s ordinary procedures for determining the volume of Product held in any Tank at a designated time, including the use of daily tank gauging reports, meter readings and meter tickets (if applicable), other relevant Refinery measurements and/or any other method in accordance with Accepted Industry Practice.

“Voting Stock” shall mean, with respect to any person, any class or classes of Equity Interests pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the Board of Directors (or equivalent governing body) of such person.

“Weekly Net Volume” has the meaning specified in Section 12.1.1.

“Weekly Product Benchmark” has the meaning specified in the definition of “Product Benchmarks.”

“Weekly Product Value” has the meaning specified in Section 12.1.1.

1.2 Interpretation. Unless the context otherwise requires or except where specifically stated otherwise, in this Agreement:

1.2.1 words using the singular or plural number also include the plural or singular number, respectively;

1.2.2 references to any Party shall be construed as a reference to such Party’s successors in interest and permitted assigns;

1.2.3 references to a provision of Applicable Law or Applicable Laws are references to that provision or Applicable Laws generally, as may be amended, extended or re-enacted from time to time;

18

1.2.4 references to “days,” “months” and “years” mean calendar days, months and years, respectively, and a “day” consists of the 24-hour period commencing at 12:00:00 a.m. EPT and ending on 11:59:59 EPT on that day;

1.2.5 references to “dollars” or “$” mean U.S. dollars;

1.2.6 the (i) volumes of record for purposes of this Agreement shall be in barrels (i.e., 42 net U.S. gallons, measured at 60° F) and (ii) prices of record for purposes of this Agreement shall be in dollars per barrel or dollars per gallon, as applicable;

1.2.7 references to “Exhibits,” “Sections” and “Schedules” in this Agreement, or to a provision contained therein, shall be construed as references to the Exhibits, Sections and Schedules of this Agreement, as may be amended, modified or supplemented from time to time in accordance with the terms hereof;

1.2.8 References to any agreement or other document or to a provision contained in any of those shall be construed, at the particular time, as a reference to it as it may then have been amended, supplemented, modified, superseded, replaced, refinanced, assigned, novated and/or waived by the counterparties thereto in accordance with its terms from time to time;

1.2.9 references to “assets” include present and future properties, revenues and rights of every description;

1.2.10 references herein to “consent” mean, unless otherwise specified, the prior written consent of the Party at issue, which shall not be unreasonably withheld, delayed or conditioned;

1.2.11 the terms “hereof,” “herein,” “hereby,” “hereto” and similar words refer to this entire Agreement and not any particular Exhibit, Section, subsection, Schedule or subdivision of this Agreement;

1.2.12 the words “include” or “including” shall be deemed to be followed by “withoutlimitation” or “but not limited to” whether or not they are followed by such phrases or words of like import;

1.2.13 references to a “judgment” include any order, injunction, determination, award or other judicial or arbitral measure in any jurisdiction;

1.2.14 the example calculations set forth in the Schedules hereto shall not be construed as creating any duty or obligation of the Parties; such examples

19

are for illustrative purposes only and do not take precedence over any terms or conditions set forth in the remainder of this Agreement;

1.2.15 references to “obligations” shall be construed to mean a Party’s prompt and complete performance of its covenants and obligations required pursuant to this Agreement; and

1.2.16 references to any “person” include any natural person, corporation, partnership, limited liability company, joint venture, trust or unincorporated organization, estate, association, partnership, statutory body, joint stock company or any other private entity or organization, Governmental Authority, court or any other legal entity, whether acting in an individual, fiduciary or other capacity.

1.3 If there is any ambiguity, inconsistency, discrepancy or conflict between this Agreement and any other Transaction Document, this Agreement shall govern and prevail (except if the ambiguity, inconsistency, discrepancy or conflict is with respect to the Intercreditor Agreement, in which case the Intercreditor Agreement will govern and prevail).

1.4 Unless otherwise specified, in computing any period of time under this Agreement the day of the act, event or default from which such period begins to run shall be day “zero” and not included. If the last day of the period so computed is not a Business Day then, unless this Agreement provides otherwise, the period shall run until the end of the next Business Day.

1.5 The provisions of this Agreement shall be construed in accordance with the natural meanings of their terms. The Parties agree that each has had the opportunity to review the terms and provisions of this Agreement with counsel of its choosing and to negotiate any desired changes or clarifications and that the terms of this Agreement will not be interpreted against one Party or the other on the ground that such Party drafted or revised a particular provision. Instead, in the event of any ambiguity, this Agreement will be interpreted in accordance with the intent of the Parties as evidenced by the Agreement, taken as a whole.

2. TERM & EARLY TERMINATION

2.1 Initial Term. Subject to Section 2.8 below, this Agreement shall be effective as of the Restatement Effective Date The Parties acknowledge and agree that (i) the Original Agreement became effective on June 26, 2013, (ii) the Commencement Date occurred, (iii) the Inventory Volumes at the end of the Initial Term as defined in the Original Agreement will carryover to the effective time of this Agreement, (iv) all conditions precedent and all other provisions related to the inception of the Original Agreement even if repeated in this Agreement have previously been satisfied or waived, and (v) the Actual Setup Fee has been paid. This Agreement constitutes a continuation of the term of the Original Agreement under the amended and restated

20

terms hereof, which term shall continue from the Restatement Effective Date until July 1, 2017 at 11:59:59 p.m. EPT (the “Initial Term”); provided, however, that this Agreement is subject to earlier termination as provided in Sections 2.3, 2.4 and 2.5.

2.2 Renewal Term. As of the expiration of the Initial Term, PRC and Aron may, by mutual agreement and no less than 180 days prior to the expiration of the Initial Term, renew this Agreement for one additional one-year term until July 1, 2018 at 11:59:59 p.m. EPT (or such longer term as may be agreed to by PRC and Aron) (the “Renewal Term”).

2.3 Specified Early Termination Rights. In addition to the termination rights in Section 2.4 and 2.5, PRC may, at its option and in its sole discretion, by providing no less than 60 days’ prior written notice to Aron, to be effective at 11:59:59 p.m. EPT on January 1, 2016 or, if later, at 11:59:59 p.m. EPT on the first day of the month immediately following the month during which such 60-day notice period expires (unless such 60-day notice period expires on the first day of a month, in which event such termination will be effective on such day) (but no later than July 1, 2016), terminate this Agreement, in which case this Agreement shall terminate in its entirety and the Specified Early Termination Fee will be due and payable by PRC to the extent applicable as set forth in Section 3.8.7 as part of the Step-out Payment Amount; provided that such termination notice shall not be effective unless (i) DCRC (with PBFH) has concurrently elected to exercise its right to terminate the Related Agreement pursuant to Section 2.3 thereof (in which case, the Specified Early Termination Fee as provided for thereunder would become due) or (ii) Aron has agreed to the continuation of the Related Agreement following such early termination of this Agreement (in which case, no “Specified Early Termination Fee” will be due under this Agreement or pursuant to Section 2.3 of the Related Agreement at such time).

2.4 General Early Termination Right. In addition to the termination rights in Section 2.3 and 2.5, PRC may, at its option and in its sole discretion, by providing no less than 60 days’ prior written notice to Aron, to be effective at 11:59:59 p.m. EPT on July 1, 2016 or, if later, at 11:59:59 p.m. EPT on the first day of the month immediately following the month during which such 60-day notice period expires (unless such 60-day notice period expires on the first day of a month, in which 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 PRC to the extent applicable as set forth in Section 3.8.8 as part of the Step-out Payment Amount; provided that such termination notice shall not be effective unless (i) DCRC (with PBFH) has concurrently elected to exercise its right to terminate the Related Agreement pursuant to Section 2.4 thereof (in which case, the Early Termination Fee as provided for thereunder would become due to the extent applicable) or (ii) Aron has agreed to the continuation of the Related Agreement following such early termination of this Agreement (in which case, no “Early

21

Termination Fee” will be due under this Agreement or pursuant to Section 2.4 of the Related Agreement at such time).

2.5 Termination Right Upon Aron Transaction. *****.

2.6 Conditions to Commencement.

2.6.1 Conditions to Obligations of Aron. The obligations of Aron contemplated by this Agreement shall be subject to satisfaction by PRC of the following conditions precedent on and as of the Commencement Date:

(i)PRC shall have duly executed the Step-in Bill of Sale;

(ii)DCRC and PBFH shall have duly executed the Related Agreement and all other conditions to Aron’s obligations thereunder shall have been satisfied;

(iii)PRC and DCRC shall have duly executed the Bridging Agreement;

(iv)PRC shall have delivered its Guaranty to Aron;

(v)The Administrative Agent to the Revolving Credit Agreement, PBFH, DCRC, PRCLLC and TRC shall have duly executed the Intercreditor Agreement;

(vi)MSCG shall have duly executed the Payment Direction Letter;

(vii)PRC shall have delivered to Aron a certificate signed by the Secretary or an Assistant Secretary of PBFH certifying (a) the incumbency and signatures of the officers of each of PBFH and PRCLLC executing this Agreement and (b) the accuracy and completeness of the resolutions of PBFH’s and PRCLLC’s board authorizing the execution, delivery and performance of this Agreement and any other documents executed and delivered by PBFH or PRCLLC hereunder;

(viii)No action or proceeding shall have been instituted nor shall any action by a Governmental Authority be threatened in writing, nor shall any order, judgment or decree have been issued by any Governmental Authority as of the Commencement Date to set aside, restrain, enjoin or prevent the transactions and performance of the obligations contemplated by this Agreement;

(ix)The Refinery and the Tanks shall not have been affected adversely by any casualty loss or damage, whether or not covered by insurance, unless such loss or damage would not be a Material Adverse Change with

22

respect to the usual, regular and ordinary operations of the Refinery or the provision of the Services;

(x)PRC shall have delivered to Aron insurance certificates evidencing the effectiveness of the insurance policies required of PRC pursuant to Section 15;

(xi)All representations and warranties of PRC contained herein shall be true and correct in all material respects on and as of the Commencement Date; and

(xii)PRC shall have delivered to Aron proper notification, exemption or resale certificates or direct pay permits as may be required pursuant to Section 14.1.

2.6.2 Conditions to Obligations of PRC. The obligations of PRC contemplated by this Agreement shall be subject to satisfaction by Aron of the following conditions precedent on and as of the Commencement Date:

(i)Aron shall have duly executed the Step-in Bill of Sale;

(ii)Aron shall have duly executed the Related Agreement and all other conditions to DCRC’s (with PBFH) obligations therein shall have been satisfied;

(iii)Aron shall have duly executed the Bridging Agreement;

(iv)Aron shall have delivered its Guaranty to PRC;

(v)MSCG shall have duly executed the Payment Direction Letter;

(vi)All representations and warranties of Aron contained herein shall be true and correct in all material respects on and as of the Commencement Date;

(vii)Aron shall have delivered satisfactory evidence of its Internal Revenue Service Form 637;

(viii)No action or proceeding shall have been instituted nor shall any action by a Governmental Authority be threatened in writing, nor shall any order, judgment or decree have been issued by any Governmental Authority as of the Commencement Date to set aside, restrain, enjoin or prevent the transactions and performance of the obligations contemplated by this Agreement;

(ix)The Refinery and the Tanks shall not have been affected adversely by any casualty loss or damage, whether or not covered by insurance,

23

unless such loss or damage would not be a Material Adverse Change with respect to the provision of Services; and

(x)Aron shall have delivered to PRC proper notification, exemption or resale certificates or direct pay permits as may be required pursuant to Section 14.1.

2.7 Deliveries Concurrent with Amendment and Restatement of Original Agreement. In connection and concurrently with the execution by the Parties of this Agreement,

2.7.1 the parties to the Related Agreement shall have entered into an amendment and restatement thereof identical in all material respects to this Agreement;

2.7.2 the parties to the Fee Letter shall have entered into an amendment and restatement thereof adjusting the Applicable Margin;

2.7.3 Aron shall have received amendments or other written confirmations satisfactory to Aron confirming that each Guaranty in favor of Aron covers obligations under this Agreement and the Related Agreement; and

2.7.4 PRC shall have received amendments or other written confirmations satisfactory to PRC confirming that each Guaranty in favor of PBFH and its Affiliates covers obligations under this Agreement and the Related Agreement.

2.8 Status of Original Agreement. The Parties acknowledge that the Original Agreement shall continue in effect until the Restatement Effective Date hereunder; provided that (i) PRC agrees that it shall not exercise any early termination rights under Section 2.3 or 2.4 of the Original Agreement, (ii) no Step-out Date shall occur under the Original Agreement and (iii) to the extent applicable, all calculations and determinations under the Original Agreement shall be made as if the Initial Term thereunder is the Initial Term as defined in Section 2.1 above.

3. SALE OF INITIAL INVENTORY AND REPURCHASE OF ENDING INVENTORY

3.1 Estimated Initial Inventory (Estimated Step-in Inventory). On Thursday, June 27, 2013, PRC shall prepare its good faith estimate of the Initial Inventory to be sold by PRC to Aron hereunder as of the Commencement Date (the “Estimated Initial Inventory”) based on the volumes held in the Included Locations as of 11:59:59 p.m. EPT on Wednesday, June 26, 2013, and shall deliver a written statement thereof to Aron by 5:00:00 p.m. EPT on Thursday, June 27, 2013.

3.2 Initial Purchase (Initial Step-in Purchase). On the Commencement Date, and subject to satisfaction of the conditions set forth in Section 2.6.1, Aron agrees to purchase

24

the Initial Inventory from PRC, subject to Section 3.5, based on the sum of, for each Product Group, the product of (a) the Estimated Step-in Product Benchmark applicable to each Product Group and (b) the Estimated Initial Inventory (based on the statement delivered by PRC) (the “Estimated Initial Inventory Purchase Price”).

3.3 Payment for Estimated Initial Inventory (Initial Step-in Payment). Promptly after the opening of financial markets in New York, New York on the Commencement Date, and subject to satisfaction of the conditions set forth in Section 2.6.1, Aron shall pay *****% of the Estimated Initial Inventory Purchase Price to PRC by wire transfer of immediately available funds; provided, however, that PRC may, at its election, direct that all or a portion of the Estimated Initial Inventory Purchase Price be paid to MSCG on PRC’s behalf in accordance with the Payment Direction Letter, and the Parties agree to use commercially reasonable efforts to coordinate the respective timing of payments made pursuant to the Payment Direction Letter; provided, further, for the avoidance of doubt, title to the Initial Inventory shall pass from PRC to Aron, consistent with PRC’s warranty of title set forth in Section 11.1.1 and at and as of the time specified in the definition of the Commencement Date, subject to PRC’s confirmation of receipt of funds in an amount equal to such Estimated Initial Inventory Purchase Price.

3.4 Determination of Actual Initial Inventory (Actual Step-in Inventory). The Parties shall determine the actual volumes of the Initial Inventory sold by PRC to Aron hereunder as of the Commencement Date (the “ActualInitial Inventory”) in accordance with the procedures set forth in Schedule D. The Final Inventory Quantity Report shall thereafter be delivered to the Parties pursuant to the procedures set forth in Schedule D.

3.5 Initial Purchase True-Up (Step-in True-Up). No later than 5:00 p.m. EPT on the fifth Business Day after the delivery of the Final Inventory Quantity Report pursuant to the procedures set forth in Exhibit D, Aron shall deliver a written statement to PRC showing a calculation of the sum of, for each Product Group, the product of (i) the Actual Initial Inventory (based on the Final Inventory Quantity Report) and (ii) the Actual Step-in Product Benchmark applicable to each such Product Group (the “ActualInitial Inventory Purchase Price”). If (a) the amount of the Actual Initial Inventory Purchase Price exceeds the amount of the Estimated Initial Inventory Purchase Price, then Aron shall pay to PRC the amount of the resulting excess and (b) the amount of the Actual Initial Inventory Purchase Price is less than the amount of the Estimated Initial Inventory Purchase Price, then PRC shall pay to Aron the absolute value of the resulting difference, in each case pursuant to Section 3.6.

3.6 Payment of Initial Purchase True-Up (Payment of Step-in True-Up). No later than 5:00:00 p.m. EPT on the Initial Purchase True-Up Date, Aron or PRC, as applicable, shall pay the amount calculated as due and payable thereunder to the other Party by

25

wire transfer of immediately available funds. If such amount is owed to PRCthenPRC may, at its election, direct that all or a portion of such amount be paid by Aron to MSCG on PRC’s behalf in accordance with the Payment Direction Letter.If such amount is owed to AronthenPRC may, at its election, direct that all or a portion of such amount be paid by MSCG to Aron on PRC’s behalf and Aron agrees to accept such payment in accordance with the Payment Direction Letter. In the case of each of the foregoing payment obligations under this Section 3.6, the Parties agree to use commercially reasonable efforts to coordinate the respective timing of payments made pursuant to the Payment Direction Letter.For purposes hereof, the “Initial Purchase True-Up Date” means the earlier of (i) the third Business Day following the delivery of Aron’s written statement to PRC under Section 3.5 and (ii) such other date as the Parties may mutually agree.

3.7 Arrangement Fee.

3.7.1 Concurrently with the calculation of Actual Initial Inventory Purchase Price under Section 3.5, Aron shall calculate the actual setup fee due in connection herewith (the “Actual Setup Fee”), which shall be equal to the product of the Setup Fee Rate and the Actual Maximum Step-in Value.

3.7.2 No later than 12:00:00 p.m. EPT on the third Business Day following the delivery of Aron’s written statement to PRC under Section 3.5, subject to the consummation of the transactions set forth in Section 3.3 and concurrently with the payment (if any) required to be made pursuant to Section 3.6, PRC shall pay the Actual Setup Fee to Aron by wire transfer of immediately available funds.

3.8 Purchase Upon Termination or Expiration (Step-out).

3.8.1 Upon the termination or expiration of this Agreement for any reason other than as a result of a Termination Event (the effective date of such termination or expiration being the “Step-out Date”), the Parties covenant and agree to proceed as provided in this Section 3.8; provided that (x) the terms of this Agreement applicable to any continuing obligations shall continue in effect following the Step-out Date until all obligations are finally settled as contemplated by this Section 3.8 and (y) the provisions of this Section 3.8 shall in no way limit the rights and remedies which the Performing Party may have as a result of a Termination Event, whether pursuant to Section 18 or otherwise.

3.8.2 PRC agrees to purchase from Aron all Aron Inventory located in situ in the Included Locations and owned by Aron on the Step-out Date (the “Step-out Inventory”), as follows:

(i)PRC shall prepare its good faith estimate of the Step-out Inventory (for each Product Group) to be sold by Aron to PRC hereunder as of the

26

Step-out Date (the “Estimated Step-out Inventory”) based on the volumes held in the Included Locations as of 12:00:01 a.m. EPT on the fourth Business Day preceding the Step-out Date and shall deliver a written statement thereof to Aron by 5:00:00 p.m. EPT on the third Business Day preceding the Step-out Date. Aron shall determine, and promptly advise PRC, in any event within one Business Day after delivery of PRC’s statement, of the “Estimated Step-out Inventory Purchase Price,” which shall equal the sum of, for each Product Group, the product of (a) the Estimated Step-out Product Benchmark applicable to each Product Group and (b) the Estimated Step-out Inventory (based on the statement delivered by PRC).

(ii)Subject to Section 3.8.5 below, PRC shall be obligated to pay to Aron the Estimated Step-out Inventory Purchase Price on the Step-out Date as part of the Estimated Step-out Payment Amount due on that day. The Parties shall execute and deliver the Step-out Bill of Sale on the Step-out Date to evidence the in-tank transfer of the Step-out Inventory.

(iii)No later than 20 days after the Step-out Date, Aron shall determine, in accordance with Schedule D, and deliver a written statement to PRC of, the “Actual Step-out Inventory Purchase Price,” which shall equal the sum of, for each Product Group, the product of (x) the Actual Step-out Product Benchmark and (y) the Actual Step-out Inventory.

3.8.3 The “Actual Step-out Inventory” of each Product Group shall be determined as of 11:59:59 p.m. EPT on the Step-out Date in accordance with Schedule D (with the necessary changes having been made therein to reflect a determination of such volumes using the procedures therein as of the Step-out Date, instead of as the Commencement Date).The Final Inventory Quantity Report shall be delivered to the Parties pursuant to the procedures set forth in Schedule D (as so modified).

3.8.4 The “Step-out Payment Amount” shall equal the sum of the following items (without duplication), as determined by Aron in a commercially reasonable manner:

(i)the Actual Step-out Inventory Purchase Price; plus

(ii)if such termination is pursuant to Section 2.3 or 2.4, any amount due under Section 3.8.7 or 3.8.8, as applicable, as a result; plus

(iii)the aggregate amount due under Section 12.5, calculated as of the Step-out Date with such date being the final day of the last monthly period for which such calculations are to be made under this Agreement (including any FIFO Balance Final Settlement provided for in Schedule

27

L, as defined therein); provided that, if such amount under Section 12.5 is due to Aron, then such amount will be included in this Step-out Payment Amount as a positive number and if such amount under Section 12.5 is due to PRC, then such amount will be included in this Step-out Payment Amount as a negative number; plus

(iv)any Ancillary Costs incurred through the Step-out Date that have not yet been paid or reimbursed by PRC pursuant to Section 6.6; plus

(v)if one or more Specified Periods designated by PRC or otherwise established pursuant to the provisions of Schedule F prior to the Step-out Date ends after the Step-out Date, the net present values as of the Step-out Date of the Inventory Intermediation Roll Fees that would have become due as of the end of such Specified Periods (discounted from the “True Up Date” that would have applied to such Specified Period to the “True Up Date” applicable to a Specified Period ending on the Step-out Date, and the discount rate to be used in the net present value calculation shall be equal to LIBOR plus the Applicable Margin), which shall be aggregated so that a net amount due to one party or the other is determined, which net amount if due to Aron shall be included in this clause as a positive number and if due to PRC shall be included in this clause as a negative number (notwithstanding the foregoing, in lieu of applying this clause (v), to the extent practicable and if mutually agreed to by the Parties, the Parties shall use commercially reasonable efforts to permit PRC to assume any positions established pursuant to Schedule F upon commercially reasonable terms); plus

(vi)without duplication of any costs incurred under Section 3.8.4(iv), in the case of an early termination pursuant to Section 2.3 or 2.4, the Specified Unwind Costs, as determined by Aron with respect to all Corresponding Futures and aggregated into a net amount due to Aron (if expressed as a positive number) or PRC (if expressed as a negative number) (an example of the calculations contemplated by the immediately preceding clause (v) and this clause (vi) is set forth on Schedule M); plus

(vii)all unpaid amounts payable hereunder by PRC to Aron in respect of Products bought or sold on or prior to the Step-out Date and not taken into account under this Section 3.8.4; minus

(viii)all unpaid amounts payable hereunder by Aron to PRC in respect of Products bought or sold on or prior to the Step-out Date and not taken into account under this Section 3.8.4.

All of the foregoing amounts shall be aggregated or netted to a single liquidated amount owing from one Party to the other. If the Step-out

28

Payment Amount is a positive number, it shall be due to Aron and if it is a negative number, the absolute value thereof shall be due to PRC.

No later than 30 days after the Step-out Date, Aron shall give PRC notice of the Step-out Payment Amount, together with a statement providing a reasonably detailed summary of the calculations made by Aron in determining the Step-out Payment Amount, along with related supporting documentation.

3.8.5 The Parties acknowledge that Aron may not be able to definitively determine one or more of the components of the Step-out Payment Amount by the Step-out Date (provided, however, that Aron shall use its commercially reasonable efforts to determine all such components by the Step-out Date to the maximum extent practicable) and therefore agree in such event that Aron shall, in a commercially reasonable manner, estimate each of such components and use such estimated components to determine an estimate of the Step-out Payment Amount (the “Estimated Step-out Payment Amount”). Without limiting the generality of the foregoing, the Parties agree that the estimated amount with respect to clause (i) of Section 3.8.4 shall be the Estimated Step-out Inventory Purchase Price. Aron shall prepare, and provide PRC with, a statement of the Estimated Step-out Payment Amount, together with appropriate supporting documentation, at least two Business Days prior to the Step-out Date. Aron shall update its calculation of the Estimated Step-out Payment Amount by no later than 5:00 p.m. EPT on the Business Day immediately preceding the Step-out Date. If Aron is able to provide such updated amount by such time, that amount shall constitute the Estimated Step-out Payment Amount and shall be due and payable by no later than 5:00 p.m. EPT on the Step-out Date. Otherwise, the initial Estimated Step-out Payment Amount shall be the amount payable by such time on the Step-out Date.

3.8.6 No later than 30 days after the Step-out Date, Aron shall prepare, and provide PRC with, (i) a statement showing the calculation, as of the Step-out Date, of the Step-out Payment Amount and (ii) a statement (the “Step-out Reconciliation Statement”) reconciling the Step-out Payment Amount with the Estimated Step-out Payment Amount and indicating any amount remaining to be paid by one Party to the other as a result of such reconciliation. Within three Business Days after receiving the Step-out Reconciliation Statement and the related supporting documentation, the Parties will make any and all payments required pursuant thereto so that the Step-out Payment Amount shall have been paid in full by wire transfer of immediately available funds.

29

3.8.7 PRC agrees to pay Aron, only if this Agreement is terminated in its entirety pursuant to Section 2.3 on or prior to July 1, 2016 at 11:59:59 p.m. EPT (to the extent applicable under Section 2.3), an amount equal to the product of: (a) the amount calculated as the sum of, for each Product Group, the product of (i) the Actual Step-out Inventory Product Benchmark and (ii) the Maximum Inventory and (b) the Specified Early Termination Margin (the “Specified Early Termination Fee”).

3.8.8 PRC agrees to pay Aron, only if this Agreement is terminated in its entirety pursuant to Section 2.4 on or prior to July 1, 2017 at 11:59:59 p.m. EPT, but after July 1, 2016 at 11:59:59 p.m. EPT (to the extent applicable under Section 2.4), an amount equal to the product of: (a) the amount calculated as the sum of, for each Product Group, the product of (i) the Actual Step-out Inventory Product Benchmark and (ii) the Maximum Inventory, (b) the Early Termination Margin and (c) a fraction, the numerator of which is the number of days between the date of such early termination and July 1, 2017 and the denominator of which is 365 (the “Early Termination Fee”).

3.8.9 Notwithstanding anything herein to the contrary (including Section 1.2), it is agreed that the final month of the Term hereof (including if occurring upon an early termination of this Agreement pursuant to Section 2.3 or 2.4) shall be a “long” month consisting of a calendar month and the first day of the immediately following calendar month (and that if the operation of such provisions would result in a termination of this Agreement on a day that is not a Business Day then notwithstanding anything herein to the contrary, the effective date of any such termination shall occur on the next Business Day).

3.9 Disputes. If a Party in good faith disputes the accuracy of any amount calculated pursuant to this Section 3, the non-calculating Party shall provide written notice stating the reasons why the remaining disputed amount is incorrect, along with reasonable supporting documentation. In the event the Parties are unable to resolve such dispute, the matter shall be resolved in accordance with Section 22.

4. TARGET PRODUCT INVENTORY LEVELS; APPLICABLE SPREADS

4.1 Target Product Inventory. Subject to Section 4.2, in connection with establishing the Target Product Inventory for each Product Group, the Parties agree to follow the procedures set forth on Schedule F.

4.2 Initial Targets. No later than 5:00 p.m. EPT on Thursday, June 27, 2013, PRC shall deliver a written statement of the initial Target Product Inventory for each Product Group for the month of July 2013 (notwithstanding anything in Schedule F to the contrary).

30

4.3 Differentials.

4.3.1 No later than 5:00 p.m. EPT on Friday, June 28, 2013, PRC shall deliver to Aron a statement listing the initial Differentials to be used hereunder as of the Commencement Date, which shall amend Schedule J without further action of the Parties to reflect such Differentials. No later than the third Business Day after the delivery of the Final Inventory Quantity Report to the Parties pursuant to the procedures set forth in Schedule D, PRC shall deliver to Aron a statement listing the adjusted Differentials to be used hereunder, subject to the commercially reasonable agreement of Aron; provided that such Differentials shall thereafter from time to time be subject to further adjustment pursuant to Sections 4.3.2, 4.3.3, 4.3.4 and 4.3.5 below.

4.3.2 Commencing at least 10 Business Days prior to the second-to-last Business Day of each Scheduled Differential Adjustment Month, unless the Parties otherwise agree, the Parties shall endeavor, in good faith and in a commercially reasonable manner, to agree to adjusted Differentials according to the procedures described in Schedule N. If any such adjusted Differentials are agreed to prior to the second-to-last Business Day of such Scheduled Differential Adjustment Month, the Parties will promptly confirm such agreement in writing, and such adjusted Differential shall become applicable for purposes of determining the Product Benchmarks starting with the immediately following month. If the Parties are unable to agree prior to the second-to-last Business Day of such Scheduled Differential Adjustment Month whether an adjustment to any of the Differentials is appropriate or upon the amount of such adjustment, then Aron shall (in consultation with PRC) promptly and in a commercially reasonable manner determine, in accordance with the procedures set forth in Section II(d) of Schedule N hereto, the amount, if any, by which one or more the Differentials are to be adjusted with respect to such Scheduled Differential Adjustment Month. Promptly after making such determination, Aron shall advise PRC whether any adjusted Differentials are appropriate and the amount thereof and, if so, such adjusted Differentials shall become applicable for purposes of determining the Product Benchmarks starting with the immediately following month.

4.3.3 Upon the request of either Party and prior to the second-to-last Business Day of any month that is not a Scheduled Differential Adjustment Month or a RC Differential Adjustment Month (an “Optional Differential Adjustment Month”), PRC and Aron shall discuss whether to adjust any of the Differentials and, if either Party believes an adjustment is appropriate, the Parties shall negotiate in good faith and in a commercially reasonable manner to agree on such adjusted Differentials. If any such adjusted Differentials are agreed to prior to the second-to-last Business

31

Day of such Optional Differential Adjustment Month, the Parties will promptly confirm such agreement in writing, and such adjusted Differential shall become applicable for purposes of determining the Product Benchmarks starting with the immediately following month. If the Parties are unable to agree prior to the second-to-last Business Day of such Optional Differential Adjustment Month whether an adjustment to any of the Differentials is appropriate or upon the amount of such adjustment, then Aron shall (in consultation with PRC) promptly and in a commercially reasonable manner determine, in accordance with the procedures set forth in Section II(d) of Schedule N hereto, the amount, if any, by which one or more the Differentials are to be adjusted with respect to such Optional Differential Adjustment Month. Promptly after making such determination, Aron shall advise PRC whether any adjusted Differentials are appropriate and the amount thereof and, if so, such adjusted Differentials shall become applicable for purposes of determining the Product Benchmarks starting with the immediately following month.

4.3.4 *****.

4.3.5 The Parties acknowledge that each such adjustment to the Differentials shall apply only prospectively starting in the month following the relevant Differential Adjustment Month and that successive adjustments may be made, in each case with the most recent adjustment superseding any prior adjustment on a going forward basis.

4.3.6 Each time adjusted Differentials become effective under Section 4.3.2 above, Aron shall determine the Differential Adjustment Amount as provided on Schedules N and O and such amount shall be included in the Aggregate Monthly Product True-Up Amount that is incorporated into the Monthly True-Up Payment in the immediately following month.

4.4 Hedging Activities. Any hedges, swaps, options, positions or any other instruments or strategies executed by either Party related in any way to the Products, shall be for the relevant Party’s own account (including with regard to the Aron Hedges, which shall be for Aron’s own account), and any Taxes and/or Liabilities incurred, directly or indirectly resulting from such activities, shall be borne exclusively by such relevant Party (provided that the foregoing shall not affect the treatment of Specified Unwind Costs pursuant to the express terms and conditions of Section 3.8 or 18).

4.5 Reference Contract Changes.

4.5.1 *****.

4.5.2 *****.

32

4.5.3 *****.

4.5.4 *****.

4.6 The Parties agree that, notwithstanding anything in this Agreement to the contrary, (i) any written notice or written agreement contemplated by Section 4.3 or 4.5 above may be given by email (in the case of a notice) or confirmed by exchange of emails (in the case of an agreement) and (ii) to the extent such notice or agreement would amend or modify any item contained in a Schedule hereto, the giving of such notice or confirming of such agreement as provided in clause (i) above shall constitute an amendment of, and be deemed to amend all applicable references in, such Schedule to reflect the item addressed in such notice or agreement, without any further action by the parties to the IIA.

5. ADDITIONAL INCLUDED LOCATIONS

5.1 From time to time after the Commencement Date, PRC may notify Aron that PRC wishes to add a third-party storage location as an Included Location for purposes of this Agreement. Following such notification, Aron shall promptly undertake a due diligence review of the proposed Included Location to reasonably determine whether Aron is prepared to hold Product inventory at such proposed Included Location. Aron shall be under no further obligation with respect to such proposed Included Location if Aron reasonably determines that, based on such due diligence review, it is not prepared to hold Product inventory at such proposed Included Location. Aron shall notify PRC promptly after completing such due diligence review, but in any event shall reach a final decision and advise PRC concerning the same within seven days of PRC providing such notice to Aron.

5.2 If Aron advises PRC that Aron is prepared to hold Product inventory at such proposed Included Location, then PRC may endeavor to negotiate and implement Required Storage Arrangements pursuant to which PRC may transfer and assign to Aron PRC’s (and/or its Affiliates’) right to use the proposed Included Location; provided that (a) upon and concurrently with implementing any Required Storage Arrangement, the Parties shall execute such amendments to this Agreement and/or the Exhibits and/or Schedules hereto as are necessary or appropriate to add such proposed Included Location as an Included Location hereunder, (b) to the extent requested by Aron, the Parties shall amend any other applicable Transaction Document to include any inventory transferred to Aron as a result of such assignment, designation or arrangement and (c) no change shall occur in the Minimum Inventory or the Maximum Inventory in connection with the implementation of such Required Storage Arrangements unless agreed to by Aron. Notwithstanding anything to the contrary in this Section 5.2, PRC shall nevertheless be free in its sole discretion to enter into storage agreements with third parties, provided such storage agreements are not at a location that is an Included Location.

33

5.3 The Parties will cooperate in good faith with regard to the negotiation, preparation and execution of any Required Storage Arrangements upon commercially reasonable terms, in form and substance reasonably satisfactory to both Parties.

5.4 If any Required Storage Arrangements are entered into in connection with additional Included Locations and, thereafter, PRC shall materially fail to (i) perform its obligations under, (ii) comply with or (iii) maintain such Required Storage Arrangements in effect; provided, in each case that if PRC fails to cure or commence a cure any such failure within three Business Days after receiving written notice thereof from Aron, then Aron may, in its reasonable discretion, require that such location be removed from the Included Locations and that PRC at the time such location is removed purchase all Aron Inventory then located at such location on terms comparable to those that apply to a termination of this Agreement under Section 3.8.

6. PRODUCT SALES & REPORTING

6.1 Products Sales to Aron by PRC. Aron agrees to purchase from PRC, and PRC agrees to sell to Aron, the Products produced by the Refinery or delivered to the Refinery, and delivered by PRC into the Included Locations at the prices determined pursuant to this Agreement and otherwise in accordance with the terms and conditions of this Agreement (in each case, other than with regard to any Excess Quantities or Excluded Third-Party Inventory); provided that (i) Aron shall not be obligated at any time to purchase Products from PRC if such purchase would result in Aron owning Products in any Product Group in the Included Locations in excess of the Maximum Inventory for such Product Group specified on Schedule E (as such Maximum Inventory is adjusted pursuant to Section 6.4) and (ii) Aron’s purchase obligation under this Section 6.1 shall be limited to the extent that it is unable to take delivery of Products as a result of PRC’s failure to comply with the proviso in Section 6.2.

6.2 Products Sales to PRC by Aron. PRC agrees to purchase from Aron, and Aron agrees to sell to PRC, the Products delivered out of the Included Locations at the prices determined pursuant to this Agreement and otherwise in accordance with the terms and conditions of this Agreement; provided that PRC agrees that its purchases and receipt of Products from Aron shall be in sufficient quantities so that Aron shall, at all times during the Term, have available storage capacity in the Included Locations to take delivery of any Products to be sold by PRC to Aron pursuant to Section 6.1.

6.3 Daily Report of Inventory Volumes. On or prior to 5:00 p.m. EPT on each Business Day, PRC shall deliver to Aron a report, in the form provided on Exhibit 3, setting forth a good faith estimate of the volumes of each Product (the “Inventory Volumes”) held in the Included Locations as of 11:59:59 p.m. EPT on the immediately prior Business Day and any prior, non-reported days (including holidays and weekends), including the total Aron Inventory levels as to each grade of Product, in each case based on the best available information, by applying the Volume Determination Procedures, together with comparable information with respect to

34

any then-existing Commingled Quantities and/or Excluded Third Party Inventories, any Tanks which pursuant to Section 6.4.5 are not then Included Locations and any Tanks which pursuant to Section 9 have been substituted for other Tanks (the “Daily Report of Inventory Volumes”).

6.4 Excess Inventory Levels.

6.4.1 If PRC intends to designate an Excess Inventory Level for any whole or partial month for any Product Group, then PRC shall use commercially reasonable efforts to notify Aron of PRC’s intention prior to the Target Cutoff Date for such whole or partial month. If PRC fails to provide such notice in a timely manner, it shall not be entitled for that whole or partial month to designate an Excess Inventory Level for the relevant Product Group and Sections 6.4.4 and 6.4.5 shall apply.

6.4.2 If, pursuant to Section 6.4.1, PRC provides timely notice of its intention to designate an Excess Inventory Level for a Product Group, then Aron shall promptly advise PRC whether Aron accepts such Excess Inventory Level (in which case Section 6.4.3 shall apply) or rejects such Excess Inventory Level (in which case Section 6.4.4 and 6.4.5 shall apply).

6.4.3 If Aron accepts an Excess Inventory Level for any whole or partial month, then, for all purposes of this Agreement, such Excess Inventory Level shall constitute the Maximum Inventory for the relevant Product Group for such whole or partial month; provided that such Excess Inventory Level shall not apply to any other whole or partial month unless expressly accepted by Aron for such other whole or partial month as contemplated by Section 6.4.2.

6.4.4 If Aron rejects an Excess Inventory Level for any whole or partial month or PRC fails to provide notice to Aron of its intention to designate an Excess Inventory Level in a timely manner for any whole or partial month, then the following provisions shall apply:

(i)The Maximum Inventory for such whole or partial month shall remain at the level set forth on Schedule E and the Target Product Inventory for the relevant Product Group for such whole or partial month shall be equal to no more than the Maximum Inventory.

(ii)Prior to the commencement of such whole or partial month, PRC shall, to the extent practicable and commercially reasonable, identify those Tanks that it will, during such whole or partial month, use to hold and isolate any Excess Quantities. In doing so, to the extent practicable and commercially reasonable, PRC will endeavor to use smaller capacity Tanks before larger capacity Tanks to facilitate the segregation of such Excess Quantities from the Aron Inventory. Prior to the commencement

35

of such whole or partial month, PRC shall provide Aron with notice of the Tanks it intends to use for such purposes.

(iii)To the extent that PRC is able to store Excess Quantities in one or more Tanks so that none of the Aron Inventory is commingled in such Tanks, then PRC shall be entitled during the relevant whole or partial month, but only so long as such Excess Quantities are not commingled with Aron Inventory, to include such Excess Quantities in the borrowing base under its Revolving Credit Agreement and to permit the lenders thereunder to have a Lien on such Excess Quantities; provided that PRC shall have implemented reasonable arrangements with such lenders to specifically identify such Tanks to them for the foregoing purposes (which arrangements shall be disclosed to Aron).

(iv)To the extent that PRC is unable to store all Excess Quantities on a segregated basis as contemplated by clause (iii) above, the portion of such Excess Quantities not so segregated (the “Commingled Quantities”) may, during the relevant whole or partial month, be held on a commingled basis in Tanks that hold Aron Inventory subject to the following additional terms and conditions:

(a) PRC shall identify to Aron which Tanks holding Aron Inventory will also hold Commingled Quantities; and

(b) PRC shall, to the extent practicable and commercially reasonable, endeavor to use smaller capacity Tanks before larger capacity Tanks to hold Commingled Quantities.

6.4.5 In the event that PRC determines, in its reasonable discretion, that it does not wish to designate an Excess Inventory Level for a particular Product Group (or the applicable time for such designation pursuant to Section 6.4.1 has passed) during a whole or partial month and that the Maximum Inventory for such whole or partial month would otherwise be exceeded, then the following provisions shall apply:

(i)Prior to exceeding the Maximum Inventory for such whole or partial month, PRC may, to the extent practicable and commercially reasonable, identify those Tanks that it reasonably expects would, during such whole or partial month, hold any Excess Quantities of the relevant Product Group; and

(ii)To avoid exceeding such Maximum Inventory, PRC may designate one or more of such affected Tanks and purchase from Aron pursuant to Section 6.2 all Aron Inventory located in one or more such affected Tanks so that the Aron Inventory would not exceed the Maximum Inventory for the relevant Product Group for such whole or partial month,

36

after giving effect to such purchase, at a price equal to the product of (a) the volume of the Aron Inventory located in such Tank and (b) the Product Benchmark for the applicable Product Group, and, after such purchase, such affected Tanks shall no longer constitute Included Locations for purposes hereof unless and until PRC determines, in its reasonable discretion, that PRC can sell the Products located in such affected Tanks to Aron pursuant to Section 6.2 at the applicable prices established pursuant to Section 12.1 and as further adjusted pursuant to Section 12.5 without exceeding the applicable Maximum Inventory and PRC notifies Aron of the same, upon which notice and sale the Tanks shall thereafter again constitute Included Locations for all purposes hereof.

6.5 Purchase Price of Products. The purchase price payable by Aron for any Product sold to it under Section 6.1 and by PRC for any Product sold to it under Section 6.2 shall be such prices as are established pursuant to Section 12.1 and as further adjusted pursuant to Section 12.5.

6.6 Ancillary Costs. PRC agrees to reimburse Aron for all Ancillary Costs incurred by Aron, subject to the provisions of this Section 6.6. Aron may demand such reimbursement from time to time and payment will be due as set forth in Section 12.5.2 after delivery to PRC of the relevant Backup Certificate. All refunds or adjustments of any type received by Aron related to any Ancillary Costs shall be reflected in the Monthly True-Up Payment as provided in Section 12.5 below. Upon requesting reimbursement for Ancillary Costs, Aron will deliver to PRC an officer’s certificate certifying as to the nature and amount of the relevant Ancillary Costs, and including the relevant invoices and other reasonable supporting evidence of such Ancillary Costs satisfactory to PRC in its reasonable discretion (the “Backup Certificate”). This provision shall survive any termination of this Agreement.

7. PRODUCT SPECIFICATIONS, QUALITY & BLENDING

7.1 Specifications. The Products sold and delivered to Aron shall generally conform to the typical properties set forth for each grade of Product listed on Schedule A, as amended by the Parties by mutual written agreement from time to time.

7.2 Blending of Products at the Refinery. In its role as a “fuelmanufacturer” and a “refiner” (as such terms are defined under 40 C.F.R. Part 79 and Part 80) PRC shall be responsible for: (i) registering the Products and the Refinery with the EPA, (ii) designating all of the volumes of Products that it may produce by refining and/or blending in accordance with EPA requirements, (iii) testing and certifying Product batches in accordance with EPA requirements, (iv) compliance with all applicable EPA recordkeeping and reporting requirements, (v) properly administering the product transfer document requirements of the EPA, (vi) meeting the renewable volume obligation compliance requirements as required under the RFS2 program and (vii) any and all other “fuelmanufacturer” and “refiner” requirements set forth by the EPA under 40 C.F.R. Part 79 and Part 80. In all cases and for all Products,

37

PRC shall be solely entitled to all “renewable identification numbers” or “RINs” applicable to or associated with all Products under this Agreement.

8. TITLE, RISK OF LOSS & CUSTODY

8.1 Transfer of Title.

8.1.1 Title to Products purchased by Aron pursuant to the terms of this Agreement shall pass from PRC to Aron as the Product passes the inlet flange of the Tank (including tanks at any other Included Locations added to the scope of this Agreement after the Commencement Date pursuant to Section 5) to which such Products are being delivered. All Products shall be delivered by PRC, at PRC’s cost, to Aron into the Tanks (including tanks at any other Included Locations added to the scope of this Agreement after the Commencement Date pursuant to Section 5).

8.1.2 Title to Products purchased by PRC pursuant to the terms of this Agreement shall pass from Aron to PRC as the Products pass the outlet flange of the Tank (including tanks at any other Included Locations added to the scope of this Agreement after the Commencement Date pursuant to Section 5) from which such Products are being delivered. Provided no Event of Default has occurred and is continuing with respect to PRC, PRC shall be permitted to withdraw from the Tanks (including tanks at any other Included Locations added to the scope of this Agreement after the Commencement Date pursuant to Section 5) and take delivery of Product on any day, at any time and in any quantity. The withdrawal and receipt of any Product by PRC at the outlet flange of the Tanks (including tanks at any other Included Locations added to the scope of this Agreement after the Commencement Date pursuant to Section 5) shall be on an “ex works” basis.

8.2 Ownership. Aron shall own and have title to all of the Aron Inventory stored in the Included Locations (it being agreed and acknowledged that (i) Excess Quantities and Excluded Third-Party Inventory do not constitute Aron Inventory and (ii) upon PRC purchasing any Aron Inventory pursuant to Section 6.4.5, such quantities shall not constitute Aron Inventory unless and until the quantities in the affected Tanks are repurchased by Aron pursuant to Section 6.4.5). PRC, for itself and on behalf of its Affiliates, fully acknowledges Aron’s title to and interest in the Aron Inventory and further represents and warrants that neither it nor any of its Affiliates shall have any Lien on the Aron Inventory and waives any Lien held by it (if any) in the Aron Inventory.

8.3 Transfer of Custody. PRC shall maintain custody of all Products owned by Aron pursuant to the terms of this Agreement and shall be responsible for maintaining the insurance required of PRC pursuant to Section 15. PRC shall hold all Aron Inventory in the Included Locations solely as bailee. During the Term, neither PRC nor any

38

of its Affiliates shall (and PRC shall not permit any of its Affiliates or any other person to) use any Aron Inventory for any purpose except as may be permitted by this Agreement. Solely in its capacity as bailee, PRC shall have custody of Aron Inventory from the time such Aron Inventory passes the inlet flange of the Tanks (including tanks at the Included Locations) until such time as such Aron Inventory passes the outlet flange of the Tanks (including tanks at the Included Locations).

8.4 Refinery Operations. At all times PRC shall have and retain complete control of the Refinery and its maintenance and operations, including utilization or maintenance of Tanks.

9. STORAGE

9.1 Services. PRC hereby undertakes the following obligations with respect to the Services to be provided by PRC under this Agreement, for and in consideration of the mutual covenants and undertakings set forth in this Agreement:

9.1.1 It agrees, in accordance with the terms and conditions of this Agreement, to provide to Aron the Services at the Refinery and the Tanks.

9.1.2 It shall comply with all Applicable Laws and any applicable safety guidelines, procedures or policies in connection with operations at the Refinery and the Tanks.

9.1.3 It shall maintain the Tanks in accordance with Accepted Industry Practice.

9.2 Tanks. PRC shall make available to Aron all of PRC’s and its Affiliates’ rights to use the Tanks for the Term of this Agreement to store the Aron Inventory sold by PRC to Aron pursuant to this Agreement. Aron may only store Aron Inventory in the Tanks that has been purchased from PRC pursuant to this Agreement. Notwithstanding anything in this Agreement to the contrary, PRC, as the owner and the operator of the Tanks and the Refinery, retains the right to manage the utilization of the Tanks (including by removing from service, changing the type of Product service of, or otherwise replacing or substituting with alternate tankage, any of the Tanks listed on Schedule B), in its sole discretion and in accordance with Accepted Industry Practice; provided that such utilization management activities by PRC do not prejudice Aron’s rights to the Aron Inventory hereunder and that the use of any alternate tankage shall be covered by all of the terms and conditions of this Agreement.

9.3 No Commingling.

9.3.1 Except (i) to the extent permitted in accordance with Section 6, (ii) in the event that a Change in Law occurs whereby any Governmental Authority has the right to purchase Products in the Tanks and/or to create or hold Liens in any such Products in the Tanks, or otherwise becomes entitled

39

to exercise rights or powers substantially equivalent to the foregoing, or (iii) for Excluded Third-Party Inventory, PRC shall not store any Products owned by PRC or any of its Affiliates or a third party in any Tank without Aron’s prior written consent. Aron agrees that PRC may commingle Products only in the circumstances and subject to the terms and conditions described and referenced in this Section 9.3. Notwithstanding anything in this Agreement to the contrary, Aron acknowledges and agrees that PRC may store Excluded Third-Party Inventory in the Tanks.

9.3.2 PRC represents and warrants that, except for inchoate tax Liens and Liens permitted by the Intercreditor Agreement, there is only one third party (including such third party’s successors and assigns) that has a claim to any Excluded Third Party Inventory.

9.4 Receipts Into and Deliveries Out of the Included Locations. From and after the Commencement Date, (i) Aron shall accept and receive Products delivered by PRC to Aron into the Included Locations in connection with each sale by PRC to Aron pursuant to this Agreement and (ii) PRC shall withdraw Products from the Included Locations in connection with each sale by Aron to PRC pursuant to this Agreement.

9.5 Measurement. The quantity and quality of Products received into and delivered from the Included Locations, as well the quantity and quality of Aron Inventory in the Included Locations at any given time, shall be determined by applying the Volume Determination Procedures in accordance with the latest established API/ASTM standards, or other mutually agreed to specifications, and shall include tank heels and working inventory. All volumes shall be temperature corrected to 60° Fahrenheit in accordance with the latest supplement or amendment to the appropriate ASTM-IP Petroleum Measurement Tables. PRC shall calibrate the Tanks as needed and verify the accuracy of the sampling and measurement equipment at the Refinery pursuant to applicable standards set by the API/ASTM, including the latest revisions thereto.

9.6 Aron Inventory. PRC shall be liable for contamination of the Aron Inventory, unless such contamination is due to Aron’s or its representative’s negligence or willful misconduct. As to contamination to the Aron Inventory for which PRC is liable pursuant to this Section 9.6, PRC shall promptly notify Aron of such contamination and the Parties shall account for any differences in the grade of the contaminated or downgraded Aron Inventory (including to the extent any such material no longer continues to meet the specifications for any Product for purposes hereof) pursuant to the volume determination, invoicing and payment procedures set forth in Sections 6.3, 12.1 and 12.5.

9.7 Condition and Maintenance of Tanks.

9.7.1 The execution of this Agreement by the Parties does not impose any obligation or responsibility on Aron in connection with: (i) any existing

40

or future environmental condition at the Refinery, the Tanks and/or any related facilities (collectively, the “Facility”), including the presence of a regulated or hazardous substance on or in environment media at the Facility (including the presence in surface water, groundwater, soils or subsurface strata or air), including the subsequent migration of any such substance; (ii) any Environmental Law; (iii) the Required Permits; or (iv) any requirements arising under or relating to any Applicable Law pertaining or relating to the operation of the Facility, except to the extent of any Liabilities that are caused by the negligence or misconduct of Aron or its Representatives or are otherwise within the scope of Aron’s indemnification obligations under Sections 19.2 or 21.2, inclusive of when any Representatives of Aron are present at the Facility and cause a release or other event.

9.7.2 Products may require the application of heat or steam by PRC to maintain the same in a liquid free-flowing or pumpable state; PRC agrees to provide such required heat at PRC’s expense. Recalibration, or strapping, of the Tanks may be performed from time to time in accordance with the terms of this Agreement. In the event that recalibration of meters, gauges or other measurement equipment is reasonably requested by Aron consistent with Accepted Industry Practice such as “strapping,” the Parties shall select a mutually agreeable U.S. Customs & Border Protection bonded, ISO-accredited independent petroleum inspection company to conduct such recalibration and Aron shall bear all costs associated therewith.

9.7.3 PRC may clean the Tanks during the Term of this Agreement for the following reasons: to perform maintenance, to perform inspections, in case of an emergency, to ensure product quality or as PRC otherwise deems appropriate in accordance with Accepted Industry Practice. In the event of Tank cleaning pursuant to this Section 9.7.3, PRC shall be responsible for the full cost of removing the Aron Inventory, cleaning the Tanks and disposing of any contaminants. PRC may identify substitute tank(s) for Aron during such time that a Tank is unavailable due to Tank cleaning pursuant to this Section 9.7 and the Parties shall cooperate with respect to the use of the same in a commercially reasonable manner. The transfer of the Aron Inventory from the unavailable Tank to the substitute tank, as well as any transfer from the substitute tank back to the original Tank or another tank, shall be at PRC’s sole expense. Any such substitute tank(s) will be covered by the terms and conditions of this Agreement. PRC shall, as provided in Section 6.3, notify Aron of all events and/or actions covered by or taken pursuant to this Section 9.7.3.

9.8 Certain Covenants Relating to Storage.

9.8.1 PRC agrees:

41

(i)that no loss allowances shall be applied to Aron Inventory held in the Tanks; and

(ii)that, in the event of any Product spill, leak or discharge or any other environmental pollution caused by or in connection with the use of any Tanks, PRC shall promptly commence containment or clean-up operations as required by any Governmental Authorities or Applicable Law or as PRC deems appropriate or necessary and shall notify or arrange to notify Aron promptly of any such material spill, leak or discharge and of any such operations.

9.8.2 Each Party agrees that it shall, in the performance of its obligations under this Agreement, comply in all material respects with Applicable Law, including all Environmental Laws. Each Party shall maintain the records required to be maintained by Environmental Law and shall make such records available to the other Parties upon their reasonable request. Each Party also shall promptly notify the other Parties of any material violation or alleged material violation of any Environmental Law relating to any Products stored under this Agreement and, upon request, shall provide to the other Parties all evidence of environmental inspections or audits by any Governmental Authority with respect to such Products.

9.9 Included Location Review and Vetting.

9.9.1 Subject to Section 9.9.2 below, if at any time Aron determines that any Tanks or other facilities constituting an Included Location (in each case, “Identified Facilities”) fail to satisfy Aron’s then applicable policies and procedures relating to the prudent maintenance and operation of storage tanks and pipeline facilities (“Aron’s Policies and Procedures”), and without limiting any other rights and remedies available to Aron hereunder or under any other Transaction Document, Aron may (after giving effect to Section 9.9.2) provide PRC notice of such failure so long as such failure is continuing and, if Aron provides such notice and such failure has not been cured or a cure has not been commenced to Aron’s reasonable satisfaction within 30 days after such notice is given, the following provisions shall be applicable: (i) in the case of any Identified Facilities that are owned by PRC, upon such date as Aron shall specify, such Identified Facilities shall cease to constitute an Included Location (or part of an Included Location) for purposes hereof and any payment to Aron in respect of any Products held in such Identified Facilities shall become due in accordance with the provisions of Section 12 hereof; and (ii) in the case of any Identified Facilities that are subject to a Required Storage Arrangement, the Parties shall endeavor as promptly as reasonably practicable and in good faith to execute such rights, provide such notices, negotiate such reassignments or terminations and/or take

42

such further actions as Aron deems necessary or appropriate to terminate Aron’s status as the party entitled to use and/or hold Products at such Identified Facilities without impairing PRC’s ability to utilize such Identified Facilities and, concurrently with effecting the termination of such status, such Identified Facilities shall cease to constitute an Included Location (or part of an Included Location) for purposes hereof and any payment to Aron in respect of any Products held in such Identified Facilities shall become due in accordance with the provisions of Section 12 hereof.

9.9.2 Aron’s rights under Section 9.9.1 above are subject to the following additional terms and conditions:

(i)Aron shall apply Aron’s Policies and Procedures with respect to the Included Locations in a non-discriminatory manner as compared with other similar storage tanks and pipeline facilities utilized by Aron in a similar manner;

(ii)If the failure of any Identified Facilities to satisfy Aron’s Policies and Procedures is a result of Aron’s Policies and Procedures exceeding the standards or requirements imposed under Applicable Law or good and prudent industry practice, then (1) Aron shall not require the removal of such Identified Facilities as Included Locations until the 120^th day after giving PRC notice of such failure, (2) during such 120 day period, Aron shall consult with PRC in good faith to determine whether based on further information provided by PRC such Identified Facilities comply with Aron’s Policies and Procedures and/or whether additional actions or procedures can be taken or implemented so that, as a result, such Identified Facilities would comply with Aron’s Policies and Procedures, and (3) if it is determined that such Identified Facilities do comply with Aron’s Policies and Procedures or, as a result of such additional actions or procedures, such Identified Facilities become so compliant within such 120 day period, then such Identified Facilities shall not cease to be Included Locations based on the noncompliance stated in Aron’s notice to PRC;

(iii)If within the 120 day period referred to in clause (ii)(2) above, PRC has identified and diligently commenced the implementation of additional actions or procedures that are intended to result in such Identified Facilities becoming compliant with Aron’s Policies and Procedures, but such implementation cannot through commercially reasonable efforts be completed within such 120 day period, then so long as PRC continues to diligently and in a commercially reasonable manner pursue the implementation of such additional actions and procedures, Aron will extend such 120 day period up for up to an additional 60 days

43

to allow for such implementation to be completed and if such implementation is completed within such additional 60 day period, then such Identified Facilities shall not cease to be Included Locations based on the noncompliance stated in Aron’s notice to PRC; and;

(iv)If any Identified Facilities cease to be Included Locations pursuant to Section 9.9.1 above and thereafter Aron determines, in its reasonable good faith judgment, that such Identified Facilities have become compliant with Aron’s Policies and Procedures, then Aron shall promptly cooperate with PRC to reestablish such Identified Facilities as Included Locations hereunder.

10. CERTAIN REPRESENTATIONS

10.1 The Parties intend that:

10.1.1 each purchase and sale of Product between them, whether or not further documented, shall constitute a “forward contract” under section 101(25) and a “commodity forward agreement” as such term is used in clause (A)(i)(VIII) of the definition of “swap agreement” under section 101(53B) of the Bankruptcy Code, protected by, inter alia, section 556 and section 560 of the Bankruptcy Code, and that it will be treated as such under and in all proceedings related to any bankruptcy, insolvency or similar law (regardless of the jurisdiction of application or competence of such law) or any regulation, ruling, order, directive or pronouncement made pursuant thereto;

10.1.2 as a result of the foregoing, (i) the Performing Party’s right to liquidate, collect, net and set off rights and obligations under this Agreement and liquidate and terminate this Agreement shall not be stayed, avoided or otherwise limited by the Bankruptcy Code, including sections 362(a), 547, 548 or 553 thereof; (ii) the Performing Party shall be entitled to the rights, remedies and protections afforded by and under, among other sections, sections 362(b)(6), 362(b)(17), 362(b)(27), 362(o), 546(e), 546(g), 546(j), 548(d), 553, 556, 560, 561 and 562 of the Bankruptcy Code; and (iii) any cash, securities or other property provided as performance assurance, credit support or collateral with respect to the transactions contemplated hereby shall constitute “margin payments” as defined in section 101(38) of the Bankruptcy Code and all payments for, under or in connection with the transactions contemplated hereby shall constitute “settlement payments” as defined in section 101(51A) of the Bankruptcy Code; and

10.1.3 this Agreement and each transaction between the Parties hereunder constitutes a “master netting agreement” under section 101(38A) of the

44

Bankruptcy Code; and that the rights in Section 18 hereto include the rights referred to in section 561(a) of the Bankruptcy Code.

10.2 Single Agreement. This Agreement and all transactions hereunder form a single integrated agreement between the Parties.

11. WARRANTIES

11.1 Warranties of Title.

11.1.1 PRC warrants that on the Commencement Date it shall transfer, or cause to be transferred, to Aron good and marketable title to the Initial Inventory free and clear of any Liens (other than inchoate tax Liens and/or as contemplated in the Intercreditor Agreement), and that it has full right and authority to transfer such title and effect delivery of such Initial Inventory to Aron.

11.1.2 Each Party represents and warrants to the other Party that, as of each date of delivery of Products sold hereunder to the other Party, it has good and marketable title to the Products sold and delivered pursuant to this Agreement, free and clear of any Liens (other than inchoate tax Liens) or as contemplated in the Intercreditor Agreement, and that it has full right and authority to transfer such title and effect delivery of such Products.

11.2 Disclaimer of Warranties. EXCEPT FOR THE WARRANTY OF TITLE, THE PARTY SELLING PRODUCT HEREUNDER MAKES NO WARRANTY, CONDITION OR OTHER REPRESENTATION, WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS OR SUITABILITY OF THE PRODUCT FOR ANY PARTICULAR PURPOSE OR OTHERWISE.

12. PRICING & PAYMENT

12.1 Interim Payment and Netting.

12.1.1 For each Production Week, Aron shall provide PRC with a net settlement statement setting forth:

(i)the “Weekly Net Volume” and (ii) the “Weekly Product Value,” which may be a positive or negative number.

As used herein, “Weekly Net Volume” shall be calculated as follows:

(1) Using the Daily Report of Inventory Volumes provided by PRC, Aron will calculate the “Daily Net Volume” for all Aron Inventory at the Included Locations as follows: the Inventory

45

Volumes for the prior reported day minus the Inventory Volumes for such day. The “Weekly Net Volume” shall be equal to the sum of the Daily Net Volumes by Product Group for each day in the Production Week.

(2) For each Product Group, the “Weekly Product Value” shall be an amount equal to (a) the Weekly Net Volume for such Product Group multiplied by (b) the applicable Weekly Product Benchmark for such Product Group.

(ii)the aggregate of the Weekly Product Values for all Product Groups (the “Total Weekly Product Value”); provided that if the Total Weekly Product Value is a positive number it shall represent an amount due from PRC to Aron and if the Total Weekly Product Value is a negative number, the absolute value thereof shall represent an amount due from Aron to PRC.

12.1.2 On or before 2:00 p.m. EPT on each applicable “Invoice Date” set forth on Schedule I, Aron shall provide PRC with a statement setting forth:

(ix)the Total Weekly Product Value, together with a reasonably detailed summary of the calculations made by Aron pursuant to Section 12.1.1 to determine such amount;

(x)any outstanding interest that accrues pursuant to Section 12.4; and

(xi)any other amounts due and payable as of such day, or outstanding amounts payable prior to such day, under this Agreement (the aggregate net amount payable, without duplication, the “Interim Net Payment Amount”).

If the Interim Net Payment Amount is positive, it shall be due from PRC to Aron and if the Interim Net Payment Amount is negative, the absolute value thereof shall be due from Aron to PRC.

12.1.3 The Party owing the Interim Net Payment Amount shall pay such amount to the other Party on or prior to the applicable “Payment Date” set forth on Schedule I, subject to Section 12.3; provided, however, that if such payment is due from PRC to Aron and Aron failed to deliver the statement required pursuant to Section 12.1.2 by 2:00 p.m. EPT on the applicable “Invoice Date” set forth on Schedule I, then such Interim Net Payment Amount shall not be due and payable until the next Business Day following the applicable “Payment Date” set forth on Schedule I.

46

12.2 Payments. Unless otherwise set forth herein, all payments to be made under this Agreement shall be made by wire transfer of same day funds in U.S. Dollars to such bank account at such bank as the payee shall designate in writing to the payor from time to time. All payments shall be deemed received on the Business Day on which same day funds therefor are received by the payee. Payments received after any applicable time set forth in this Agreement on any Business Day or on a day that is not a Business Day shall be deemed to have been received on the following Business Day. Except as otherwise expressly provided in this Agreement, all payments by PRC or Aron shall be made in full without discount, offset, withholding, counterclaim or deduction whatsoever for any claims which one Party may now have or hereafter acquire against the other Party, whether pursuant to the terms of this Agreement or otherwise, except as expressly provided herein.

12.3 Disputed Invoices. If an invoiced Party in good faith disputes the accuracy of the amount invoiced, the invoiced Party shall pay such amount as it in good faith believes to be correct and provide written notice stating the reasons why the remaining disputed amount is incorrect, along with supporting documentation. In the event the Parties are unable to resolve such dispute, the matter shall be resolved in accordance with Section 22.

12.4 Interest on Late Payments. Interest shall accrue on late payments under this Agreement at the lesser of (i) LIBOR plus the sum of 2.00% and the Applicable Margin and (ii) the maximum rate of interest per annum permitted by Applicable Law, from and including the date that payment is due until but excluding the date that payment is actually received by the Party to whom it is payable.

12.5 Monthly True-Up Payment. Aron shall use commercially reasonable efforts to provide to PRC, on the applicable “True Up Date” set forth on Schedule I, the Monthly True-Up Statement, showing the net true up amount due from one Party to the other Party (the “Monthly True-Up Payment”), and including the following amounts (without duplication):

12.5.1 the Aggregate Monthly Product True-Up Amount; plus

12.5.2 the Ancillary Costs for such month not otherwise paid or satisfied hereunder pursuant to Section 6.6, and as evidenced in the relevant Backup Certificate; and plus or minus, as applicable,

12.5.3 any other adjustments to amounts payable by one Party to the other Party pursuant to this Agreement.

12.6 Monthly True-Up Invoicing and Payment. If the amount of the Monthly True-Up Payment is a positive number, such amount shall be due from PRC to Aron, and if the amount of the Monthly True-Up Payment is a negative number, then the absolute value thereof shall be due from Aron to PRC. The Party owing the Monthly True-Up Payment shall pay such amount as shown on the Monthly True-Up Statement to

47

the other Party on or prior to 5:00 p.m. EPT on the second Business Day following Aron’s delivery to PRC of the Monthly True-Up Statement and all related supporting documentation, subject to Section 12.3.

13. FINANCIAL INFORMATION; NOTIFICATIONS; CREDIT SUPPORT

13.1 Provision of Financial Information. PRC shall provide Aron, and Aron shall provide to PRC, (i) within 120 days following the end of each of its fiscal years, (a) a copy of the annual report, containing audited consolidated financial statements of PBFH or Aron, as applicable, and its consolidated subsidiaries for such fiscal year certified by independent certified public accountants and (b) the balance sheet, statement of income and statement of cash flow of PBFH or Aron, as applicable, for such fiscal year, as reviewed by PBFH’s or Aron’s, as applicable, independent certified public accountants, and (ii) within 90 days after the end of its first three fiscal quarters of each fiscal year, a copy of the quarterly report, containing unaudited consolidated financial statements of PBFH or Aron, as applicable, and its consolidated subsidiaries for such fiscal quarter; provided that so long as PBF or The Goldman Sachs Group, Inc., as applicable, is required to make public filings of its quarterly (on form 10-Q) and annual (on form 10-K) financial results pursuant to the Exchange Act, such filings are available on the SEC’s EDGAR database and such filings are made in a timely manner, then PRC or Aron, as applicable, will not be required to provide such annual or quarterly financial reports to the other Party.

13.2 Additional Information. Upon reasonable notice, PRC shall provide to Aron, and Aron shall provide to PRC, such additional information as Aron or PRC, as applicable, may reasonably request to enable it to ascertain the current financial condition of PRC or Aron, as applicable.

13.3 Notifications. Each Party shall notify the other Party in writing within two Business Days of learning of any of the following events:

13.3.1 any Event of Default or Additional Termination Event, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;

13.3.2 any event that is reasonably expected to be a Material Adverse Change with respect to such party;

13.3.3 it or its Guarantor consolidates or amalgamates with, merges with or into, or transfers all or substantially all of its assets to another person; and

13.3.4 in the case of PRC,

(i)its binding agreement to sell, lease, sublease, transfer or otherwise dispose of, or grant any person (including an Affiliate) an option to

48

acquire, in one transaction or a series of related transactions, all or substantially all of the Refinery assets;

(ii)any labor disturbances at the Refinery that are reasonably likely to adversely and materially impact the use of the Tanks;

(iii)notice of any (i) material “Default” and/or (ii) “Event of Default” under the Revolving Credit Agreement (each as defined therein); or

(iv)a final judicial or administrative judgment against it that individually or in the aggregate is in excess of $75,000,000.

13.4 Credit Support Guaranties.

13.4.1 As security for the prompt payment and performance in full when due of Aron’s obligations under this Agreement, Aron shall cause its Guarantor to (i) deliver to PRC prior to the Commencement Date its Guaranty in form and substance reasonably acceptable to PRC and (ii) maintain such Guaranty in effect for the Term hereof.

13.4.2 As security for the prompt payment and performance in full when due of PRC’s obligations under this Agreement, PRC shall cause its Guarantor to (i) deliver to Aron prior to the Commencement Date its Guaranty in form and substance reasonably acceptable to Aron and (ii) maintain such Guaranty in effect for the Term hereof.

13.5 Back-up Security Interest. The Parties intend that the transactions contemplated by this Agreement constitute purchase and sale transactions. If, notwithstanding the intent of the Parties, such transactions are deemed to constitute loans, then PRC shall be deemed to have pledged and granted to Aron, a first priority lien and security interest in all quantities of Product intended to constitute Aron Inventory hereunder and all proceeds thereof as security for the performance of all of PRC’s obligations and liabilities hereunder, and any UCC filings by Aron with respect to such quantities of Product shall serve to perfect such pledge and security interest. However, the filing of any UCC financing statements made pursuant to this Agreement shall in no way be construed as being contrary to the intent of the Parties that the transactions contemplated by this Agreement be treated as purchase and sale transactions.

13.6 Adequate Assurances.

13.6.1 Aron may, in its reasonable discretion and upon written notice to PRC, require that PBFH provide it with satisfactory security for or adequate assurance of its or its Guarantor’s performance within a specified time period as appropriate (but not less than two Business Days from delivery of such notice), when a Material Adverse Change has occurred as with respect to PRC or its Guarantor.

49

13.6.2 PRC may, in its reasonable discretion and upon notice to Aron, require that Aron provide it with satisfactory security for or adequate assurance of its or its Guarantor’s performance within a specified time period as appropriate (but not less than two Business Days from delivery of such notice), when a Material Adverse Change has occurred as with respect to Aron or its Guarantor.

13.6.3 PRC or Aron, as applicable, shall provide performance assurance to PRC or Aron, as applicable, on or prior to the second Business Day following written demand therefor in the form of Acceptable Credit Support. The performance assurance provided by PRC or Aron, as applicable, shall be for a reasonable duration and in an amount reasonably sufficient to cover a value up to PRC’s or Aron’s, as applicable, good faith estimated financial exposure under this Agreement. If performance assurance is provided in the form of a letter of credit, such letter of credit shall be issued by an Acceptable Letter of Credit Issuer and shall be in a form reasonably acceptable to PRC or Aron, as applicable, in the exercise of its good faith, reasonable discretion. All bank charges relating to any letter of credit and any fees, commissions, costs and expenses incurred with respect to furnishing security are for the account of PRC or Aron, as applicable.

13.7 Further Assurances. Each Party agrees, at any time and from time to time upon the request of the other Party, to execute, deliver and acknowledge, or cause to be executed, delivered and acknowledged, such further documents and instruments and to do such other acts and things as such Party may reasonably request in order to fully effect the purposes of this Agreement. Between the Effective Date and the Commencement Date, if the Parties determine in good faith that any Schedule hereto contains an error or requires further revision or clarification, the Parties shall cooperate in good faith to revise the content of such Schedule(s) to address such matter and, on the Commencement Date, will execute such amendment or other instrument as each Party deems reasonably necessary to cause each such revised Schedule to be incorporated as an attachment to this Agreement as contemplated by the terms hereof.

14. TAXES

14.1 Taxes.

14.1.1 Each Party represents that it is registered, and covenants that it will continue to be so registered, with the Internal Revenue Service and the New Jersey Division of Taxation to engage in tax-free transactions with respect to Products. Prior to the date of delivery of Products hereunder each Party shall provide to the other Party proper notification, exemption, motor fuel licenses or resale certificates or direct pay permits as may be required or permitted by Applicable Law. If a Party does not furnish such

50

certificates and licenses to the other Party or if the transaction is subject to Tax under Applicable Law because no exemption exists, the applicable Party shall reimburse and indemnify the other Party for all Taxes that the other Party remits to a Governmental Authority or that are incurred by that Party, together with all penalties and interest thereon. PRC further agrees to provide Aron with a copy of its New Jersey Spill Compensation and Control Secondary Transfer Certificate upon Aron’s request.

14.1.2 In connection with the termination of this Agreement, Aron agrees that it will, in a timely manner, notify PRC as to whether or not PRC is to make a filing of New Jersey Form C 9600, Notification of Sale, Transfer, or Assignment in Bulk, or any other forms or notices related to bulk sales taxes in New Jersey pursuant to New Jersey Statutes Annotated Sections 54:32B-22 or 54:50-38 or any other New Jersey statute, regulation, or law, and PRC agrees to comply with such notification; provided that if Aron does not give any such notification to PRC, Aron shall be deemed to have notified PRC to not make such filing. In the event Aron notifies (or is deemed to have notified) PRC to not make such filing, or fails to give PRC timely notification, Aron covenants and agrees that it will indemnify PRC for any New Jersey taxes, interest, penalties or any other Liabilities resulting from PRC not filing such forms or notices.

14.2 Notwithstanding the foregoing, the Parties agree that PRC shall indemnify Aron for the amount of the New Jersey Spill Compensation and Control tax and all penalties or interest thereon paid, owing, asserted against or incurred by Aron directly or indirectly with respect to the Products purchased and sold hereunder (provided that the indemnity obligations in this Section 14.2 shall not apply to the extent Aron incurs any such tax, penalties or interest due to its failure to make any necessary filings with the appropriate authorities and/or maintain adequate documentation to establish Aron’s exemption from the same).

14.3 Each Party acknowledges and agrees that it will be solely responsible for any Excluded Taxes owed by it or any similar taxes such as gross earnings, gross receipts or similar taxes that are based upon gross receipts, gross earnings or gross revenues. Each Party hereby irrevocably waives and releases the other Party from, and agrees not to assert any reimbursement or other indemnification claims against the other party with respect to, any Liabilities (including pursuant to Section 19) with respect to the imposition or incurrence of any Excluded Taxes (including any such gross receipt taxes).

14.4 Any other provision of this Agreement to the contrary notwithstanding, this Section 14 shall survive until 90 days after the expiration of the statute of limitations for the assessment, collection and levy of any Tax.

15. INSURANCE

51

15.1 Insurance Required to be provided by PRC. PRC, directly or through an Affiliate, shall procure and maintain in full force and effect throughout the Term insurance coverage of the following types and amounts and with insurance companies rated not less than A- by A.M. Best, or otherwise reasonably acceptable to Aron, in respect of PRC’s receipt, handling and storage of Aron Inventory under this Agreement:

15.1.1 property damage coverage on an “all risk” basis without flood, earthquake, windstorm, tsunami and terrorism exclusions in an amount sufficient to cover the market value or potential full replacement cost of all of the Aron Inventory. Such insurance shall be endorsed to include Aron as loss payee with respect to the Aron Inventory. Notwithstanding anything to the contrary herein, Aron may, at its option and expense, endeavor to procure and provide such property damage coverage for the Products; provided that to the extent any such insurance is duplicative with insurance procured by PRC, the insurance procured by PRC shall in all cases represent, and be written to be, the primary coverage;

15.1.2 commercial general liability coverage which includes bodily injury, broad form property damage and contractual liability, cross suit liability, products and completed operations liability, and sudden and accidental pollution liability coverage in a minimum amount of $5,000,000 per occurrence and $5,000,000 in the aggregate;;

15.1.3 (i) workers compensation in the amount required by Applicable Law, and (ii) employer’s liability with a minimum amount of $1,000,000 per accident, $1,000,000 per disease, and $1,000,000 aggregate;

15.1.4 automobile liability coverage in a minimum amount of $1,000,000;

15.1.5 umbrella/excess liability coverage providing coverage on a follow-form basis with respect the coverage required under Sections 15.1.2, 15.1.3(ii) and 15.1.4 in a minimum amount of $300,000,000 per occurrence and in the aggregate; and

15.1.6 pollution legal liability coverage in a minimum amount of $100,000,000 per occurrence and in the aggregate.

15.2 Additional Insurance Requirements.

15.2.1 The foregoing policies in Section 15.1 shall include or provide that the underwriters waive all rights of subrogation against Aron and the insurance is primary without contribution from Aron’s insurance. The foregoing policies with the exception of those listed in Sections 15.1.1 and 15.1.3(i) shall include Aron, its subsidiaries, and affiliates and their respective directors, officers, employees and agents as additional insured.

52

The foregoing policy in Section 15.1.1 shall include Aron as loss payee with respect the Aron inventory.

15.2.2 PRC shall cause its insurance carriers to furnish insurance certificates to Aron, in a form reasonably satisfactory to Aron, evidencing the existence of the coverages required pursuant to Section 15.1. The certificate shall specify that the insurer will provide 30 days’ written notice prior to cancelation of insurance becoming effective. Upon Aron’s request, PRC shall provide renewal certificates within 30 days of the expiration of the previous policy under which coverage is maintained.

15.2.3 The mere purchase and existence of insurance does not reduce or release either Party from any liability incurred or assumed under this Agreement.

15.2.4 PRC shall comply with all notice and reporting requirements in the foregoing policies and timely pay all premiums.

15.2.5 PRC shall be responsible for any deductibles or retentions that are applicable to the insurance required pursuant to Section 15.1.

16. FORCE MAJEURE

16.1 Neither Party shall be liable to the other Party if it is rendered unable by a Force Majeure Event to perform in whole or in part any obligation or condition of this Agreement for so long as the Force Majeure Event exists and to the extent that performance is hindered by the Force Majeure Event; provided, however, that the Party unable to perform shall use all commercially reasonable efforts to avoid or remove the Force Majeure Event. During the period that performance by the affected Party of a part or whole of its obligations has been suspended by reason of a Force Majeure Event, the other Party likewise may suspend the performance of all or a part of its obligations to the extent that such suspension is commercially reasonable, other than any payment or indemnification obligations that arose prior to the Force Majeure Event.

16.2 To the extent reasonably practicable, the affected Party rendered unable to perform shall give written notice to the other Party within 24 hours after receiving notice of the occurrence of a Force Majeure Event, including, to the extent feasible, the details and the expected duration of the Force Majeure Event and the volume of Product affected. Such Party also shall promptly notify the other when the Force Majeure Event has terminated.

17. REPRESENTATIONS, WARRANTIES & COVENANTS

17.1 Mutual Representations and Warranties. Each Party represents and warrants to the other Party as of the Effective Date, and shall be deemed to represent and warrant as of the date of any purchase of Product hereunder, that:

53

17.1.1 it is (i) an “eligible contract participant” as defined in the U.S. Commodity Exchange Act, as amended, and (ii) a “forward contract merchant” under section 101(26) and a “master netting agreement participant” under section 101(38B), for purposes of the Bankruptcy Code;

17.1.2 it is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing, has the power to execute and deliver this Agreement and any other related documentation that it is required by this Agreement to deliver and to perform its obligations under this Agreement, and has taken all necessary action to authorize such execution, delivery and performance;

17.1.3 such execution, delivery and performance do not violate or conflict with, in any material respect, any Applicable Law, any provision of its constitutional documents or any order or judgment of any court or Governmental Authority;

17.1.4 all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to this Agreement have been obtained or submitted and are in full force and effect;

17.1.5 its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law);

17.1.6 no Termination Event has occurred and is continuing, and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement;

17.1.7 there is not pending, nor to its knowledge threatened against it, any action, suit or proceeding at law or in equity or before any court, tribunal, Governmental Authority, official or arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or its ability to perform its obligations under this Agreement;

17.1.8 it has entered into the Transaction Documents and will enter into any transaction thereunder as principal (and not as advisor, agent, broker or in any other capacity, fiduciary or otherwise) and with a full understanding of the material terms and risks of the same, and has made its own independent decision to enter into the Transaction Documents

54

and any transaction and as to whether the Transaction Documents and any transaction are appropriate or suitable for it based upon its own judgment and upon advice from such advisers as it has deemed necessary and not in reliance upon any view expressed by any other Party;

17.1.9 it is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice) the Transaction Documents and any transaction, understands and accepts the terms, conditions and risks of the Transaction Documents and any transaction and is capable of assuming and assumes the risks of the Transaction Documents and any transactions contemplated thereunder;

17.1.10 it is not bound by any agreement that would preclude or hinder its execution, delivery or performance of any of the Transaction Documents;

17.1.11 neither it nor any of its Affiliates has been contacted by or negotiated with any finder, broker or other intermediary in connection with the sale of Product hereunder who is entitled to any compensation with respect thereto; and

17.1.12 none of its directors, officers, employees or agents or those of its Affiliates has received or will receive any commission, fee, rebate, gift or entertainment of significant value in connection with any of the Transaction Documents.

17.2 Mutual Covenants.

17.2.1 Compliance with Applicable Laws. Each Party undertakes and covenants to the other Party that it shall comply in all material respects with all Applicable Laws, including all Environmental Laws, to which it may be subject in connection with the performance of any obligation or exercise of any rights under any of the Transaction Documents or in connection with any transaction contemplated by or undertaken pursuant to this Agreement.

17.2.2 Books and Records. All records or documents provided by any Party to the other Party shall, to the best knowledge of such Party, accurately and completely reflect the facts or estimates about the activities and transactions to which they relate. Each Party shall promptly notify the other Party if at any time such Party has reason to believe that any records or documents previously provided to the other Party no longer are materially accurate or complete.

17.2.3 Payments. All payments made under this Agreement shall be made in U.S. Dollars, the lawful currency of the United States.

55

17.3 PRC’s Representations and Covenants.

17.3.1 PRC represents and warrants that the Tanks have been maintained, repaired, inspected and serviced in accordance with Accepted Industry Practice and are generally in serviceable condition (normal wear and tear excepted) in all material respects.

17.3.2 PRC agrees that neither it nor any of its subsidiaries shall have any interest in or the right to dispose of, and shall not create or consent to the creation of any Liens with respect to, the Aron Inventory (it being acknowledged that (i) Excess Quantities and Excluded Third-Party Inventory do not constitute Aron Inventory and (ii) upon PRC purchasing any Aron Inventory pursuant to Section 6.4.5, such quantities shall not constitute Aron Inventory unless and until repurchased by Aron pursuant to Section 6.4.5). PRC authorizes Aron to file at any time and from time to time any UCC financing statements identifying the Aron Inventory subject to this Agreement and Aron’s ownership thereof and title thereto, and PRC shall execute and deliver to Aron, and PRC hereby authorizes Aron to file (with or without PRC’s signature), at any time and from time to time, all amendments to financing statements, assignments, continuation financing statements, termination statements and other documents and instruments, in form reasonably satisfactory to each of Aron and PRC, as Aron may reasonably request, to provide public notice of Aron’s ownership of and title to the quantities of the Aron Inventory subject to this Agreement and the Intercreditor Agreement.

17.3.3 PRC agrees that, other than in connection with a refinancing of the 8.25% notes due 2020 issued by PBFH and certain affiliates or the issuance of notes to effectively replace the 8.25% notes due 2020, it will not incur, create, assume or guaranty any Specified Indebtedness if, in connection with such incurrence, creation, assumption or guaranty or proposed incurrence, creation, assumption or guaranty of Specified Indebtedness, the ratings assigned to the 8.25% notes due 2020 issued by PBFH and certain Affiliates thereof, or any applicable refinancing of such notes, are (or would be) lower than B2 (or its then-current equivalent) by Moody’s Investors Service, Inc. (or any successor rating agency thereto) and B (or its then-current equivalent) by Standard & Poor’s Ratings Service (or any successor rating agency thereto), as rated by both such rating agencies.

For the purposes of the foregoing, “Specified Indebtedness” means: the (i) obligations described in clauses (a), (b) and (f) (but only with respect to such clause (f) for obligations of third parties that are not Affiliates of PRC and are secured as described in such clause (f)), in each case as set forth in the such clauses in the definition of “Indebtedness” in the

56

Revolving Credit Agreement; and (ii) reimbursement obligations in respect of letters of credit, letters of guaranty, bankers’ acceptable and similar instruments; provided, however, that Specified Indebtedness shall not include in any event any reimbursement obligations relating to letters of credit (w) used in the ordinary course in connection with the purchase or financing of hydrocarbon assets (including feedstocks) or the transportation thereof, (x) used in connection with any hedging obligations (including commodities, currency and/or interest rate hedges) incurred in the ordinary course of business, (y) used in connection with self-insurance obligations, insurance premiums, workers’ compensation, unemployment insurance, performance of surety bonds, bankers’ acceptances, or the satisfaction of applicable legal or regulatory requirements (including in respect of environmental and other regulatory obligations, to secure the performance of tenders, statutory obligations, surety, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, or to secure liability for premiums to insurance brokers, carriers or insurance companies or (z) additional obligations incurred in the ordinary course of business in an amount not to exceed $100,000,000 of face value of any such reimbursement obligations at any time outstanding.

17.4 Acknowledgement. PRC and Aron each acknowledge and agree that (1) each is a merchant of crude oil and petroleum products and may, from time to time, be dealing with prospective counterparties, or pursuing trading or hedging strategies, in connection with aspects of their respective business that are unrelated hereto and that such dealings and such trading or hedging strategies may be different from or opposite to those being pursued pursuant to or in connection with this Agreement, (2) neither PRC nor Aron has any fiduciary or trust obligations of any nature with respect to the other Party, or any of such Party’ Affiliates, (3) PRC and Aron may enter into transactions and purchase crude oil or petroleum products for their own account or the account of others at prices more favorable than those being paid by or to the other Party hereunder and (4) nothing herein shall be construed to prevent PRC or Aron, as applicable, or any of their partners, officers, employees or Affiliates, in any way, from purchasing, selling or otherwise trading in crude oil, petroleum products or any other commodity for their own account or for the account of others, whether prior to, simultaneously with or subsequent to any transactions under this Agreement (such matters and activities conducted or engaged in by each Party as described in the foregoing clauses (1), (3) and (4), and including in any event any hedging activities on any Products and other hydrocarbon assets unrelated to the transactions set forth in this Agreement or the other Transaction Documents, together with any and all other business and activities conducted or engaged in by such Party that are unrelated to this Agreement, the other Transaction Documents, the Related Agreement and/or any Specified Transactions, being its respective “Outside Activities”).

57

17.5 Outside Activities. Each of PRC and Aron acknowledge and agree that (a) all of its respective Outside Activities are conducted at its sole discretion and solely for its own account, (b) as a consequence, each shall solely be responsible to retain and pay, discharge and perform as and when due all Liabilities with respect to its own respective Outside Activities and (c) to the fullest extent permitted by Applicable Law, it shall defend, indemnify and hold harmless the other Party and its Affiliates from and against any Liabilities incurred by such other Party or its Affiliates as a result of or related to such first Party’s respective Outside Activities.

18. TERMINATION EVENTS, DEFAULT & EARLY TERMINATION

18.1 Events of Default. Notwithstanding any other provision of this Agreement, the occurrence and continuance of any of the following events or circumstances shall constitute an “Event of Default”:

18.1.1 A Party fails to make a payment when due and payable under this Agreement within two Business Days following receipt of a written demand for payment by the other Party.

18.1.2 A Party (or, if applicable, any Affiliate of such Party that is party to a Transaction Document) breaches any representation or warranty made or repeated, or deemed to have been made or repeated, by the Party in any material respect, or any representation or warranty proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated under this Agreement or any Transaction Document; provided, however, that if such breach is curable, such breach is not cured to the reasonable satisfaction of the other Party within ten Business Days from the date that such Party receives written notice that corrective action is needed.

18.1.3 Other than a default more specifically described in this Section 18.1, a Party (or, if applicable, any Affiliate of such Party that is party to a Transaction Document) fails to perform any material obligation or breaches a material covenant required under this Agreement or any Transaction Document, which, if capable of cure, is not cured to the reasonable satisfaction of the other Party (acting in good faith and in a commercially reasonable manner) within ten Business Days from the date that such Party receives written notice that corrective action is needed.

18.1.4 A Party or such Party’s Guarantor (or, in the case of PRC, PBF) becomes or is Bankrupt;

18.1.5 A Party’s Guarantor (i) fails to satisfy, perform or comply with any material obligation in accordance with its Guaranty in favor of the other Party (the “Receiving Party”) if such failure continues after any

58

applicable grace or notice period, (ii) breaches any covenant or any representation or warranty proves to have been incorrect or misleading in any material respect under its Guaranty, which is not cured within any applicable grace or notice period, or (iii) repudiates, disclaims, disaffirms or rejects (in each case, in writing), in whole or part, any obligation under its Guaranty, or challenges the validity of its Guaranty (in each case, in writing).

18.1.6 (i) Either Party or any of its Designated Affiliates (1) defaults under a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, there occurs a liquidation of, an acceleration of obligations under or any early termination of, that Specified Transaction, or (2) disaffirms, disclaims, repudiates or rejects, in whole or in part, a Specified Transaction (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf), provided, that the other Party shall first give notice thereof to such first Party, and such default or other applicable event is not cured (if capable of being cured) to the reasonable satisfaction of the other Party within five Business Days from the date that such Party receives such notice (it being acknowledged and agreed that the foregoing shall not alter or extend the applicable notice or grace period, if any, applicable to such Specified Transaction and that the foregoing five Business Day period applies only to the right of a Party to declare an Event of Default under this Section 18.1.6); or (ii) either Party or any Affiliate of such Party that is a party to any credit support document provided pursuant to the terms and conditions of this Agreement disaffirms, disclaims, repudiates or rejects, in whole or in part, such credit support document or its material obligations thereunder other than pursuant to the applicable terms and conditions thereof.

18.1.7 Any Lien (other than a Lien granted by Aron and other than inchoate tax Liens) is placed on any material portion of the Aron Inventory due to an act or with the consent of PRC. Upon the occurrence of such event, PRC shall be deemed to be a Defaulting Party hereunder and Aron shall be deemed to be the Performing Party.

18.1.8 A Party fails to provide adequate assurances in accordance with, and within the time periods set forth in, Section 13.6.

18.2 Additional Termination Events. Notwithstanding any other provision of this Agreement, the occurrence of any of the events or circumstances specified in this Section 18.2 shall constitute an “Additional Termination Event” and, in each instance, PRC shall be deemed to be the “Affected Party” and Aron shall be deemed to be the Performing Party for purposes of determining the rights and remedies available to the Performing Party under Section 18.3.

59

18.2.1 Except in the case of any Refinery maintenance or turnaround, either (i) operations at the Refinery shall have ceased (other than as a result of a Force Majeure Event) for a period of at least 90 consecutive days or (ii) there occurs an inability to receive into, deliver Products out of or store Products (other than as a result of a Force Majeure Event) in the Tanks (taken as a whole) in any material respect for a period of at least 90 consecutive days.

18.2.2 A Force Majeure Event affecting the Refinery has occurred and is continuing for a period of at least 90 consecutive days.

18.2.3 The obligations under any Credit Agreement have become due and payable (i) at their scheduled maturity and have not been repaid in full on or prior to such date (after giving effect to any grace or cure periods) or (ii) prior to their scheduled maturity as a result of the occurrence and continuance of an event of default thereunder and the acceleration of the scheduled maturity of such obligations.

18.2.4 An “Event of Default” exists with respect to DCRC or PBFH under the Related Agreement.

18.2.5 PRC or any of its Affiliates sells, leases, subleases, transfers or otherwise disposes of, in one transaction or a series of related transactions, all or substantially all of the assets of the Refinery (provided that the foregoing event shall not constitute an Additional Termination Event if PRC has, in a timely manner, exercised its early termination right in connection with such event pursuant to Section 2.3or 2.4 and complied with all applicable terms and conditions hereof in connection with exercising such right).

18.2.6 PBFH or PRCLLC (i) consolidates or amalgamates with, merges with or into, or transfers all or substantially all of its assets to, another person (including an Affiliate) or any such consolidation, amalgamation, merger or transfer is consummated, and (ii)(A) the successor resulting from any such consolidation, amalgamation or merger or the person that otherwise acquires all or substantially all of the assets of PBFH or PRCLLC does not assume, either by operation of law or without amendment or modification of the applicable Transaction Documents (other than any amendments or modifications that are ministerial in nature), all of PRC’s obligations hereunder and under the other Transaction Documents, or (B) in the reasonable judgment of Aron, the creditworthiness of the resulting, surviving or transferee person, taking into account any guaranties, is materially weaker than PRC immediately prior to the consolidation, amalgamation, merger or transfer (provided that the foregoing event shall not constitute an Additional Termination Event if PRC has, in a timely manner, exercised its early termination right in connection with such

60

event pursuant to Section 2.3 or 2.4 and complied with all applicable terms and conditions hereof in connection with exercising such right).

18.2.7 A Change of Control with respect to PBF (provided that the foregoing event shall not constitute an Additional Termination Event if PRC has, in a timely manner, exercised its early termination right in connection with such event pursuant to Section 2.3 or 2.4 and complied with all applicable terms and conditions hereof in connection with exercising such right); provided that any Early Termination Date designated by Aron as a result of such occurrence shall occur no earlier than the effective date of such Change of Control event.

18.2.8 The Intercreditor Agreement ceases to be in full force and effect or the “Revolving Agent” (as defined therein) repudiates, disclaims, disaffirms or rejects (in each case, in writing), in whole or part, any of its material obligations thereunder or challenges the validity thereof (in each case, in writing).

18.3 Remedies Generally. Notwithstanding any other provision of this Agreement or any Specified Transaction, upon the occurrence and continuance of an Event of Default with respect to a Party (such Party referred to as the “Defaulting Party”), or upon the occurrence and continuance of an Additional Termination Event with respect to the Affected Party, the other Party in each case (the “Performing Party”) may, in its sole discretion, in addition to all other remedies available to it and without incurring any Liabilities, do any or all of the following:

18.3.1 suspend its performance under this Agreement, including any Product sale, purchase, receipt, delivery or payment obligations, upon written notice to the Defaulting Party or Affected Party;

18.3.2 declare all or any portion of the Defaulting Party’s or Affected Party’s, as applicable, obligations under this Agreement to be forthwith due and payable, all without presentment, demand, protest or further notice of any kind, all of which are expressly waived by the Defaulting Party or Affected Party, as applicable;

18.3.3 upon written notice to the Defaulting Party or the Affected Party, specify a date (the “Early Termination Date”) on which to terminate this Agreement;

18.3.4 terminate all other Transaction Documents and all other agreements that may then be outstanding between the Parties that relate specifically to this Agreement;

18.3.5 close out any Specified Transactions pursuant to Section 18.4;

61

18.3.6 determine the Settlement Amount pursuant to Section 18.5;

18.3.7 determine the Termination Amount as provided in Section 18.6; and

18.3.8 exercise any rights and remedies provided or available to the Performing Party under this Agreement or at law or equity, including such remedies as provided for under the UCC.

18.4 Export of Defaults to and Liquidation of Specified Transactions. If the Performing Party gives written notice to the Non-Performing Party pursuant to Section 18.3.3 declaring an Early Termination Date, the occurrence thereof shall constitute a material breach and an event of default, howsoever described, under all Specified Transactions by the Non-Performing Party, and the Performing Party may, by giving notice to the Non-Performing Party, designate an early termination date (which shall be no earlier than the Early Termination Date) for all Specified Transactions and, upon such designation, terminate, liquidate, accelerate and otherwise close out all Specified Transactions that lawfully may be closed out and terminated or, to the extent that in the reasonable opinion of the Performing Party certain of such Specified Transactions may not be liquidated and terminated under Applicable Law on such Early Termination Date, as soon thereafter as is reasonably practicable in which case the actual termination date for such Specified Transactions will be the Early Termination Date, subject to the final sentence of this Section 18.4. In such event, the Performing Party shall calculate the payments due upon early termination of such Specified Transactions in accordance with the terms set forth in such Specified Transactions and in a commercially reasonable manner and without duplication of any amounts payable pursuant to Section 18.5, which shall be aggregated or netted to a single liquidated amount (the “Specified Transaction Close-Out Amount”) and paid pursuant to the terms of such agreements, or, if no payment date is specified, on the payment date specified in Section 18.7. In determining the Specified Transaction Close-Out Amount the Performing Party may foreclose upon and apply any collateral provided by or on behalf of the Non-Performing Party under this Agreement or any Specified Transaction. Notwithstanding the foregoing, in lieu of closing out, liquidating and terminating such Specified Transactions, to the extent practicable and if mutually agreed to by the Parties, the Parties shall use commercially reasonable efforts to permit the Non-Performing Party to assume the Performing Party’s obligations under such Specified Transactions upon commercially reasonable terms.

18.5 Determination of Settlement Amount in the Event of Early Termination.

18.5.1 Notwithstanding any other provision of this Agreement, if the Performing Party terminates this Agreement pursuant to Section 18.3.3, the Performing Party shall have the right, immediately and for 60 days thereafter, to terminate any other contract or agreement that may then be outstanding among the Parties that relates specifically to this Agreement, including any Transaction Document and, subject to Section 18.5.2, to

62

liquidate and terminate any or all rights and obligations under this Agreement; provided that, in the event Aron is the Performing Party, this Agreement shall not be deemed to have terminated in full until Aron shall have disposed of all of the Aron Inventory (but in any event within 60 days thereafter); and provided further that such 60 day period shall be extended to the extent that the Performing Party is subject to or required to comply with the order of any court of competent jurisdiction that limits its ability to exercise such rights or remedies or if the exercise of such rights or remedies is impracticable due to circumstances beyond the Performing Party’s reasonable control (which, with the exercise of due diligence, such Party cannot avoid or overcome). The “Settlement Amount” shall mean the amount, expressed in U.S. Dollars, of all actual, reasonable losses and costs that are incurred by the Performing Party (expressed as a positive number) or gains that are realized by the Performing Party (expressed as a negative number) as a result of the liquidation and termination of all rights and obligations under this Agreement, each determined in a commercially reasonable manner. The determination of the Settlement Amount shall include (without duplication): (w) for any Specified Period designated by PRC or otherwise established pursuant to the provisions of Schedule F prior to the Early Termination Date that ends after such Early Termination Date, the net present values as of the Early Termination Date of the Inventory Intermediation Roll Fees that would have become due as of the end of such Specified Period absent the early termination (where the discount rate to be used in the net present value calculation shall be equal to LIBOR plus the Applicable Margin), (x) all Specified Unwind Costs (as determined with respect to all Corresponding Futures and aggregated into a net amount), (y) the actual, reasonable losses and costs (or gains) incurred or realized by the Performing Party to the extent it elects to dispose of any Product inventories maintained for purposes of this Agreement and (z) if such termination occurs prior to July 1, 2017 and Aron is the Performing Party, the net present value of any Specified Early Termination Fee or Early Termination Fee that would have been payable to Aron pursuant to Section 3.8.7 or 3.8.8, respectively, as a result of an early termination under Section 2.3 or 2.4 of this Agreement (and the discount rate to be used in the net present value calculation shall be equal to LIBOR plus the Applicable Margin), except that if such termination occurs prior to January 1, 2016 the Specified Early Termination Fee shall be calculated in the same manner as under Section 3.8.7 except that the Default Early Termination Margin shall be used in place of the Specified Early Termination Margin. If the Settlement Amount is a positive number it shall be due to the Performing Party and if it is a negative number, the absolute value thereof shall be due to the Defaulting Party.

63

18.5.2 The Settlement Amount shall be determined by the Performing Party, acting in good faith, in a commercially reasonable manner, based on the applicable liquidated and terminated rights and obligations and shall be payable by one Party to the other. The Performing Party shall determine the Settlement Amount commencing as of the date on which such termination occurs by reference to such futures, forward, swap and options markets as it shall select in its commercially reasonable judgment; provided that the Performing Party is not required to effect such terminations and/or determine the Settlement Amount on a single day, but rather may effect such terminations and determine the Settlement Amount over a commercially reasonable period of time (but in any event within 60 days thereafter, subject to extension of such 60 day period on the same basis as the 60 day period referred to in Section 18.5.1 may be extended thereunder). In calculating the Settlement Amount, the Performing Party shall discount to present value (in a commercially reasonable manner based on LIBOR) any amount which would be due at a later date and shall add interest (at a rate determined in the same manner) to any amount due prior to the date of the calculation.

18.6 Determination of the Termination Amount in the Event of Early Termination. The amount payable in respect of early termination due to an Event of Default shall comprise (without duplication) all of the following amounts, which shall be aggregated or netted to a single liquidated amount (the “Termination Amount”) owing from one Party to the other Party:

18.6.1 the Settlement Amount;

18.6.2 the Specified Transaction Close-Out Amount as determined pursuant to Section 18.4;

18.6.3 the amount of any performance assurance, credit support or collateral provided by or on behalf of PRC under any Specified Transaction held by Aron at the Early Termination Date, which shall be applied as a credit to PRC;

18.6.4 without duplication, all actual out-of-pocket losses, damages and expenses reasonably and necessarily incurred by the Performing Party as a result of the termination and liquidation of this Agreement, in each case including reasonable (i) attorneys’ fees, (ii) court costs, (iii) collection costs, (iv) interest charges and (v) other reasonable disbursements; and

18.6.5 all Unpaid Amounts, including any purchase price for Product that has not yet been paid.

64

18.7 Payment of Termination Amount. The Performing Party shall notify the Non-Performing Party of the Termination Amount due from or due to such Party. If the Non-Performing Party owes the Termination Amount to the Performing Party, the Non-Performing Party shall pay the Termination Amount on the second Business Day after it receives the statement. If the Performing Party owes the Termination Amount to the Non-Performing Party, the Performing Party shall pay the Termination Amount once it has reasonably determined all amounts owed by the Non-Performing Party to it under all Specified Transactions and its rights of close-out and setoff under Section 18.9.

18.8 Certain Rights of Aron as Performing Party. Without limiting any other rights or remedies hereunder, if Aron is the Performing Party, Aron may, in its commercially reasonable discretion, (i) withdraw from storage any and all of the Products then in the Included Locations, (ii) otherwise arrange for the disposition of any Products then in the Included Locations and (iii) liquidate in a commercially reasonable manner any credit support, margin or collateral, to the extent not already in the form of cash (including applying any other margin or collateral) and apply and set off such credit support, margin or collateral or the proceeds thereof against any obligation owing by PRC to Aron. Aron shall be under no obligation to prioritize the order with respect to which it exercises any one or more rights and remedies available hereunder. PRC shall in all events remain liable to Aron for any amount payable by PRC in respect of any of its obligations remaining unpaid after any such liquidation, application and set off.

18.9 Setoff Rights of Performing Party. If the Performing Party elects to designate an Early Termination Date under Section 18.3.3, the Performing Party shall be entitled, at its option and in its discretion (and without prior notice to the Non-Performing Party), to setoff against the Termination Amount (whether such Termination Amount is payable to the Performing Party or to the Non-Performing Party) any other amounts payable under any agreements between the Non- Performing Party and the Performing Party (whether or not matured or contingent and irrespective of the currency, place of payment or place of booking of the obligation). To the extent that the Termination Amount is so set off, the Termination Amount and other amounts will be discharged promptly and in all respects. The Performing Party will give at least one Business Day’s prior written notice to the other Party of any set-off effected under this Section 18.9.

18.10 Non-Exclusive Remedies. The Performing Party’s rights under this Section 18 are in addition to, and not in limitation or exclusion of, any other rights of setoff, recoupment, combination of accounts, Lien or other right which it may have, whether by agreement, operation of law or otherwise. No delay or failure on the part of a Performing Party to exercise any right or remedy shall constitute an abandonment of such right or remedy and the Performing Party shall be entitled to exercise such right or remedy at any time after a Termination Event has occurred and is continuing.

65

18.11 Indemnification. The Non-Performing Party shall reimburse the Performing Party for its reasonable costs and expenses, including reasonable attorneys’ fees, actually incurred in connection with the enforcement of, suing for or collecting any amounts payable by the Non-Performing Party. The Non-Performing Party shall indemnify and hold harmless the Performing Party for any reasonable damages, losses and expenses actually incurred by the Performing Party as a result of any Termination Event.

19. INDEMNIFICATION & CLAIMS

19.1 To the fullest extent permitted by Applicable Law and except as specified otherwise elsewhere in this Agreement (including the indemnification provisions in Section 21.2 and subject to Section 14), PRC shall defend, indemnify and hold harmless Aron, its Affiliates and their Representatives, agents and contractors from and against any Liabilities (i) caused by PRC or its Representatives, agents or contractors in performing its obligations under this Agreement, except to the extent that such Liabilities were caused by the negligence or willful misconduct on the part of Aron or its Representatives, agents or contractors or (ii) arising from or attributable to the actual or alleged presence or release of Hazardous Substances in connection with the performance or non-performance of the Transaction Documents or the transactions contemplated thereby, or any liability under any Environmental Law related in any way to or asserted in connection with the performance or non-performance of the Transaction Documents or the transactions contemplated thereby that is not caused the negligence or willful misconduct of Aron, its Affiliates, or their Representatives, agents or contractors.

19.2 To the fullest extent permitted by Applicable Law and except as specified otherwise elsewhere in this Agreement (including the indemnification provisions in Section 21.2 and subject to Section 14), Aron shall defend, indemnify and hold harmless PRC, its Affiliates and their Representatives, agents and contractors from and against any Liabilities caused by Aron or its Representatives, agents or contractors in performing its obligations under this Agreement, except to the extent that such Liabilities were caused by the negligence or willful misconduct on the part of PRC or its Representatives, agents or contractors.

19.3 In addition to the indemnification obligations set forth in Sections 19.1 and 19.2 and elsewhere in this Agreement (except as set forth in the indemnification provisions in Section 21.2, and subject to Section 14), each Party (referred to as the “Indemnifying Party”) shall indemnify and hold the other Party (the “Indemnified Party”), its Affiliates and their Representatives, agents and contractors harmless from and against any and all Liabilities directly or indirectly arising from (i) the Indemnifying Party’s breach of any of its obligations under or covenants made in this Agreement; (ii) the Indemnifying Party’s negligence or willful misconduct; (iii) the Indemnifying Party’s failure to comply with Applicable Law with respect to the sale, transportation, storage, handling or disposal of Product or violation of any

66

Environmental Law caused by the Indemnifying Party or its Representatives, agents or contractors, unless such violation liability results from the Indemnified Party’s negligence or willful misconduct; or (iv) the Indemnifying Party’s representations, covenants or warranties made herein having been proven to be to be materially incorrect or misleading when made.

19.4 The Parties’ obligations to defend, indemnify and hold each other harmless under the terms of this Agreement shall not vest any rights in any third party, nor shall they be considered an admission of liability or responsibility for any purposes other than those enumerated in this Agreement.

19.5 Each Party agrees to notify the other Party as soon as practicable after receiving notice of any suit brought against it within the indemnities of this Agreement, shall furnish to the other the complete details within its knowledge and shall render all reasonable assistance requested by the other in the defense. Each Party shall have the right but not the duty to participate, at its own expense, with counsel of its own selection, in the defense and settlement thereof without relieving the other of any obligations hereunder. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume responsibility for and control of any judicial or administrative proceeding if such proceeding involves a Termination Event by the Indemnifying Party under this Agreement which shall have occurred and be continuing. Furthermore, the Indemnifying Party shall not, without the Indemnified Party’s prior written consent, settle or compromise any claim or consent to the entry of any judgment, which (i) does not include as a term thereof the giving by the claiming party or the plaintiff to the Indemnified Party of an unconditional release from all Liability in respect of such claim, (ii) grants non-monetary relief to the claiming party or the plaintiff or (iii) involves an admission of liability or guilt by the Indemnified Party.

20. LIMITATION ON DAMAGES

20.1 Unless otherwise expressly provided in this Agreement, the Parties’ Liability for damages is limited to direct, actual damages only and neither Party shall be liable for specific performance, lost profits or other business interruption damages, or special, consequential, incidental, punitive, exemplary or indirect damages, in tort, contract or otherwise, of any kind, arising out of or in any way connected with the performance, the suspension of performance, the failure to perform or the termination of this Agreement. Each Party acknowledges the duty to mitigate damages hereunder.

21. INFORMATION & INSPECTION RIGHTS

21.1 Audit Rights. Upon the reasonable request of either Party, the other Party shall provide the requesting Party with copies of all relevant documents and records in its possession that reasonably relate to the calculation of any formula, invoice, statement or the amount of any payment under this Agreement. The provisions of this Section 21 shall survive the termination of this Agreement for 18 months.

67

21.2 Right to Physical Inspection. From time to time during the Term, Aron shall have the right, at its own cost and expense, to have an Independent Inspector or its Representatives conduct surveys and inspections of any of the Tanks or facilities at the Refinery that are used to handle, store or transfer the Product from the Refinery process units to the Tanks, and to observe any Product transfer, handling, metering or related activities (including any aspects of the Volume Determination Procedures applied by PRC pursuant to Sections6.3 and 9.5); provided that such surveys, inspections and observations shall be made during normal working hours, be subject to the Refinery’s security, safety and other rules and procedures, and be upon reasonable notice and not disrupt the Refinery’s normal operations. PRC agrees to provide Aron’s Independent Inspector and other Representatives with reasonable rights of access to and egress from the Tanks by crossing over, around and about the Facility in connection with this Section 21.2. Aron, when undertaking such survey, inspection or observation, either with its own personnel or a contractor or other Representative, shall be responsible for such personnel, contractor or Representative and PRC shall have the right, but not the obligation, to accompany such person at all times while at the Refinery. Neither Aron nor its Representatives may conduct any sampling, boring, drilling, probing, digging or other invasive investigative activity or inspections (other than a visual inspection) and none may operate any equipment or machinery or conduct any testing of the same in the course of such inspection. Aron (on behalf of Aron, its Affiliates and their Representatives, agents and contractors), to the fullest extent permitted by Applicable Law, hereby releases PRC, its Affiliates and their Representatives, agents and contractors from, and agrees to indemnify, defend and hold harmless PRC from any Liabilities, whether incurred by PRC or any of its parent entities, subsidiaries or Affiliates, directly or indirectly, including for (i) personal injuries to Aron’s and its Affiliate’s Representatives, agents and contractors and/or (ii) damages to the property of Aron’s and its Affiliate’s Representatives, agents and contractors, to the extent relating to, arising out of or connected with, directly or indirectly, Aron’s survey, inspection or observation of the Refinery and Tanks or Aron Representatives’ travel to or from or presence at the Refinery and Tanks in connection with this Agreement, even if such indemnified event relates to, arises out of or in connection with the active or passive, sole, concurrent or comparative negligence, strict liability, breach of duty (statutory or otherwise), violation of law or other fault of any of the aforesaid indemnified parties, or any pre-existing defect, except as prohibited by Applicable Law.

21.3 Disputes Regarding Volume Determination Procedures. If a Party in good faith believes that the Volume Determination Procedures have not been applied correctly, including based on the report of any Independent Inspector, the disputing Party shall provide written notice stating the reasons why the Volume Determination Procedures were applied incorrectly, along with supporting documentation, and the Parties shall thereafter reasonably cooperate in order to resolve the dispute, including considering the report of any Independent Inspector, if applicable. In the event the Parties are unable to resolve such dispute, the matter shall be resolved in accordance with Section 22.

68

22. GOVERNING LAW & DISPUTES

22.1 Dispute Resolution. In the event the Parties are unable to resolve any claim, dispute or controversy regarding this Agreement or any matters arising in connection therewith, prior to initiating any arbitration or litigation as permitted herein, a Party shall refer the matter to a senior representative of such Party. Upon such referral, senior representatives of the Parties having authority to resolve the matter shall meet at a mutually acceptable time and place within ten days thereafter in order to exchange relevant information and to attempt to resolve the matter. If a senior representative intends to be accompanied to a meeting by an attorney, he or she shall give the other Party’s senior representative at least three Business Days’ prior notice of such intention so that he or she also can be accompanied by an attorney. If a Party’s senior representative does not meet with the other Party’s senior representative within such ten-day period or if the senior representatives are unable to resolve the dispute, then, following the expiration of such ten-day period, either Party may pursue any remedy available at law or in equity to enforce its rights hereunder available to it, subject in any event to the remainder of this Section 22.

22.2 Governing Law.

22.2.1 General Governing Law. Other than as set forth in Section 22.2.2, this Agreement and all matters arising in connection therewith, including validity and enforcement, contractual matters (except as otherwise set forth in Section 22.2.2) and any contractual payments owed hereunder, shall be governed by, interpreted and construed in accordance with the laws of the State of New York, without giving effect to its conflicts of laws principles that would result in the application of a different law. As to this Section 22.2.1:

22.2.1.1 Disputes involving amounts in controversy less than $1,000,000 shall be resolved by one arbitrator pursuant to Section 22.4.

22.2.1.2 Disputes involving amounts in controversy of $1,000,000 or more, but less than $2,500,000 shall be resolved by three arbitrators pursuant to Section 22.4.

22.2.1.3 As to matters involving amounts in controversy of $2,500,000 or more, each Party hereby submits itself to the exclusive jurisdiction of (i) any federal court of competent jurisdiction situated in the City of Wilmington, Delaware, and agrees not to contest the laying of venue in such forum, or (ii) if any such federal court declines to exercise or does not have jurisdiction, any Delaware state court in the City of Wilmington, Delaware, and agrees not to contest the laying of venue in such forum.

69

22.2.2 Governing Law Exceptions. As to claims for personal injury and any claims directly or indirectly based on torts, personal injury, environmental claims and any and all claims in respect of indemnities and releases of claims among the Parties hereunder relating to any claims brought by any party other than PRC, Aron and their respective Affiliates or any Governmental Authority, this Agreement and all matters arising in connection therewith, shall be governed by, interpreted and construed in accordance with the laws of the State of New Jersey, without giving effect to its conflicts of laws principles that would result in the application of a different law. As to this Section 22.2.2, each Party hereby submits itself to the exclusive jurisdiction of (i) any federal court of competent jurisdiction situated in the City of Wilmington, Delaware, and agrees not to contest the laying of venue in such forum, or (ii) if any such federal court declines to exercise or does not have jurisdiction, any Delaware state court in the City of Wilmington, Delaware and agrees not to contest the laying of venue in such forum.

22.3 EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION TO THE JURISDICTION OF ANY COURT PURSUANT TO THIS SECTION 22 OR TO THE VENUE THEREIN OR ANY CLAIM OF INCONVENIENT FORUM OF SUCH COURT. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDINGS RELATING TO THIS AGREEMENT.

22.4 Arbitration. Any dispute governed by Section 22.2.1.1 or 22.2.1.2 shall be resolved exclusively through final and binding arbitration using a single arbitrator, as to Section 22.2.1.1, or three arbitrators, as to Section 22.2.1.2, applying by reference the Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (the “AAA”) as in effect on the date such dispute arises, as supplemented to the extent necessary to determine any procedural appeal questions by the Federal Arbitration Act (Title 9 of the United States Code). If there is any inconsistency between the provisions of this Agreement and the AAA Rules or the Federal Arbitration Act, the provisions of this Agreement shall control.

22.4.1 Arbitration must be initiated within the time period allowed by the applicable statute of limitations.

22.4.2 As to Section 22.2.1.1, if the Parties are unable to jointly select an arbitrator within 30 days following the initiation of the dispute, the AAA will name the arbitrator within 30 days after expiration of such period. The Parties each shall pay one-half of the compensation and expenses of the arbitrator(s).

70

22.4.3 As to Section 22.2.1.2, the initiating Party’s notice shall identify the arbitrator such Party is appointing. The responding Party shall respond within 30 days after receipt of such notice, identifying the arbitrator such Party is appointing. If such Party does not name an arbitrator within the 30 days, the AAA will name the arbitrator for such Party within 30 days after expiration of such period. The two arbitrators so appointed or named shall select a third arbitrator within 30 days after the second arbitrator has been appointed or named. If the two appointed or named arbitrators cannot reach agreement upon the third arbitrator within the 30 day period, the AAA shall promptly name an independent arbitrator to act as the third arbitrator. The Parties each shall pay one-half of the compensation and expenses of the arbitrators.

22.4.4 All arbitrators must (i) be neutral persons who have never been officers, directors, employees or consultants or had other business or personal relationships (except acting as arbitrator) with the Parties or any of their Affiliates, officers, directors or employees and (ii) have experience in or be knowledgeable about the matters in dispute.

22.4.5 The location of all arbitration proceedings shall be the City of Wilmington, Delaware.

22.4.6 The Parties and the arbitrators shall proceed diligently so that the award can be made as promptly as possible. If the amount in controversy is less than $1,000,000 the hearing shall commence as promptly as practicable after the selection of the arbitrator. If the amount in controversy is equal to or exceeds $1,000,000, the hearing shall commence at such time as agreed to by the Parties and the arbitrators but no later than three months after the selection of the third arbitrator. Expedited discovery will be permitted if and as agreed to by the Parties. If the Parties are unable to agree, the arbitrators shall resolve any discovery disputes consistent with the AAA Rules. Any matter involving an amount in controversy that is equal to or in excess of $1,000,000 shall be treated as a large, complex commercial case as per the AAA Rules.

22.4.7 Except as provided in the Federal Arbitration Act, the decision of the arbitrators shall be binding on and non-appealable by the Parties. In rendering any decision or award, the arbitrators must abide by all terms and conditions of this Agreement, including the exclusion of consequential, incidental, exemplary, special, indirect and punitive damages set forth in Section 20.

22.4.8 The Parties shall each bear their own costs and expenses (including attorneys’ fees) incurred in arbitrating any dispute pursuant to this Section 22.4.

71

22.5 Availability of Remedies. The Parties acknowledge and agree that damages may not be an adequate remedy for a breach of the provisions of this Agreement. For this reason, among others, the Parties could be irreparably harmed if this Agreement is not deemed to be specifically enforceable or any other legal or equitable remedy or relief is deemed not to be available, and the Parties hereby agree that, without prejudice to Section 18, this Agreement shall be specifically enforceable and that all other legal and equitable remedies and relief shall be available.

23. ASSIGNMENT

23.1 This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

23.2 PRC shall not assign this Agreement or its rights or interests hereunder in whole or in part, or delegate its obligations hereunder in whole or in part, without the express written consent of Aron, except as set forth in Section 23.4 and 23.5. Aron shall not assign this Agreement or its rights or interests hereunder, directly or indirectly, through consolidation, amalgamation, merger or transfer, by operation of law or otherwise, in whole or in part, or delegate its obligations hereunder in whole or in part, without the express written consent of PRC, except that Aron may, without PRC’s express written consent, assign and delegate all of Aron’s rights and obligations hereunder to any Affiliate of Aron; provided that the obligations of such Affiliate hereunder are guaranteed by The Goldman Sachs Group, Inc.

23.3 If written consent is given for any assignment, the assignor shall remain jointly and severally liable with the assignee for the full performance of the assignor’s obligations under this Agreement unless the Parties otherwise agree in writing.

23.4 Either Party may create a security interest in (but may not otherwise assign any interest in) its receivables under this Agreement as to a third party without the consent of the other Party; provided that no such security interest shall impair or limit any rights or remedies of the other Party hereunder, including any rights of setoff, recoupment or counterclaim.

23.5 PRC may assign its rights and obligations under this Agreement to any and all lenders, security, note or bond holders, lien holders, investors, equity providers and other persons providing any interim or long term equity or debt financing, refinancing or recapitalization for the Refinery, their successors and assigns and any trustees or agents acting on their behalf. Additionally, if PRC wishes to assign (i) its rights and obligations under this Agreement, (ii) any Specified Transactions or (iii) any assets, including the Refinery and/or the Tanks, related to this Agreement to a master limited partnership that is an Affiliate of PRC, Aron agrees that it will cooperate with PRC in good faith and in a commercially reasonable manner to accommodate such assignment on terms that preserve for Aron, in all material respects, the economic and legal substance of the transactions contemplated by this Agreement and the Transaction Documents.

72

23.6 Any prohibited assignment in violation of this Section 23 shall be null and void ab initio and the non-assigning Party shall have the right, without prejudice to any other rights or remedies it may have hereunder or otherwise, to terminate this Agreement effective immediately upon notice to the Party attempting such assignment.

24. NOTICES

24.1 Notices in Writing. Any notice, demand or document that a Party is required or may desire to give hereunder, except to the extent specifically provided otherwise herein, must be (i) in writing and (ii) given by personal delivery, overnight courier, facsimile or U.S. mail registered or certified mail, return receipt requested, with the postage prepaid and properly addressed or communicated to such Party at its address or facsimile number set forth on Schedule K, or at such other address as either Party may have furnished to the other by notice given in accordance with this Section 24.1. Other than notices relating to a Termination Event, termination of this Agreement, indemnification, assignment and disputes, notice may also be given by electronic mail at such e-mail address as is typically used for such type of matter in the conduct of the recipient’s business. Any notice delivered or made by personal delivery, overnight courier, facsimile or U.S. mail shall be deemed to be given on the date of actual delivery as shown by the receipt for personal delivery or overnight courier delivery, the addresser’s machine confirmation for facsimile deliver or the registry or certification receipt for registered or certified mail.

25. NATURE OF THE TRANSACTION & RELATIONSHIP OF THE PARTIES

25.1 Neither this Agreement nor any other Transaction Document or transaction under any of them, nor the performance by the Parties of their respective obligations under this Agreement, any other Transaction Document or any transaction shall constitute or create a joint venture, partnership or legal entity of any kind between the Parties. It is understood that each Party has complete charge of its employees and agents in the performance of its duties hereunder and nothing herein shall be construed to make a Party, or any employee or agent of such Party, an agent or employee of another Party. No Party shall have any authority (unless expressly conferred in writing under this Agreement or otherwise and not revoked) to bind another Party as its agent or otherwise.

26. CONFIDENTIALITY

26.1 This Agreement and all documents related to the foregoing and any information pertaining thereto made available by a Party or its Representatives to the other Party or its Representatives are confidential (collectively, “Confidential Information”), which obligation supersedes in all respects the Mutual Confidentiality Agreement dated as of April 18, 2013 by and between Aron and PBFH (the “Confidentiality Agreement”). Each Party shall at a minimum use the same efforts and standard of care with respect to Confidential Information provided by the other Party that it uses to preserve its own confidential information, and in no event less than commercially

73

reasonable efforts. Confidential Information shall not be discussed with or disclosed to any third party by any Party except for such information (i) as may become generally available to the public through no breach of this Section 26.1 or any other agreement between the Parties, (ii) as may be required or appropriate in response to any summons, subpoena or otherwise in connection with any litigation or to comply with any Applicable Law or accounting disclosure rule or standard or request by any supervisory or regulatory authority, (iii) as may be obtained from a non-confidential source that disclosed such information in a manner that did not violate its obligations to the other Party or its credit support provider in making such disclosure or (iv) as may be furnished to the disclosing Party’s Affiliates or to its Representatives, all of whom are required to keep the information that is disclosed in confidence. This Section 26.1 shall remain in effect for two years following the termination of this Agreement.

26.2 In the case of disclosure covered by clause (ii) of Section 26.1, the disclosing Party shall notify the other Party in writing of any proceeding of which it is aware which may result in disclosure (provided that the disclosing Party shall not be required to waive any attorney-client or work product privilege) and shall use reasonable efforts to prevent or limit such disclosure. The Parties may exercise all remedies available at law or in equity to enforce or seek relief in connection with the confidentiality obligations contained in this Agreement.

27. CHANGE IN LAW

27.1 Each Party shall make reasonable efforts to monitor any proposed Change in Law that may reasonably be expected to have an impact on Aron’s ability to perform any of its obligations under any of the Aron Hedges in a commercially reasonable manner and shall promptly notify the other Party upon becoming aware of any such proposed Change in Law. Such notice shall identify the proposed Change in Law and set out in reasonable detail the effects the notifying Party anticipates such Change in Law would have upon such performance of any such Aron Hedges if enacted. The Parties shall in good faith meet to discuss what, if any, measures can be taken by either Party (or both) to minimize and/or mitigate the effect of any such proposed Change in Law. If a Change in Law results or would result in a Party (the “Adversely Affected Party”): (a) violating any Applicable Law in connection with its performance of any of the Aron Hedges, (b) incurring Taxes, Liabilities or other sanctions of a monetary nature in excess of $1,000,000 per annum solely as a result of such Party’s performance of the Aron Hedges, in each case the Adversely Affected Party shall be entitled to request that the Parties meet for purposes of addressing such Change in Law by providing written notice (a “Change in Law Notice”) to the other Party (the “Non-Affected Party”). Within seven Business Days of receipt of a Change in Law Notice, the Parties shall meet in good faith with a view to identifying any steps (“Consequential Steps”) that would alleviate the effects of the relevant Change in Law on the Adversely Affected Party, which may include an agreement between the Parties to share the relevant incremental losses incurred by the Adversely Affected

74

Party or the amendment of any Transaction Document. In identifying the Consequential Steps, the Parties shall, as far as is reasonably practicable, do so in a manner that preserves the balance of the commercial agreement (including economic benefits, risk allocation, costs and Liabilities) existing between the Parties under this Agreement as of the Effective Date. In the event the Parties cannot reach agreement on the Consequential Steps and on the implementation of the same within 30 Business Days of receipt by the Non-Affected Party of the Change in Law Notice, either Party may terminate this Agreement by giving the other Party 30 Business Days advance notice of such termination.

28. MISCELLANEOUS

28.1 Survival. Termination or expiration of this Agreement shall not affect any rights or obligations that may have accrued prior to termination, including any in respect of antecedent breaches and, for the avoidance of doubt but subject to the terms of this Agreement, any rights or obligations under this Agreement or any of the other Transaction Documents in respect of transactions entered into up to and including the date of termination or expiration of this Agreement. The obligations of each Party that expressly survive termination, are required to take effect on or give effect to termination or the consequences of termination or which by their very nature must survive termination shall continue in full force and effect notwithstanding termination of this Agreement.

28.2 Entire Agreement; Amendments. This Agreement constitutes the entire agreement of the Parties regarding the matters contemplated herein or related thereto and no representations or warranties shall be implied or provisions added hereto in the absence of a written agreement to such effect between the Parties after the Effective Date; provided, however, that nothing in this Agreement shall limit, impair or contravene the Parties’ or their Affiliates’ rights as set forth in any Specified Transaction (whether entered into prior to, on or after the Effective Date) regarding the collection and determination of margin and collateral, the exporting or importing of events of default, termination events or the netting and setting off of amounts due. This Agreement may not be altered, amended, modified or otherwise changed in any respect except by a writing duly executed by an authorized representative of each Party and no representations or warranties shall be implied or terms added in the absence of a writing signed by both Parties. No promise, representation or inducement has been made by either Party that is not embodied in this Agreement, and neither Party shall be bound by or liable for any alleged representation, promise or inducement not so set forth.

28.3 Severability. If at any time any court of competent jurisdiction declares that any provision of this Agreement is or any provision of this Agreement becomes illegal, invalid or unenforceable in any respect under any Applicable Law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the Applicable Law of

75

any other jurisdiction will be affected or impaired in any way. The Parties will negotiate in good faith with a view to reform this Agreement in order to give effect to the original intention of the Parties and produce as nearly as is practicable in all the circumstances the appropriate balance of the commercial interests of the Parties. The failure to agree upon such provisions for any reason or no reason shall not be considered a breach of this Agreement.

28.4 Waiver and Cumulative Remedies. No failure to exercise, nor any delay in exercising, any right, power or remedy under this Agreement or provided by Applicable Law shall operate as a waiver, nor shall any single or partial exercise of any right, power or remedy prevent any further or other exercise or the exercise of any other right, power or remedy. The rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers or remedies. Any waiver of any breach of this Agreement shall not be deemed to be a waiver of any subsequent breach.

28.5 Time Is of the Essence. Time shall be of the essence for this Agreement with respect to all aspects of each Party’s performance of its obligations under this Agreement.

28.6 No Third-Party Beneficiaries. There are no third party beneficiaries to this Agreement and the provisions of this Agreement shall not impart any legal or equitable right, remedy or claim enforceable by any person, firm or organization other than the Parties and their successors in interest and permitted assigns.

28.7 Announcements. At no time during the Term of this Agreement, and for a period of two years following its expiration or termination, shall any Party issue any press announcement or public statement regarding this Agreement without the prior written consent of the other Party, except as may be required by Applicable Law or applicable stock exchange rules or requirements or to the extent public disclosure is required under the circumstances described in any relevant confidentiality agreement entered into between the Parties. The issuing Party will:

28.7.1 use all reasonable efforts to notify the other Party of the content of such announcement at least three Business Days prior to such issue (unless otherwise required by Applicable Law or to the extent public disclosure is required under the circumstances described in any relevant confidentiality agreement entered into by the Parties); and

28.7.2 take the other Party’s comments on the proposed announcement into account as is reasonable under the circumstances, provided such comments are received within two Business Days of the notification.

28.8 Expenses. Each Party shall pay its own costs, fees and expenses, including attorneys’ fees, incurred by such Party in connection with the Transaction Documents and any costs, fees and expenses incident to the negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated thereunder.

76

28.9 Counterparts. This Agreement may be executed by the Parties in separate counterparts and all such counterparts shall together constitute one and the same instrument. In the event that any signature is delivered by facsimile or electronic transmission, such signature shall create a valid and binding obligation of the Party executing (or on whose behalf the signature is executed) the same with the same force and effect as if such facsimile or electronic signature page were an original thereof.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, each Party hereto has caused this Agreement to be executed by its duly authorized representative.

J. ARON & COMPANY

By:/s/ Simon Collier

Name: Simon Collier

Title:    Attorney-in-fact

PAULSBORO REFINING COMPANY LLC

By:/s/ Thomas O'Connor

Name:Thomas O'Connor

Title:    Senior Vice President

PBF HOLDING COMPANY LLC

By:/s/ Thomas O'Connor

Name:Thomas O'Connor

Title:    Senior Vice President

77

78

K&E 25522417.16

NY2-747883

SCHEDULE A

Products List

PBF Corporate Standard	Product Group
RBOB Reg	Gasoline
318 Furf Ext	Lube
339 Furf Ext	Lube
ALKYLATE	Gasoline
Alkylate Receipts	Gasoline
CBOB Prm	Gasoline
CBOB Prm 12.9#	Gasoline
CBOB Prm 13.5#	Gasoline
CBOB Prm 14.5#	Gasoline
CBOB Prm 15.0#	Gasoline
CBOB Prm 7.8#	Gasoline
CBOB Prm 9.0#	Gasoline
CBOB Reg	Gasoline
CBOB Reg 10.0#	Gasoline
CBOB Reg 12.9#	Gasoline
CBOB Reg 13.5#	Gasoline
CBOB Reg 14.5#	Gasoline
CBOB Reg 15.0#	Gasoline
CBOB Reg 7.8#	Gasoline
CBOB Reg 9.0#	Gasoline
CGO	Distillate
Cnv Reg	Gasoline
Diesel-Strtrun	Distillate
Distillate Blendstk	Distillate
Gasoline Blendstk	Gasoline
Gasoline Blendstk Receipts	Gasoline
Gasoline-Cat	Gasoline
Gasoline-Hvy Cat	Gasoline
Gasoline-Lt Cat	Gasoline
Gasoline-Lt Strtrun	Gasoline
Gasoline-Poly	Gasoline
HCO	Distillate
JET A	Distillate
Jet A FTZ	Distillate
Kerosene	Distillate
Kerosene ULS	Distillate
Kerosene-Strtrun	Distillate
Kerosene-Strtrun Receipts	Distillate
LCO	Distillate
LCO Receipts	Distillate
LGO	Distillate

LGO Receipts	Distillate
Lube Basestock	Lube
Lube Distillate	Lube
Lube Extract	Lube
Lube Raffinate	Lube
Lube Stocks	Lube
LUBEEXT-130	Lube
Naphtha	Gasoline
Naphtha Shipments	Gasoline
Naphtha-Hvy Cat	Gasoline
Naphtha-Hvy Coker	Gasoline
No 2 HO	Distillate
No 2 HO 2000 UD	Distillate
No 2 LSD 500	Distillate
No 2 LSHO 500	Distillate
No 2 ULSD	Distillate
No 2 ULSD 15	Distillate
No 2 ULSD 15 Exp	Distillate
No 2 ULSHO 15	Distillate
PBOB Prem	Gasoline
PBOB Prm	Gasoline
PBOB Prm 11.5#	Gasoline
PBOB Prm 13.5#	Gasoline
PBOB Prm 15.0#	Gasoline
PBOB Prm V1	Gasoline
PBOB Prm V2	Gasoline
Raffinate	Gasoline
RBOB Reg	Gasoline
RBOB Reg	Gasoline
RBOB Reg 11.5#	Gasoline
RBOB Reg 13.5#	Gasoline
RBOB Reg 15.0#	Gasoline
RBOB Reg V1	Gasoline
RBOB Reg V2	Gasoline
REFORMATE	Gasoline
Reformate Receipts	Gasoline
Reformate-Hvy	Gasoline
Reformate-Lt	Gasoline
STK 318	Lube
STK 339	Lube
STK 345	Lube
STK 6154	Lube
STK 6154T	Lube
STK 6336	Lube
STK6051	Lube
STK6287	Lube

STK6329EXP	Lube
Untreated Dist Blendstk	Distillate
Untreated Gasoline Blendstk	Gasoline
ValAro 100	Lube
ValAro 130A	Lube
ValAro 165NC	Lube
ValAro 220	Lube
ValAro 45	Lube
ValAro 500NC	Lube
ValAro 700NC	Lube
VP 100	Lube
VP 150BS	Lube
VP 165	Lube
VP 200	Lube
VP 230i	Lube
VP 250	Lube
VP 300	Lube
VP 300i	Lube
VP 325	Lube
VP 330i	Lube
VP 340i	Lube
VP 350	Lube
VP 350i	Lube
VP 400i	Lube
VP 500	Lube
VP 500i	Lube
VP 600i	Lube
VP 610	Lube
VP 700	Lube
VP 850M	Lube

SCHEDULE B

Tank List

Tank List	Typical Contents
T1886	Lube Distillate
T1887	Lube Distillate
T1891	Lube Distillate
T1892	Lube Distillate
T1898	Lube Base Oil - STK 6336
T1899	Lube Base Oil - STK 6336
T1912	Kerosene
T1941	Lube Distillate
T1942	Lube Distillate

T1943	Lube Distillate
T1945	ValAro 220
T1946	Lube Distillate
T1947	Lube Distillate
T1962	Lube Raffinate
T1963	Lube Raffinate
T1964	Lube Raffinate
T1965	Lube Raffinate
T2	Lube Distillate
T2173	RBOB Unl Reg 13.5# RVP
T2807	Jet A
T2808	Jet A
T2869	CBOB Unl Reg 12.9# RVP
T2940	Cat Gasoline
T2941	CBOB Unl Reg 14.5# RVP
T3	Lube Distillate
T3018	Reformate
T3174	RBOB Unl Reg 13.5# RVP
T368	Lube Raffinate
T398	Lube Distillate
T557	Kerosene
T558	Light Gas Oil
T593	Lube Base Oil - STK 6154
T595	Lube Raffinate
T634	ValAro 100
T635	ValAro 130A
T636	ValAro 45
T670	Lube Raffinate
T724	Reformate
T725	Alkylate
T756	ValAro 45
T767	ValAro 700NC
T8	Lube Distillate
T802	Alkylate
T839	Lube Base Oil - STK 345
T840	Lube Base Oil - STK 345
T883	Lube Base Oil - STK 6154
T93	Lube Raffinate
T935	Lube Raffinate
T936	Lube Raffinate
T939	Lube Base Oil - STK 318
TS1	339 Furfural Lube Extraction
TS32	Jet A
TS33	Jet A
TS35	STK 6154
TS36	Jet A

TS37	Light Gas Oil
TS46	Light Gas Oil
TS49	Lube Base Oil - STK 318
TS50	Lube Base Oil - STK 318
TS52	STK 318
TS54	Heavy Cycle Oil
TS57	Light Gas Oil
TS58	No 2 ULS (15 ppm) Diesel
TS59	No 2 ULS (15 ppm) Diesel
TS60	No 2 ULS (15 ppm) Diesel
TS62	No 2 ULS (15 ppm) Diesel
TS64	No 2 ULS (15 ppm) Diesel
TS80	Naphtha
TS81	Naphtha
TS82	Naphtha
T1021	Lube Base Oil - STK 339
T1022	Lube Base Oil - STK 339
T1023	Alkylate
T1024	Lube Base Oil - STK 339
T1025	Lube Base Oil - VP 850M
T1028	Light Gas Oil
T1063	RBOB Unl Reg 15.0# RVP
T1064	CBOB Unl Reg 14.5# RVP
T1065	RBOB Unl Reg 13.5# RVP
T1066	RBOB Unl Reg 13.5# RVP
T1115	Cat Gasoline
T1116	Light Straight Run Gasoline
T1131	Lube Base Oil - STK 6336
T1425	Lube Base Oil - STK 6336
T1427	Lube Base Oil - STK 6336
T1428	Lube Base Oil - STK 6336
T1537	Lube Base Oil - VP 850M
Logical Tank 1	RBOB Unl Reg
Logical Tank 2	PBOB Unl Prem

SCHEDULE C

Product Benchmarks

*****

*****

*****

SCHEDULE D

Measurement Procedures

(A.) OVERVIEW:

Pursuant to the Agreement, Aron has agreed to purchase and PRC has agreed to sell on the Commencement Date all of the Products at the Refinery (the “Hydrocarbon Inventory” as referred to in this Schedule D).

Pursuant to the Agreement, PRC has agreed to purchase and Aron has agreed to sell on the Step Out Date all of the Products at the Refinery (the “Hydrocarbon Inventory” as referred to in this Schedule D).

The Commencement Date and Step Out Date shall be known collectively as the “Hydrocarbon Inventory Transfer Dates”.

The calculation of the value of the Hydrocarbon Inventory as of the Hydrocarbon Inventory Transfer Times (defined below), shall be done in accordance with the physical inventory procedures identified below.

The physical inventory shall measure Hydrocarbon Inventory as of 12:00:01 a.m. local time on the Commencement Date and as of 12:00:01 a.m. local time on the Step Out Date (the “Hydrocarbon Inventory Transfer Times”).

(B.) HYDROCARBON INVENTORY INCLUSIONS AND EXCLUSIONS:

For purposes of calculating the value of the Hydrocarbon Inventory pursuant to the Agreement, the Parties will exclude and deduct the following Hydrocarbon Inventory items:

• Intra-Refinery linefill;

• BS&W in storage tanks;

• Unit fill at the Refinery.

(C.) INDEPENDENT INSPECTION:

All gauging, temperature measuring, sampling and testing will be done by a mutually agreed US Customs Approved Independent Inspection Company (“IIC”). PRC and Aron shall have the right to witness any activity performed by the IIC. Costs for all inventory services provided by the IIC shall be equally shared between PRC and Aron. The findings and determinations of the IIC are to be final and binding on the Parties, subject to the review period described in Section (M.) below.

(D.) ACCEPTANCE AND REVIEW - INVENTORY TEAM:

The Parties agree that an “Inventory Team” composed of a representative of each of Aron and PRC shall provide instruction and oversight to the IIC and Inventory Teams for the determination of the final Hydrocarbon Inventory quantity. The Inventory Team will develop and issue the Inventory Schedule (defined below). Prior to the Hydrocarbon Inventory Transfer Dates, each Party may designate an individual as its representative on the Inventory Team. All Hydrocarbon Inventory

Tanks, in or out of service, will be included on the Inventory Schedule. All matters pertaining to this Schedule D shall be addressed by the Inventory Team.

(E.) INVENTORY QUANTIFICATION PROCEDURES:

Prior to the Hydrocarbon Inventory Transfer Dates, the Inventory Team shall develop and mutually agree upon a gauging and sampling schedule by Tank (the “Inventory Schedule”). The Inventory Schedule shall include all Product Tanks, in or out of service, and shall indicate the following for each Tank comprising the Hydrocarbon Inventory:

• Tank location, Tank number, type of roof and Tank type by site;

• Status at Hydrocarbon Inventory Transfer Dates (active, inactive or out of service);

• Tank contents (product/grade);

• Tank equipment (i.e., mixers, heating coils or tubes);

• Tank reference gauge height;

• Tank calibration (ullage or innage), last Tank calibration date and Tank “critical zone”;

• Total Tank volume and heel volume;

• Design of Tank gauging tube (slotted or solid) and estimation of bottom sludge; and

• Any specific gauging or sampling limitations (i.e. fresh air, no roof ladder).

The gauging, temperature correction, sampling and API gravity for each Tank shall be done at the agreed time at each location by the IIC. Members of the Inventory Team may observe the gauging, sampling and measurement readings taken by the IIC. Hand gauges, temperature readings, samples (as agreed by the Inventory Team) and/or automatic gauge readings in the case of spheres will be taken at the storage Tanks, spheres and pre-loaded rail cars containing Hydrocarbon Inventory. Inventory quantity is determined by calculating total net volume in each identified Tank, including tank heels, and adjusting for free water and BS&W. The Parties shall be deemed to have accepted the accuracy of the gauging and temperature measurements of a Tank, pipeline, sphere or rail car as recorded by the IIC on the tank gauge ticket, as agreed by the Inventory Team, if the authorized representatives of PRC and Aron “sign-off” agreeing to the data recorded on the tank gauge ticket.

Tanks that have been certified will not require further testing. In the event a determination of the quality of some Products must be performed, the Inventory Team will direct that samples be obtained and tested. Samples of such Products shall be jointly taken as described in this Schedule D, and such test shall be conducted at PRC’s laboratory. Aron and PRC may witness, or assign a representative to witness, any laboratory testing. The results of the tests so run shall be binding on the Parties. All Products in the process of unit rundown or blending are deemed to be within Product specification since all Product shipped must conform to manufacturing and/or customer specifications. Adjustments in value shall be made by the Inventory Team for all Products that do not meet prevailing and common quality specifications, for example ASTM or Colonial Pipeline Product Specifications.

All Hydrocarbon Inventory measurement disputes shall be resolved by noon by the Inventory Team on the following working day (or in the case of quality disputes, promptly following receipt of test results by the Inventory Team).

(F.) GAUGING/SAMPLING PROTOCOL:

All gauging, sampling and testing related to the determination of quality and quantity of the Products in each Tank, pipeline, sphere or rail car shall be done in accordance with applicable MPMS, ASTM test methods or, if applicable, other current industry standards or procedures, or as agreed between PRC and Aron. The specific standards and procedures to be used shall be determined by the Inventory Team as soon as possible prior to the Hydrocarbon Inventory Transfer Dates.

(G.) EQUIPMENT ACCURACY:

The IIC will use measurement equipment calibrated and verified in conformance to applicable API MPMS. Records of such conformance will be provided to the Inventory Team upon request.

(H.) PRE-Hydrocarbon Inventory Transfer Dates DATE INVENTORY PROCEDURES:

Prior to the Hydrocarbon Inventory Transfer Times, PRC will make every reasonable effort to minimize active pipelines, Tanks, loading rack and dock facilities. PRC’s personnel in conjunction with the Inventory Team shall determine which Tanks may be active and inactive as of the Hydrocarbon Inventory Transfer Times. The aforementioned Inventory Schedule will take into account this determination and will provide for performing the physical inventory of both active, inactive and out of service storage tanks prior to the Hydrocarbon Inventory Transfer Times. Said Inventory Schedule will be subject to the approval of the Inventory Team.

PRC will attempt to schedule deliveries and shipments so to minimize in-transit inventory of Products, inbound shipments of Products loadings and out-bound Product shipments to customers on the Hydrocarbon Inventory Transfer Dates. This will be discussed and recorded at least 10 days prior to the Hydrocarbon Inventory Transfer Dates.

(I.) FACILITY PHYSICAL INVENTORY PROCEDURES:

1.General:

In-use Tanks with floating roofs shall contain sufficient Product to ensure the roof is not within the floating roof “critical zone.” Tanks equipped with steam coils or other means of heating Product will have the heat shut off at least one hour prior to gauging. Tank mixers shall be shut off at least six hours prior to gauging.

2. Nonmoving Tanks (Inactive Tanks) & Out of Service Tanks:

All Tanks that are “inactive,” (no movement in or out as of the Hydrocarbon Inventory Transfer Times) will be gauged and sampled prior to the Hydrocarbon Inventory Transfer Times in accordance with the Inventory Schedule. Where determined necessary by the Inventory Team, all valves in and out of the Tank will be closed and sealed at the time of gauging, otherwise the automated tank gauge readings will be used to determine if a Tank has moved The IIC will remove the car seals immediately after the Hydrocarbon Inventory Transfer Times after verifying the integrity of the Tank car seal locations and identification numbers. Any car seal location or number discrepancies

will be immediately brought to the attention of the Inventory Team. Out of service Tanks with open manways shall be verified as empty and open by the IIC.

Once inventorying operations have started, no Tank switching, changes or movements shall be made without notification to the Inventory Team. If Tank seals are broken, the Tank must be resealed when movement stops. Said Tank must then be re-gauged, re-sampled and temperature determined anew. Otherwise, it will be gauged as an Active Tank (defined below).

Inactive Tanks that are required for thermal relief of connecting pipelines will be gauged as close to the Hydrocarbon Inventory Transfer Times as possible. The automatic gauge reading will be monitored every 10 minutes for 90 minutes before and after the transfer time to confirm that there was no movement into or out of said inactive Tank. In cases where the automatic gauge readings indicate Tank movement, the Tank will be gauged as an Active Tank (defined below).

3. Moving Tanks (Active Tanks):

Any Tank that must have movements in or out (“Active Tanks”) during the physical inventory measurement process as of the Hydrocarbon Inventory Transfer Times will be manually gauged during a period in which said Tank is temporarily made inactive, as close to the Hydrocarbon Inventory Transfer Times as possible. The Tank hand gauge will be compared to the Tank automatic (i.e., “Varec”) gauge and the difference recorded for later Tank inventory adjustment.

Any Tank that will remain active during the inventory period will be measured as close to the Hydrocarbon Inventory Transfer Times as possible. The gross inventory measurement will be taken from the Tank’s automatic (e.g. “Varec”) gauge and adjusted for any volume differences identified previously between the Tank hand gauge and automatic gauge. The difference between the two measurements, in gross inches or fractions thereof, will be recorded on the Tanks’ physical inventory worksheet. The Inventory Schedule will denote such Tanks.

4. Gauging Tanks Containing Sludge:

Tanks containing sludge may be difficult to gauge accurately using an innage measurement. Tanks containing sludge shall have the liquid inventory determined by taking ullage measurements and averaging the physical measurements obtained through several of the Tank’s gauging hatches, still wells or other openings using a steel gauging tape with attached bob. As mutually agreed by the Inventory Team, several determinations will be made until an agreement in inventory levels is reached.

5. RESERVED.

6. Sampling, Testing and Retention of the Inventory Samples:

a.Intermediates and Light Oil Products:

Two one quart “running” or “all levels” samples shall be obtained from the Tank at the determination of the Inventory Team. Alternatively, composite samples of each Tank which contains liquids under normal storage conditions shall be prepared by mixing three equal volume samples (“Upper”, “Middle” and “Lower” as defined in API Chapter 8.1).

b.For any Tank(s) or vessels, for example such as LPG, that cannot be sampled in accordance with Section 6.a, the following sample process will be followed:

• Clean metal sample pressure cylinders, as supplied by PRC’s laboratory or the IIC, will be used for sampling the propane bullet Tanks and the LPG spheres.

Retain samples from all Tanks will be held for a period determined by the Inventory Team.

Tests for quality of all Products shall be in accordance with standard industry ASTM or EPA testing procedures. For all Products which are blending or in the process of unit rundown, the Parties agree that the individual Tank and Product subjected to the Inventory Schedule will ultimately be valued at the value of the intended finished Product designated for the Tank in question.

7. Measurement Process:

a.Non-pressurized Storage Tanks:

To determine the total volume in each Tank, to include Tank heels and adjusting for free water and BS&W, the following items will be measured and recorded for each atmospheric Tank by site:

• Tank location, Tank number, any Tank seal numbers and Tank type by site;

• Date and time of gauging and sampling;

• Tank contents (product/grade);

• Manual gauge in feet and inches, and fraction thereof (if a Tank is so equipped) specifying outage or innage (as defined below), and equivalent quantity in appropriate units (“Manual Gross Tank Inventory”) determined according to customary practice at the Refinery or Tank type as follows:

• Cone or external/internal floating roof Tanks: vertical distance in feet, inches and fractions thereof from Tank bottom or datum plate to the uppermost point where Product level is identified on the gauge tape, (“innage”);

• Tanks containing sludge or compromised datum plate: vertical distance in feet, inches and fractions thereof, from Tank reference point to the uppermost Product level as identified on the gauge tape (“outage”);

• Temperature readings in accordance with API Chapter 7;

• Free water level (“water cut”);

• Automatic product gauge reading measure in feet and inches, and fraction thereof, (if Tank is so equipped) specifying outage or innage, and equivalent quantity in appropriate units (“Automatic Gross Tank Inventory”); and

• Representative samples, as described in Section I.6 above, shall be drawn to determine BS&W, API gravity and any other properties as determined by the Inventory Team.

The Manual Gross Tank Inventory shall be compared to the Automatic Gross Tank Inventory taken at or about the same time. As previously specified, any significant difference in inventory measurements (such as sampling, temperature readings and manual versus automatic gauges) shall be promptly resolved to the best of their abilities by representatives of the Inventory Team at the time the measurement is taken. The final total inventory quantity so resolved will ultimately be the inventory for the specific Tank and Product being inventoried.

Using the appropriate API Measurement Table for the specific vessel and Product being inventoried, the “Net Standard Inventory” quantity, in appropriate units, shall be determined to 60 degrees Fahrenheit after deducting BS&W from the Gross Tank Inventory.

The total Hydrocarbon Inventory volume for Products in non-pressurized storage Tanks, for valuation purposes, is the Net Standard Inventory.

b.Pressurized Storage Tanks:

To determine the total volume in each Tank, to include tank heels and adjusting for free water and BS&W, the following items will be measured and recorded for each pressurized vessel and the hydrocarbon storage cavern:

• Tank location, Tank number, any Tank seal numbers and Tank type by site;

• Date and time of gauging and sampling;

• Tank contents (product/grade);

• Any Automatic Gross Tank Inventory;

• Temperature readings from the Tank’s temperature gauge according to Chapter 7 API Standard;

• Pressure reading from the Tank’s automatic pressure gauge (if available); and

• Pressure cylinders samples shall be drawn to determine the Tank contents, purity, density and any other properties as requested by the Inventory Team. The Inventory Team will determine which Products should be subjected to this step.

The total Hydrocarbon Inventory for Products in pressurized storage tanks, for valuation purposes, is the Net Standard Inventory.

c.Inventory by Product:

For each Product type, the Net Standard Inventory for each Tank which contains Product of that type, to include tank heels, will be summed to form the Hydrocarbon Inventory quantity for the particular Product being inventoried.

(J.) METER READINGS - LOADING RACKS AND PIPELINES:

1.Inactive Systems:

Meter readings shall be obtained on all inactive metered systems (tank truck rack, rail car rack and pipeline) in advance of the Hydrocarbon Inventory Transfer Times. The IIC will secure these systems by sealing same and/or inserting meter tickets in these meters to ensure that no Product is moved through these systems during the physical inventory process.

The last tickets used to record Product sales, incoming receipts, Product shipments and other Product movements will be photocopied and retained by Aron, PRC and the IIC.

2. Active Systems:

It is the intent of the Parties that there will be no active metered systems at the Hydrocarbon Inventory Transfer Times.

(K.) POST-INVENTORY PROCEDURES:

1.Both Parties’ Inventory Team representatives shall sign the work sheet/gauge ticket for each Tank inventoried, which shall include the calculation of net observed volume.

2.Similarly, the Inventory Team shall verify that all pipelines were inactive, full and pressed and free of voids at the Hydrocarbon Inventory Transfer Times and shall identify and acknowledge the last rack sale, Product shipment and Product receipt prior to the Commencement Date physical inventory.

3.An inspection shall be made to assure that all systems previously closed and sealed remained inactive during the physical inventory for the Commencement Date and that no Product movements occurred through these systems.

(L.) CALCULATION OF FINAL INVENTORY QUANTITY:

The IIC will calculate the Net Standard Inventory volume for each onsite or offsite Tank, pipeline, bullet or sphere identified in the Inventory Schedule at all locations specified in the Inventory Schedule as of the Hydrocarbon Inventory Transfer Times. The IIC’s final net inventory calculation after review by the Inventory Team will determine the total Hydrocarbon Inventory volume.

Any material with quality specifications that differ substantially from properties which are typical of that Product, as appropriate, will be dealt with separately between PRC and Aron. Products that are in the process of blending or rundown from process units are excluded from this step and are deemed in spec material.

(M.) POST-Hydrocarbon Inventory Transfer Dates STATEMENT:

After the Hydrocarbon Inventory Transfer Dates, the IIC shall promptly provide PRC and Aron with a report indicating the final Net Standard Inventory volume and qualitative test results by Tank, pipeline or sphere for all Hydrocarbon Inventory.

Upon receipt of the IIC’s final report, the Inventory Team will have a five-day review period, during which time either Party may question the calculations and/or test results and during which

time the Inventory Team will resolve all outstanding quantity and quality disputes. Upon completion of this review period, the Inventory Team will report to PRC and Aron the final Hydrocarbon Inventory volume and quality as of the Hydrocarbon Inventory Transfer Times (the “Final Inventory Quantity Report”). Aron shall use this Final Inventory Quantity Report, together with the pricing formulae set forth on Schedule C, to prepare a post-Hydrocarbon Inventory Transfer Dates statement.

SCHEDULE E

Maximum and Minimum Inventories

*****

SCHEDULE F

Roll Procedures

*****

*****

*****

*****

*****

*****

*****

Form of Daily Roll Report

*****

Form of Target Product Inventory Report

*****

SCHEDULE G

Monthly True-Up Amounts

*****

*****

*****

*****

*****

SCHEDULE H

[RESERVED]

SCHEDULE I

Settlement Dates

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

SCHEDULE J

Differentials

*****

SCHEDULE K

Notices

If to PRC, to:

PBF Holding Company LLC

1 Sylvan Way, Second Floor

Parsippany, New Jersey 07054

(973) 455-7500

General Notices

Jeff Dill    Thomas O’Connor

SVP & General Counsel    Senior Vice President, Products

(973) 455-7576    (973) 455-7545

Jeffrey.Dill@pbfenergy.comThomas.O’Connor@pbfenergy.com

John Luke    Scott Gerbman

Treasurer    Vice President, Clean Fuels

(973) 455-7518    (973) 455-8969

John.Luke@pbfenergy.comscott.gerbman@pbfenergy.com

Supply and Trading

Richard Miller    Joe Costello    

Director – Risk Management    Manager - Futures    

(973) 455-7542    (973) 455-7552    

Richard.Miller@pbfenergy.comJoe.Costello@pbfenergy.com

Inventory Accounting

Hari Singh

Director – Commercial Accounting    

(973) 254-4416

Billing

David Quackenbush    Nicholas Donovan    

Director – Billing & Inventory    Billing Specialist    

(973) 455-8952    (973) 254-4493

David.Quackenbush@pbfenergy.comNicholas.Donovan@pbfenergy.com

Payments

Danielle Washington    Carol Morrison    

Treasury Analyst    Treasury Analyst    

(973) 455-7558    (973) 455-7536    

Danielle.Washington@pbfenergy.comCarol.Morrison@pbfenergy.com

If to Aron, to:
Trading and Sales: Simon Collier 200 West Street New York N.Y. 10282 (212) 902 0776 Simon.Collier@gs.com	Chrissy Benson 200 West Street New York N.Y. 10282 (212) 902 0776 Christine.Benson@gs.com
Scheduling Jim Brush 200 West Street New York N.Y. 10282 Direct: (212) 902 9874 Hotline: (212) 902 7349 Fax: (212) 493 9847 ficc-jaron-oilops@ny.email.gs.com		Lindsey McInally 200 West Street New York N.Y. 10282 Direct: (212) 902 0506 Hotline: (212) 902 7349 Fax: (212) 493 9847 ficc-jaron-oilops@ny.email.gs.com
Confirmations:
Primary: Chris Chapman 200 West Street New York N.Y. 10282 Tel.: (917) 343 6193Fax: (212) 493 9846 gs-commod-ny-phys@ny.email.gs.com		Alternate: Joo Hyung Chae 200 West Street New York N.Y. 10282 Tel.: (212) 902 5916 Fax: (212) 493 9846 gs-commod-ny-phys@ny.email.gs.com

Payments/Invoicing/Statements:
Primary: Kevin McLean 200 West StreetNew York N.Y. 10282 Tel: (212) 357 4381 Fax: (646) 835 8748 ficc-struct-sett@ny.email.gs.com	Alternate: Kate Kim 200 West StreetNew York N.Y. 10282 Tel: (917) 343 8269 Fax: (646) 835 8748 ficc-struct-sett@ny.email.gs.com
Alternate: Jeff Fernandez 200 West StreetNew York N.Y. 10282 Tel: (917) 343 1535 Jeffrey.Fernandez@gs.com	Alternate: Kristen O’Neill 200 West StreetNew York N.Y. 10282 Tel: (212) 357 3642 Kristen.ONeill@gs.com
General Notices:
John Thomas 200 West Street New York N.Y. 10282 Tel: (212) 902 1806 Fax: (212) 855 0667 John.Thomas@gs.com

SCHEDULE L

FIFO Balance Final Settlements

*****

SCHEDULE M

*****

SCHEDULE N
DIFFERENTIAL ADJUSTMENT DETERMINATION PROCEDURES

*****

*****

2

NY2-747883

*****

3

NY2-747883

*****

4

NY2-747883

*****

5

NY2-747883

*****

6

NY2-747883

SCHEDULE O
REFERENCE CONTRACT CHANGE PROCEDURES

*****

*****

2

NY2-747883

*****

3

NY2-747883

*****

4

NY2-747883

*****

.

5

NY2-747883

SCHEDULE PLONG-DATED AGREED VOLUMES

*****

*****

2

NY2-747883

EXHIBIT 1

STEP-IN BILL OF SALE

THIS BILL OF SALE (this “Instrument”) is made and delivered as of this 2nd day of July 2013, by PBF Holding Company LLC (“PBFH”) and, jointly and severally with its wholly-owned subsidiary, Paulsboro Refining Company LLC, both Delaware limited liability companies (“PRCLLC” and collectively with PBFH, “PRC”) to J. Aron & Company, a general partnership formed under the laws of New York (“Aron”).

WHEREAS, PRC and Aron are parties to that certain Inventory Intermediation Agreement, dated as of June 26, 2013, as from time to time amended (the “Agreement”) (unless otherwise provided, terms defined in the Agreement shall have the same meanings when used herein); and

WHEREAS, it is a condition (among other things) to the respective obligations of the parties under the Agreement that PRC sell to Aron, and Aron purchase from PRC, the Initial Inventory; and

WHEREAS, the parties are executing this Instrument to evidence such sale and purchase;

NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged:

PRC does hereby fully and forever GRANT, TRANSFER, CONVEY, ASSIGN and DELIVER to Aron all of PRC’s right, title and interest in and to all of the Products constituting the Initial Inventory, to have and to hold such Products, all and singular, unto Aron and its successors and assigns forever, subject to the terms and conditions of the Agreement.

PRC represents and warrants that it has good and marketable title to the Products constituting the Initial Inventory, and that such Products are free and clear of any Liens (other than inchoate tax Liens), and that it has full right and authority to transfer such title and effect delivery of such Products to Aron.

EXCEPT FOR THE WARRANTY OF TITLE HEREIN, THE PARTY SELLING PRODUCTS HEREUNDER MAKES NO WARRANTY, CONDITION OR OTHER REPRESENTATION, WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS OR SUITABILITY OF THE PRODUCTS FOR ANY PARTICULAR PURPOSE OR OTHERWISE.

PRC and Aron acknowledge that the amount and manner of payment of the purchase price for the Initial Inventory is provided for in, and shall be determined and made in accordance with, the Agreement.

PRC covenants and agrees to warrant and defend the sale, transfer, assignment, conveyance, grant and delivery of the Products constituting the Initial Inventory against all persons whomsoever, and to take all steps reasonably necessary to establish the record of Aron’s title thereto, in each case, as transferred pursuant to this Instrument and the terms and conditions of the Agreement and, at the

request of Aron, to execute and deliver such further documents and instruments of transfer and assignment and to do such other acts and things as Aron may reasonably request in order to more fully effect the transfer of title of the Products constituting the Initial Inventory and to more fully effect the purposes of this Instrument and the Agreement.

Aron and PRC each acknowledge and agree that the transfer of the Products constituting the Initial Inventory pursuant to this Instrument will be deemed to occur immediately upon the delivery of this Instrument to Aron on the terms of and subject to the conditions set forth in the Agreement.

The parties acknowledge and agree that the representations, warranties, covenants, agreements and indemnities contained in the Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Agreement and the terms hereof, the terms of the Agreement shall govern.

THIS INSTRUMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE PRINCIPLES OF CONFLICT OF LAWS OR ANY OTHER PRINCIPLE THAT COULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

[Signature page follows]

2

NY2-747883

IN WITNESS WHEREOF, this Instrument is duly executed and delivered to be effective as of the date first written above.

PBF Holding Company LLC

By:/s/ Thomas O'Connor

Name:Thomas O'Connor

Title:    Senior Vice President

Paulsboro Refining Company LLC

By:/s/ Thomas O'Connor

Name:Thomas O'Connor

Title:    Senior Vice President

Agreed:

J. Aron & Company

By:

Name:

Title:

EXHIBIT 2

STEP-OUT BILL OF SALE

THIS BILL OF SALE (this “Instrument”) is made and delivered as of this [ ] day of [ ], by J. Aron & Company, a general partnership formed under the laws of New York (“Aron”) to PBF Holding Company LLC (“PBFH”) and, jointly and severally with its wholly-owned subsidiary, Paulsboro Refining Company LLC, both Delaware limited liability companies (“PRCLLC” and collectively with PBFH, “PRC”).

WHEREAS, PRC and Aron are parties to that certain Inventory Intermediation Agreement, dated as of June 26, 2013, as from time to time amended (the “Agreement”) (unless otherwise provided, terms defined in the Agreement shall have the same meanings when used herein); and

WHEREAS, in accordance with Section 3.8 of the Agreement, the Step-out Date is to occur on the date hereof and on such date Aron is to sell to PRC, and PRC is to purchase from Aron, the Step-out Inventory; and

WHEREAS, the parties are executing this Instrument to evidence such sale and purchase;

NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged:

Aron does hereby fully and forever GRANT, TRANSFER, CONVEY, ASSIGN and DELIVER to PRC all of Aron’s right, title and interest in and to all of the Products constituting the Step-out Inventory, to have and to hold such Products, all and singular, unto PRC and its successors and assigns forever, subject to the terms and conditions of the Agreement.

Aron represents and warrants that it has good and marketable title to the Products constituting the Step-out Inventory, and that such Products are free and clear of any Liens (other than inchoate tax Liens), and that it has full right and authority to transfer such title and effect delivery of such Products to PRC.

EXCEPT FOR THE WARRANTY OF TITLE HEREIN, THE PARTY SELLING PRODUCTS HEREUNDER MAKES NO WARRANTY, CONDITION OR OTHER REPRESENTATION, WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS OR SUITABILITY OF THE PRODUCTS FOR ANY PARTICULAR PURPOSE OR OTHERWISE.

PRC and Aron acknowledge that the amount and manner of payment of the purchase price for the Step-out Inventory is provided for in, and shall be determined and made in accordance with, the Agreement.

Aron covenants and agrees to warrant and defend the sale, transfer, assignment, conveyance, grant and delivery of the Products constituting the Step-out Inventory against all persons whomsoever, and to take all steps reasonably necessary to establish the record of PRC’s title thereto, in each case, as transferred pursuant to this Instrument and the terms and conditions of the Agreement and, at the

request of PRC, to execute and deliver such further documents and instruments of transfer and assignment and to do such other acts and things as PRC may reasonably request in order to more fully effect the transfer of title of the Products constituting the Step-out Inventory and to more fully effect the purposes of this Instrument and the Agreement.

Aron and PRC each acknowledge and agree that the transfer of the Products constituting the Step-out Inventory pursuant to this Instrument will be deemed to occur immediately upon the delivery of this Instrument to PRC on the terms of and subject to the conditions set forth in the Agreement.

The parties acknowledge and agree that the representations, warranties, covenants, agreements and indemnities contained in the Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Agreement and the terms hereof, the terms of the Agreement shall govern.

THIS INSTRUMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE PRINCIPLES OF CONFLICT OF LAWS OR ANY OTHER PRINCIPLE THAT COULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

[Signature page follows]

2

NY2-747883

IN WITNESS WHEREOF, this Instrument is duly executed and delivered to be effective as of the date first written above.

J. Aron & Company

By:/s/ Simon Collier

Name: Simon Collier

Title:    Attorney-in-fact

Agreed:

PBF Holding Company LLC

By:/s/ Thomas O'Connor

Name:Thomas O'Connor

Title:    Senior Vice President

Paulsboro Refining Company LLC

By:/s/ Thomas O'Connor

Name:Thomas O'Connor

Title:    Senior Vice President

EXHIBIT 3

Form of Daily and End of Month Inventory Report of “Outright” Tank Inventories

*****

*****

*****

*****

EX-10.10

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERIKS (*****).

AMENDED AND RESTATED INVENTORY INTERMEDIATION AGREEMENT

between

J. ARON & COMPANY

and

PBF HOLDING COMPANY LLC and DELAWARE CITY REFINING COMPANY LLC

Dated as of May 29, 2015

Table of Contents

Page

1.DEFINITIONS & CONSTRUCTION    1

2.TERM & EARLY TERMINATION    21

3.SALE OF INITIAL INVENTORY AND REPURCHASE OF ENDING INVENTORY    26

4.TARGET PRODUCT INVENTORY LEVELS; APPLICABLE SPREADS    32

5.ADDITIONAL INCLUDED LOCATIONS    36

6.PRODUCT SALES & REPORTING    37

7.PRODUCT SPECIFICATIONS, QUALITY & BLENDING    40

8.TITLE, RISK OF LOSS & CUSTODY    41

9.STORAGE    42

10.CERTAIN REPRESENTATIONS    47

11.WARRANTIES    48

12.PRICING & PAYMENT    48

13.FINANCIAL INFORMATION; NOTIFICATIONS; CREDIT SUPPORT    51

14.TAXES    53

15.INSURANCE    54

16.FORCE MAJEURE    56

17.REPRESENTATIONS, WARRANTIES & COVENANTS    56

18.TERMINATION EVENTS, DEFAULT & EARLY TERMINATION    60

19.INDEMNIFICATION & CLAIMS    68

20.LIMITATION ON DAMAGES    70

21.INFORMATION & INSPECTION RIGHTS    70

22.GOVERNING LAW & DISPUTES    71

i

Table of Contents
(cont’d)

Page

23.ASSIGNMENT    74

24.NOTICES    75

25.NATURE OF THE TRANSACTION & RELATIONSHIP OF THE PARTIES    76

26.CONFIDENTIALITY    76

27.CHANGE IN LAW    77

28.MISCELLANEOUS    78

Schedules

Schedule A – Products List

Schedule B – Tank List

Schedule C – Product Benchmarks

Schedule D – Measurement Procedures

Schedule E – Maximum and Minimum Inventories

Schedule F – Roll Procedures

Schedule G – Monthly True-Up Amounts

Schedule H – [Reserved]

Schedule I – Settlement Dates

Schedule J – Differentials

Schedule K – Notices

Schedule L – FIFO Balance Final Settlements

Schedule M – Specified Unwind Costs and Inventory Internediation Roll Fees Example Calculation

Schedule N – Deferral Adjustment Determination Procedures

Schedule O – Reference Contract Change Procedures

Schedule P – Certain Additional Procedures for Reference Contract Changes

ii

Table of Contents
(cont’d)

Page

Exhibits

Exhibit 1 – Step-in Bill of Sale

Exhibit 2 – Step-out Bill of Sale

Exhibit 3 – Daily and End of Month Inventory Report

iii

AMENDED AND RESTATED INVENTORY INTERMEDIATION AGREEMENT

This Amended and Restated Inventory Intermediation Agreement entered into on May 29, 2015, and effective as provided in Section 2 below, is between (i) J. Aron & Company, a New York general partnership 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”).

WHEREAS, DCR owns and operates a refinery located in Delaware City, Delaware (the “Refinery”) that processes and refines crude oil and other petroleum feedstocks to produce refined products;

WHEREAS, the Parties originally entered into an Inventory Intermediation Agreement, dated as of June 26, 2013, providing for (i) DCR sell to Aron, and Aron purchase from DCR (and thereafter that Aron sell to DCR, and DCR purchase from Aron), the refined products specified on Schedule A (the “Products”) and (ii) DCR to provide to Aron, and Aron to accept from DCR, certain Services associated with the above-referenced purchases and sales of Products, in each case upon the terms and conditions set forth therein (as from time to time amended prior to the date hereof, the “Original Agreement”); and

WHEREAS, the Parties wish to make further amendments to and extend the term of the Original Agreement by amending and restating the Original Agreement in its entirety as hereinafter set forth herein;

NOW, THEREFORE, in consideration of the premises and the conditions, terms and agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Aron and DCR hereby agree that the Original Agreement is hereby amended and restated in its entirety as of the date hereof as follows:

1. DEFINITIONS & CONSTRUCTION

1.1 Definitions. For purposes of this Agreement, including the foregoing recitals, the following terms shall have the meanings indicated below.

“AAA” has the meaning given in Section 22.4.

“AAA Rules” has the meaning given in Section 22.4.

“Acceptable Credit Support” means (i) cash collateral in U.S. Dollars, (ii) a letter of credit issued by an Acceptable Letter of Credit Issuer or (iii) any other cash collateral or credit support reasonably acceptable to Aron.

“Acceptable Letter of Credit Issuer” means a major U.S. commercial bank or a U.S. branch of a foreign bank which, at all times: (i) (a) satisfies all regulatory capital requirements applicable to it (including any individual regulatory capital requirements); (b) is “well capitalized” within the meaning of Section 38 of the Federal Deposit Insurance Act, as amended, or any successor statute, and any applicable regulations thereunder; and (c) has a senior unsecured credit rating of at least “A-” (or its then-current equivalent) by Standard & Poor’s Ratings Service (or any successor rating agency thereto) and at least “A3” (or its then-current equivalent) by Moody’s Investors Service, Inc. (or any successor rating agency thereto); or (ii) is otherwise reasonably acceptable to the Parties.

“Accepted Industry Practice” means those practices, methods, specifications and standards of safety and performance, as the same may be changed from time to time, as are commonly used in the operation and maintenance of refineries similar to the Refinery. “Accepted Industry Practice” contemplates the exercise of that degree of skill, care, diligence, prudence and foresight that would reasonably and ordinarily be expected under similar circumstances in the refining industry in the same type of undertaking under the same or similar circumstances. “Accepted Industry Practice” does not necessarily mean one particular practice, method, specification or standard in all cases, but is instead intended to encompass a broad range of acceptable practices, methods, specifications and standards.

“Actual Initial Inventory” has the meaning specified in Section 3.4.

“ActualInitial InventoryPurchase Price” has the meaning specified in Section 3.5.

“Actual Maximum Step-in Value” means the sum of, for each Product Group, the product of (i) the Actual Step-in Product Benchmark and (ii) the Maximum Inventory for such Product Group.

“Actual Setup Fee” has the meaning specified in Section 3.7.1.

2

“Actual Step-in Product Benchmark” has the meaning specified in the definition of “Product Benchmarks.”

“Actual Step-out Inventory” has the meaning specified in Section 3.8.3.

“Actual Step-out Inventory Purchase Price” has the meaning specified in Section 3.8.2.

“Actual Step-out Product Benchmark” has the meaning specified in the definition of “Product Benchmarks.”

“Additional Termination Event” means any of the events or circumstances specified as such in Section 18.2.

“Adversely Affected Party” has the meaning specified in Section 27.1.

“Adversely Tax Affected Party” has the meaning specified in Section 27.2.

“Affected Party” has the meaning specified in Section 18.2.

“Affiliate” means, in relation to either Party, any person controlled, directly or indirectly, by such Party, any person that controls, directly or indirectly, such Party, or any person, directly or indirectly, under common control with such Party. For purposes of this definition, “control” of any person or Party means ownership of a majority of the issued shares or voting power or control in fact of the person or Party.

“Aggregate Monthly Product True-Up Amount” has the meaning set forth on Schedule G.

“Agreement” or “this Agreement” means this Amended and Restated Inventory Intermediation Agreement and all Exhibits and Schedules hereto, which are incorporated herein, as may be amended, modified or supplemented from time to time in accordance with the terms hereof.

“Ancillary Costs” means all actual costs and expenses incurred as a result of the purchase, sale, storage, receipt, delivery, handling, loading, discharge, movement and blending of Products at the Refinery, the Tanks or any other Included Location pursuant to the terms and conditions of this Agreement, and all Taxes and charges imposed by any Governmental Authority on such costs and expenses. Notwithstanding the foregoing or any other terms or conditions in this Agreement or any other Transaction Document to the contrary, “Ancillary Costs” shall not include (i) Aron’s hedging costs, including those arising out of or related to the Aron Hedges, in connection with this Agreement or the transactions contemplated hereby (but such exclusion shall not affect the manner in which Specified Unwind Costs are otherwise addressed under the express terms and conditions of Section 3.8 or Section 18), (ii) any costs and expenses of any Independent Inspector or auditor used by Aron, (iii) either Party’s insurance expenses and (iv) any Excluded Taxes.

3

“API” means the American Petroleum Institute.

“Applicable Law” means (i) any law, statute, regulation, code, ordinance, license, decision, order, writ, injunction, directive, judgment, policy, decree or any judicial or administrative interpretations thereof, (ii) any agreement, concession or arrangement with any Governmental Authority and (iii) any license, permit or compliance requirement, including under any Environmental Law, in each case as may be applicable to either Party or either Party’s performance under this Agreement.

“Applicable Margin” has the meaning specified in the Fee Letter.

“Aron” has the meaning specified in the recitals hereto.

“Aron Hedges” means any transactions entered into by Aron with any person other than DCR or any of its Affiliates from time to time, including to hedge Aron’s exposure resulting from this Agreement, the Related Agreement or the Transaction Documents and Aron’s rights and obligations hereunder or thereunder.

“Aron Inventory” means the Products that Aron purchases from DCR under this Agreement and that Aron owns at the time in question.

“ASTM” means the American Society for Testing and Materials.

“Backup Certificate” has the meaning specified in Section 6.6.

“Bankrupt” means, with respect to a Party or its Guarantor, as the case may be, or in the case of DCR, PBF, that such person: (i) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (ii) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (iii) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (iv) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and such proceeding is not stayed or dismissed within 30 days; (v) passes a resolution for its winding-up, official management or liquidation, other than pursuant to a consolidation, amalgamation or merger; (vi) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for all or substantially all of its assets; (vii) files an answer or other pleading admitting or failing to contest the allegations of a petition filed against it in any proceeding of the foregoing nature; (viii) causes or is subject to any event with respect to it which, under Applicable Law, has an analogous effect to any of the events specified in clauses (i) to (vii) (inclusive); or (ix) takes any action in furtherance of, or indicating its consent to, approval of or acquiescence in, any of the foregoing events. The term “acquiescence,” as used in clause (ix) of this definition, means, as applicable, the failure to file a petition or motion to vacate or

4

discharge a judicial order, judgment or decree applicable to any of the foregoing events within 30 days after entry of the same, or, as to other matters, that the applicable person’s board of directors (or similar governing body) authorizes the taking of the actions giving rise to such events.

“Bankruptcy Code” means the United States Bankruptcy Code, 11 U.S.C. §§ 101 et. seq.

“Bridging Agreement” means that certain Bridging Agreement dated as of the date of the Original Agreement by and between Aron, PBFH, PRCLLC and DCRC.

“Business Day” means a day on which banks are open for general commercial business in New York, New York; provided, however, that, solely for purposes of any pricing calculations or other purposes requiring quotes published by the NYMEX, “Business Day” means any day on which the NYMEX is open for trading.

“Change in Law” means the occurrence, after the Effective Date, of any of the following: (i) the adoption or taking into effect of any Applicable Law, (ii) any change in Applicable Law or in the administration, interpretation or application thereof by any Governmental Authority or (iii) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided, that, notwithstanding anything herein to the contrary, (a) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder issued in connection therewith or in implementation thereof and (b) all requests, rules, guidelines and directives promulgated pursuant to Basel III by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities shall not be deemed to be a “Change in Law,” regardless of the date enacted, adopted, issued or implemented.

“Change in Law Notice” has the meaning specified in Section 27.1.

“Change in Tax Law Notice” has the meaning specified in Section 27.2.

“Change of Control” shall be deemed to have occurred upon:

(a) PBFH at any time ceases to own, directly or indirectly, 100% of the Equity Interests of PRCLLC, TRC or DCRC, other than a sale of TRC or PRCLLC expressly permitted pursuant to Section 6.06(a) of the Revolving Credit Agreement;

(b) the occurrence of both (A) the consummation of any transaction (including any merger or consolidation) the result of which is that any “person” (as such term is used in Section 13(d)(3) of the Exchange Act), other than one or more of the Permitted Holders, becomes the “beneficial owner” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly through one or more intermediaries, of more than 50% of the voting power of the outstanding Voting

5

Stock of PBFH or any of its direct or indirect parent companies holding directly or indirectly 100% of the total voting power of the Voting Stock of PBFH and (B) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of PBFH (together with any new directors whose election to such Board of Directors or whose nomination for election was approved by a vote of a majority of the members of the Board of Directors of PBFH, which members comprising such majority are then still in office and were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of PBFH; or

(c) the consummation of a change of control under any Material Indebtedness;

provided, however, that a transaction in which PBFH becomes a Subsidiary of another Person (other than a Person that is an individual) shall not constitute a Change in Control if (i) the members of PBFH immediately prior to such transaction become the “beneficial owner” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly through one or more intermediaries, of more than 50% of the voting power of the outstanding Voting Stock of PBFH or any of its direct or indirect parent companies holding directly or indirectly 100% of the total voting power of the Voting Stock of PBFH.

“Commencement Date” means 12:00:01 a.m. EPT on July 2, 2013.

“Commingled Quantities” has the meaning specified in Section 6.4.4.

“Confidential Information” has the meaning specified in Section 26.1.

“Confidentiality Agreement” has the meaning specified in Section 26.1.

“Consequential Steps” has the meaning specified in Section 27.1.

“Consequential Tax Steps” has the meaning specified in Section 27.2.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract or otherwise, and the terms “Controlling” and “Controlled” shall have meanings correlative thereto.

“Controlled Investment Affiliate” shall mean, as to any person, any other person which directly or indirectly is in Control of, is Controlled by, or is under common Control with, such person and is organized by such person (or any person Controlling such person) primarily for making equity or debt investments in PBFH or other portfolio companies.

“Corresponding Futures” means, *****.

6

“Credit Agreement” means (i) any present or future material extension of credit for borrowed money, credit facility, guaranty, loan or indenture to or for DCR, (ii) any material obligation of DCR (whether present or future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money, or any guaranty of DCR’s obligations with any bank, financial or lending institution, bond or note issuer, indenture trustee, guarantor, underwriter or any other similar person, in each case, in respect of indebtedness for borrowed money in an outstanding amount in excess of $60,000,000 and (iii) the Revolving Credit Agreement.

“Daily Net Volume” has the meaning specified in Section 12.1.1.

“Daily Report of Inventory Volumes” has the meaning specified in Section 6.3.

“DCR” has the meaning specified in the recitals hereto.

“DCRC” has the meaning specified in the recitals hereto.

“Default Early Termination Margin” has the meaning specified in the Fee Letter.

“Defaulting Party” has the meaning specified in Section 18.3.

“Delaware Tax Change in Law” has the meaning specified in Section 27.2.

“Designated Affiliate” means, in the case of Aron: Goldman, Sachs & Co; and, in the case of DCR: PBFH and PBF.

“Differential” means, for each Product Benchmark, the amount added to or subtracted from the reference pricing source to determine such Product Benchmark. The Differentials applicable during the Term, as shall be set forth on Schedule J, may be adjusted from time to time pursuant to Section 4.3.

“Differential Adjustment Amount” has the meaning specified on Schedule N.

“Differential Adjustment Month” means a Scheduled Differential Adjustment Month, a RC Differential Adjustment Month or an Optional Differential Adjustment Month.

“Early Termination Date” has the meaning specified in Section 18.3.3.

“Early Termination Fee” has the meaning specified in Section 3.8.8.

“Early Termination Margin” has the meaning specified in the Fee Letter.

“Effective Date” has the meaning specified in the Original Agreement.

“Environmental Law” means any law or policy, judicial or administrative interpretation thereof or any legally binding requirement that governs or purports to

7

govern the protection of persons, natural resources or the environment (including the protection of ambient air, surface water, groundwater, land surface or subsurface strata, endangered species or wetlands), occupational health and safety and the manufacture, processing, distribution, use, generation, handling, treatment, storage, disposal, transportation, release or management of solid waste, industrial waste or hazardous substances or materials.

“EPA” means the United States Environmental Protection Agency.

“EPT” means Eastern Prevailing Time.

“Equity Interest” shall mean, with respect to any person, any and all shares, interests, participations or other equivalents, including membership interests (however designated, whether voting or nonvoting), of equity of such person, including, if such person is a partnership, partnership interests (whether general or limited) and any other interest or participation that confers on a person the right to receive a share of the profits and losses of, or distributions of property of, such partnership, whether outstanding on the date hereof or issued hereafter, but excluding debt securities convertible or exchangeable into such equity.

“Equity Investors” shall mean Sponsor, its Controlled Investment Affiliates (other than PBFH and its Subsidiaries) and one or more other investors (which other investors are reasonably satisfactory to Aron).

“Estimated Initial Inventory” has the meaning specified in Section 3.1.

“Estimated Initial Inventory Purchase Price” has the meaning specified in Section 3.2.

“Estimated Step-in Product Benchmark” has the meaning specified in the definition of “Product Benchmarks.”

“Estimated Step-out Inventory” has the meaning specified in Section 3.8.2.

“Estimated Step-out Inventory Purchase Price” has the meaning specified in Section 3.8.2.

“Estimated Step-out Payment Amount” has the meaning specified in Section 3.8.5.

“Estimated Step-out Product Benchmark” has the meaning specified in the definition of “Product Benchmarks.”

“Event of Default” means any of the events or circumstances specified as such in Section 18.1.

8

“Excess Inventory Level” means a Target Product Inventory designated by DCR for any Product Group as of the last day of any whole or partial month that exceeds the Maximum Inventory as set forth on Schedule E for such Product Group.

“Excess Quantities” means any quantities of the relevant Product Group that exceed the Maximum Inventory (as may be adjusted pursuant to Section 6.4) for such Product Group.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Taxes” means (i) any tax imposed on or measured by net profits or gross or net income (excluding, for the avoidance of doubt, any transaction taxes such as sales, use or similar taxes that are based upon gross revenues received only from the sale of Products pursuant to the terms and conditions of this Agreement, except for any Excluded Taxes of the type set forth in clause (ii)), (ii) any gross receipts tax pursuant to Title 30 of the Delaware Code as in effect from time to time, or any similar taxes such as any taxes imposed on or measured by gross earnings, gross receipts or similar taxes that are based upon gross receipts, gross earnings or gross revenues as set forth in Section 14.2; (iii) any tax measured by capital value or net worth, whether denominated as franchise taxes, doing business taxes, capital stock taxes or the like; (iv) business license or franchise taxes or registration fees; (v) any tax incurred by a Party for activities not required to be undertaken pursuant to the express terms and conditions of this Agreement; or (vi) in the case of Aron, any taxes imposed with respect to any transactions that are not Specified Transactions.

“Facility” has the meaning specified in Section 9.7.1.

“Fee Letter” means that certain letter agreement between Aron and PBFH, dated of even date herewith, pursuant to which the Parties have set forth the amounts relating to certain fees payable hereunder.

“Final Inventory Quantity Report” has the specified in Schedule D.

“Force Majeure Event” means any cause or event reasonably beyond the control of a Party, including fires, earthquakes, lightning, floods, explosions, storms, adverse weather, landslides and other acts of natural calamity or acts of God; navigational accidents or maritime peril; vessel damage or loss; strikes, grievances, actions by or among workers or lock-outs, whether or not such labor difficulty could be settled by acceding to any demands of any such labor group; accidents at, closing of or restrictions upon the use of mooring facilities, docks, ports, pipelines, harbors, railroads or other navigational or transportation mechanisms; disruption or breakdown of or explosions or accidents to wells, storage plants, refineries, terminals, machinery or other facilities; acts of war, hostilities (whether declared or undeclared), civil commotion, embargoes, blockades, terrorism, sabotage or acts of the public enemy; any act or omission of any Governmental Authority; good faith compliance with any order, request or directive of any Governmental Authority; curtailment,

9

interference, failure or cessation of supplies reasonably beyond the control of a Party; or any other cause reasonably beyond the control of a Party, whether similar or dissimilar to those above and whether foreseeable or unforeseeable, which, by the exercise of due diligence, such Party could not have avoided or overcome.

“Governmental Authority” means any federal, state or local governmental body, agency, instrumentality, authority or person established or controlled by a government or subdivision thereof, including any legislative, administrative or judicial body or any person purporting to act therefor, port authority or any stock or commodity exchange or similar self-regulatory body or supervisory authority having appropriate jurisdiction.

“Guarantor” means, as to DCR, each of TRC and PRCLLC, and as to Aron, The Goldman Sachs Group, Inc.

“Guaranty” means as to DCR, that certain Guaranty Agreement dated as of the Effective Date made by TRC and PRCLLC in favor of Aron, and as to Aron, that certain Guaranty dated as of the Effective Date made by The Goldman Sachs Group, Inc. in favor of PBFH and DCRC.

“Hazardous Substances” means any explosive or radioactive substances or wastes and any toxic or hazardous substances, materials, wastes, contaminants or pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances defined or listed as “hazardous substances,” “hazardous materials,” “hazardous wastes” or “toxic substances” (or similarly identified), regulated under or forming the basis for liability under any applicable Environmental Law.

“ICE” means the U.S. and European futures exchanges operated by ICE Futures U.S., Inc. and ICE Futures Europe.

“Included Locations” means (i) the Tanks and (ii) any other storage location that the Parties hereafter mutually agree shall be an Included Location pursuant to Section 4.6.

“Indemnified Party” has the meaning specified in Section 19.3.

“Indemnifying Party” has the meaning specified in Section 19.3.

“Independent Inspector” means a U.S. Customs & Border Protection bonded, ISO-accredited, independent person acceptable to both Parties that performs sampling, quality analysis and quantity determinations of the Products purchased by a Party under this Agreement.

10

“Initial Inventory” means, for each Product Group, the total volumes of Products in such Product Group located in situ in the Included Locations to be sold by DCR to Aron pursuant to this Agreement as of the Commencement Date (but not including any then-existing Excess Quantities).

“Initial Purchase True-Up Date” has the meaning specified in Section 3.6.

“Initial Term” has the meaning specified in Section 2.1.

“Intercreditor Agreement” means that certain Intercreditor Agreement dated as of the Effective Date by and among Aron, UBS AG, Stamford Branch, PBFH, DCRC, PRCLLC, TRC and the other parties thereto.

“Interim Net Payment Amount” has the meaning specified in Section 12.1.2.

“Inventory Intermediation Roll Fee” has the meaning specified on Schedule G.

“Inventory Volumes” has the meaning specified in Section 6.3.

“Liabilities” means any and all claims, demands, suits, losses, expenses, damages, charges, fines, penalties, assessments, interest and costs of any kind (including reasonable out-of-pocket, documented attorneys’ fees, court costs and other disbursements), causes of action and liabilities of every type and character, including personal injury or death to any person or loss or damage to any personal or real property, and any liabilities directly or indirectly arising out of or related to any suit, proceeding, judgment, settlement or judicial or administrative order and any liabilities with respect to Environmental Laws.

“LIBOR” means, as of the date of any determination, the London Interbank Offered Rate for three-month U.S. dollar deposits appearing on Page 3750 of the Telerate screen (or any successor page) at approximately 11:00 a.m. (London time). If such rate does not appear on Page 3750 of the Telerate screen (or otherwise on such screen or its successor), LIBOR shall be determined by reference to such other comparable publicly available service for displaying eurodollar rates as the Parties, acting reasonably, select. LIBOR shall be established on the last Business Day of a calendar quarter and shall be in effect for the following three months in the next calendar quarter.

“Lien” means any lien, pledge, mortgage, claim, charge, encumbrance or other security interest of any nature whatsoever that, in each case, secures any obligation of any person or any other agreement or arrangement having a substantially similar effect.

“Material Adverse Change” means, (i) as to DCR or its Guarantor, that Aron shall have reasonable grounds for insecurity with respect to DCR’s ability to perform all of its current and future obligations (whether actual or contingent) under this

11

Agreement or the other Transaction Documents or its Guarantor’s ability to perform all of its current and future obligations (whether actual or contingent) under its Guaranty and (ii) as to Aron or its Guarantor, *****; provided, however, that none of the following shall constitute a “Material Adverse Change”: any condition, circumstance, event, change or effect or combination thereof (1) arising from or relating to changes of laws that are not specific to the business of DCR or its Guarantor or Aron or its Guarantor, as applicable or markets in which DCR or its Guarantor or Aron or its Guarantor, as applicable, operates; (2) arising from or relating to the transactions contemplated by this Agreement or the taking of any action in accordance with this Agreement; (3) arising from or relating to changes in economic, political or regulatory conditions generally affecting the U.S. economy as a whole, except to the extent such change has a disproportionate effect on DCR or its Guarantor or Aron or its Guarantor, as applicable, relative to other industry participants; (4) arising from or relating to changes in financial, banking or securities markets generally affecting the U.S. economy as a whole (including any disruption of any of the foregoing markets, any change in currency exchange rates, any decline in the price of any security or any market index and any increased cost of capital or pricing related to any financing), except to the extent such change has a disproportionate effect on DCR or its Guarantor or Aron or its Guarantor, as applicable, relative to other industry participants; and (5) arising from or relating to, or effects of, any seasonal fluctuations in the business of DCR or its Guarantor or Aron or its Guarantor, as applicable, except to the extent such change has a disproportionate effect on DCR or its Guarantor or Aron or its Guarantor, as applicable, relative to other industry participants.

“Material Indebtedness” shall have the meaning specified in the Revolving Credit Agreement.

“Maximum Inventory” means, for each Product Group, the aggregate number of barrels indicated on Schedule E (except as otherwise provided in Section 6.4).

“Minimum Inventory” means, for each Product Group, the aggregate number of barrels indicated on Schedule E.

“Monthly Average Daily Product Inventory” means, for each Product Group during any whole or partial month, the average of the Inventory Volumes for each day in such whole or partial month; provided that if the average so determined is less than the applicable Minimum Inventory for such Product Group, the Monthly Average Daily Product Inventory for such Product Group shall be deemed to be equal to the Minimum Inventory for such Product Group.

“Monthly Ending Product Inventory” means the aggregate volume of each Product Group, subject to any Maximum Inventory as applicable hereunder, owned by Aron and held in the Included Locations at 11:59:59 p.m. EPT on the last day of each whole or partial month during the Term, as determined by DCR as of such time

12

pursuant to Section 6.3 with regard to the Products in the Included Locations, such aggregate volume being the volume of the Aron Inventory as of such time.

“Monthly Product Benchmark” has the meaning specified in the definition of “Product Benchmarks.”

“Monthly True-Up Payment” has the meaning specified in Section 12.5.

“Monthly True-Up Statement” means a statement showing the net Monthly True-Up Payment for the associated month, together with appropriate supporting documentation.

“MSCG” means Morgan Stanley Capital Group Inc. (or one of its Affiliates or its other designee).

“Non-Affected Party” has the meaning specified in Section 27.1.

“Non-Performing Party” means either the Affected Party or the Defaulting Party.

“NYMEX” means the New York Mercantile Exchange.

“Optional Differential Adjustment Month” has the meaning specified in 4.3.3.

“Outside Activities” has the meaning specified in Section 17.4.

“Party” and “Parties” have the meanings specified in the recitals hereto.

“Payment Direction Letter” means that certain letter agreement dated as of the Effective Date regarding “Payment Direction Instruction Regarding Inventory Sale Agreement” by and among PBFH, MSCG and Aron.

“PBF” means PBF Energy Inc.

“PBFH” has the meaning specified in the recitals hereto.

“Performing Party” has the meaning specified in Section 18.3.

“Permitted Holders” shall mean each of (i) the Equity Investors and (ii) current and former members of management of PBFH (or its direct or indirect parent companies) who hold of Equity Interests of PBFH (or any of its direct or indirect parent companies) and (iii) any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided, that, in the case of such group and without giving effect to the existence of such group or any other group, such Equity Investors and members of management, collectively, have beneficial ownership of more than 50% of the total voting power of the Voting Stock of PBFH or any of its direct or indirect parent companies. For purposes of this definition, a person shall not be

13

deemed to have beneficial ownership of Equity Interests subject to a stock purchase agreement, merger agreement or similar agreement until the consummation of the transactions contemplated by such agreement.

“PRCLLC” means Paulsboro Refining Company LLC.

“Product Benchmarks” means, for each Product Group, the pricing benchmarks (in each case comprised of a price based on a reference pricing source, plus or minus a Differential (if any) set forth with respect to each applicable Product Benchmark on Schedule J) listed on and determined in accordance with Schedule C, which consist of: the benchmark to be used for purposes of Section 3.2 (the “Estimated Step-in Product Benchmark”), the benchmark to be used for purposes of Section 3.5 and the definition of “Actual Maximum Step-in Value” (the “Actual Step-in Product Benchmark”), the benchmark to be used for purposes of Section 12.1.1(i)(2) (the “Weekly Product Benchmark”), the benchmark to be used for purposes of Schedule G (the “Monthly Product Benchmark”), the benchmark to be used for purposes of Section 3.8.2(i) (the “EstimatedStep-out Product Benchmark”) and the benchmark to be used for purposes of Section 3.8.2(iii) (the “Actual Step-out Product Benchmark”).

“Product Group” means each of the “Product Groups” specified with respect to each applicable Product on Schedule A.

“Production Week” has the meaning specified on Schedule C.

“Products” has the meaning specified in the recitals hereto.

“RC Change Adjustment” has the meaning specified in Schedule P.

“RC Differential Adjustment Month” means any month during which a Reference Contract Change is to be effected with respect to one or more Product Groups.

“Receiving Party” has the meaning specified in Section 18.1.5.

“Reference Contract” means, with respect to each Product Group, the futures contract that is used in calculating the Product Benchmarks for such Product Group as listed on Schedule C.

“Reference Contract Change” has the meaning specified in Section 4.5.1.

“Refinery” has the meaning specified in the recitals hereto.

“Related Agreement” means the Amended and Restated Inventory Intermediation Agreement dated as of the date hereof by and among PRCLLC, PBFH and Aron (as the same may be amended, restated, supplemented or otherwise modified from time to time).

14

“Renewal Term” has the meaning specified in Section 2.2.

“Representatives” means a Party’s or any of its Affiliates’ directors, officers, employees, personnel, auditors, consultants, banks, financial advisors or legal advisors; provided that in no event shall (i) DCR or any of its Affiliates, directors, officers, employees, personnel, auditors, consultants, banks, financial advisors or legal advisors be deemed to be Representatives of Aron for purposes of this Agreement or any other Transaction Document or (ii) Aron or any of its Affiliates, directors, officers, employees, personnel, auditors, consultants, banks, financial advisors or legal advisors be deemed to be Representatives of DCR for purposes of this Agreement or any other Transaction Document.

“Required Permits” means any license authorization, certification, filing, recording, permit, waiver, exception, variance, franchise, order or other approval with or of any governmental authority pertaining or relating to the operation of the Refinery or the Tanks.

“Required Storage Arrangements” mean such designations and other binding contractual arrangements pursuant to which DCR shall provide Aron with DCR’s (and/or its Affiliates’) full right to use the third-party storage tanks and related facilities covered by such contractual arrangements in the event any other third-party locations are added as Included Locations pursuant to Section 5.

“Restatement Effective Date” means, assuming the due execution of this Agreement by each Party’s authorized representative, July 1, 2015 as of 12:00:01 a.m. EPT on such date.

“Revolving Credit Agreement” means that certain Third Amended and Restated Revolving Credit Agreement dated as of August 15, 2014 by and among PBFH, DCRC, TRC and PRCLLC as Borrowers and the other parties thereto, as the same may be amended, restated, replaced, refinanced, supplemented, superseded or otherwise modified from time to time.

“Roll Cutoff Date” has the meaning specified in Schedule F.

“Scheduled Differential Adjustment Month” means the third month of each calendar quarter (except for the final month of the Term).

“SEC” means the Securities and Exchange Commission.

“Services” means the (i) receipt into the Tanks of Products that are purchased by Aron at the inlet flange of a Tank, (ii) storage and handling of the Aron Inventory, (iii) withdrawal of Aron Inventory from the Tanks for sale at the outlet flange of a Tank, (iv) gauging of Aron Inventory, (v) accounting for and providing reports with respect to Aron Inventory and customary record keeping, each in accordance with

15

DCR’s existing accounting and reporting procedures and (vi) all other ancillary services, as more fully described in Section 9.

“Settlement Amount” has the meaning specified in Section 18.5.1.

“Setup Fee Rate” has the meaning specified in the Fee Letter.

“Specified Early Termination Fee” has the meaning specified in Section 3.8.7.

“Specified Early Termination Margin” has the meaning specified in the Fee Letter.

“Specified Indebtedness” has the meaning specified in Section 17.3.3.

“Specified Period” has the meaning specified on Schedule F.

“Specified Transaction” means (a) any transaction entered into by and between Aron (or any of its Designated Affiliates) and DCR (or any of its Designated Affiliates) (i) which is a rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity option, commodity spot transaction, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, weather swap, weather derivative, weather option, credit protection transaction, credit swap, credit default swap, credit default option, total return swap, credit spread transaction, repurchase transaction, reverse repurchase transaction, buy/sell-back transaction, exchange transaction, securities lending transaction or forward purchase or sale of a security, commodity or other financial instrument or interest (including any option with respect to any of these transactions) or (ii) which is a type of transaction that is similar to any transaction referred to in clause (i) that is currently, or in the future becomes, recurrently entered into in the financial markets (including terms and conditions incorporated by reference in such agreement) and that is a forward, swap, future, option or other derivative on one or more rates, currencies, commodities, equity securities or other equity instruments, debt securities or other debt instruments or economic indices or measures of economic risk or value, (b) any transaction entered into by and between Aron (or any of its Designated Affiliates) and DCR (or any of its Designated Affiliates) of any kind, and the related confirmations, which are subject to the terms and conditions of, or are governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc. or any other similar form of master agreement and (c) any combination of the foregoing transactions.

“Specified Transaction Close-Out Amount” has the meaning specified in Section 18.4.

“Specified Unwind Costs” means, *****.

16

“Sponsor” shall mean First Reserve Corporation, the Blackstone Group, and each of their respective Affiliates.

“Step-in Bill of Sale” means a document substantially in the form attached hereto as Exhibit 1.

“Step-out Bill of Sale” means a document substantially in the form attached hereto as Exhibit 2.

“Step-out Date” has the meaning specified in Section 3.8.1.

“Step-out Inventory” has the meaning specified in Section 3.8.2.

“Step-out Payment Amount” has the meaning specified in Section 3.8.4.

“Step-out Reconciliation Statement” has the meaning specified in Section 3.8.6.

“Tanks” means each of the tanks located at the Refinery and made available to Aron pursuant to this Agreement as listed on Schedule B, which specifies the characteristics of each tank, as may be changed from time to time pursuant to Section 6.4.5(ii) or Section9.

“Target Cutoff Date” has the meaning specified on Schedule F.

“Target Product Inventory” means, for any whole or partial month during the Term, for each Product Group, an estimate of the aggregate quantities of such Product Group that DCR expects to be held in the Included Locations as of the last day of such whole or partial month; provided that the aggregate amount of such estimate shall, for purposes of this Agreement only, not exceed the Maximum Inventory for such Product Group (as the same may be adjusted from time to time in accordance with the terms of Section 6.4); provided, further, that it is understood and agreed that the actual physical inventory of any Product, Product Group or all Products in the aggregate will not be subject to the Minimum Inventory or Maximum Inventory (or any other minimum or maximum amount) and may differ substantially from the amount of the Target Product Inventory.

“Tax Non-Affected Party” has the meaning specified in Section 27.2.

“Taxes” means any and all federal, state and local taxes, duties, fees and charges of every description, including all motor fuel, excise, gasoline, aviation fuel, special fuel, diesel, environmental, spill and sales and use taxes, however designated, paid or incurred with respect to the purchase, storage, exchange, use, transportation, resale, importation or handling of the Products, and any interest or penalties thereon; provided, however, that “Taxes” does not include any Excluded Taxes.

“Term” means the Initial Term and the Renewal Term, if applicable.

17

“Termination Amount” has the meaning specified in Section 18.6.

“Termination Event” means an Event of Default or an Additional Termination Event.

“Total Weekly Product Value” has the meaning specified in Section 12.1.1.

“Trading Day” means, as applicable depending upon the Reference Contract, any day that the NYMEX or ICE is open for trading.

“Transaction Documents” means this Agreement, the Intercreditor Agreement, the Step-in Bill of Sale, the Step-out Bill of Sale, the Fee Letter, the Guaranties, the Bridging Agreement and any confirmations or other writings or communications that document the sales of Products from DCR to Aron or the sales of Products from Aron to DCR.

“TRC” means Toledo Refining Company LLC.

“UCC” means the New York Uniform Commercial Code.

“Unpaid Amounts” means any amounts owed by one Party to another Party under this Agreement that have not been paid as of the date of determination.

“Volume Determination Procedures” means DCR’s ordinary procedures for determining the volume of Product held in any Tank at a designated time, including the use of daily tank gauging reports, meter readings and meter tickets (if applicable), other relevant Refinery measurements and/or any other method in accordance with Accepted Industry Practice.

“Voting Stock” shall mean, with respect to any person, any class or classes of Equity Interests pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the Board of Directors (or equivalent governing body) of such person.

“Weekly Net Volume” has the meaning specified in Section 12.1.1.

“Weekly Product Benchmark” has the meaning specified in the definition of “Product Benchmarks.”

“Weekly Product Value” has the meaning specified in Section 12.1.1.

1.2 Interpretation. Unless the context otherwise requires or except where specifically stated otherwise, in this Agreement:

1.2.1 words using the singular or plural number also include the plural or singular number, respectively;

18

1.2.2 references to any Party shall be construed as a reference to such Party’s successors in interest and permitted assigns;

1.2.3 references to a provision of Applicable Law or Applicable Laws are references to that provision or Applicable Laws generally, as may be amended, extended or re-enacted from time to time;

1.2.4 references to “days,” “months” and “years” mean calendar days, months and years, respectively, and a “day” consists of the 24-hour period commencing at 12:00:00 a.m. EPT and ending on 11:59:59 EPT on that day;

1.2.5 references to “dollars” or “$” mean U.S. dollars;

1.2.6 the (i) volumes of record for purposes of this Agreement shall be in barrels (i.e., 42 net U.S. gallons, measured at 60° F) and (ii) prices of record for purposes of this Agreement shall be in dollars per barrel or dollars per gallon, as applicable;

1.2.7 references to “Exhibits,” “Sections” and “Schedules” in this Agreement, or to a provision contained therein, shall be construed as references to the Exhibits, Sections and Schedules of this Agreement, as may be amended, modified or supplemented from time to time in accordance with the terms hereof;

1.2.8 References to any agreement or other document or to a provision contained in any of those shall be construed, at the particular time, as a reference to it as it may then have been amended, supplemented, modified, superseded, replaced, refinanced, assigned, novated and/or waived by the counterparties thereto in accordance with its terms from time to time;

1.2.9 references to “assets” include present and future properties, revenues and rights of every description;

1.2.10 references herein to “consent” mean, unless otherwise specified, the prior written consent of the Party at issue, which shall not be unreasonably withheld, delayed or conditioned;

1.2.11 the terms “hereof,” “herein,” “hereby,” “hereto” and similar words refer to this entire Agreement and not any particular Exhibit, Section, subsection, Schedule or subdivision of this Agreement;

1.2.12 the words “include” or “including” shall be deemed to be followed by “withoutlimitation” or “but not limited to” whether or not they are followed by such phrases or words of like import;

19

1.2.13 references to a “judgment” include any order, injunction, determination, award or other judicial or arbitral measure in any jurisdiction;

1.2.14 the example calculations set forth in the Schedules hereto shall not be construed as creating any duty or obligation of the Parties; such examples are for illustrative purposes only and do not take precedence over any terms or conditions set forth in the remainder of this Agreement;

1.2.15 references to “obligations” shall be construed to mean a Party’s prompt and complete performance of its covenants and obligations required pursuant to this Agreement; and

1.2.16 references to any “person” include any natural person, corporation, partnership, limited liability company, joint venture, trust or unincorporated organization, estate, association, partnership, statutory body, joint stock company or any other private entity or organization, Governmental Authority, court or any other legal entity, whether acting in an individual, fiduciary or other capacity.

1.3 If there is any ambiguity, inconsistency, discrepancy or conflict between this Agreement and any other Transaction Document, this Agreement shall govern and prevail (except if the ambiguity, inconsistency, discrepancy or conflict is with respect to the Intercreditor Agreement, in which case the Intercreditor Agreement will govern and prevail).

1.4 Unless otherwise specified, in computing any period of time under this Agreement the day of the act, event or default from which such period begins to run shall be day “zero” and not included. If the last day of the period so computed is not a Business Day then, unless this Agreement provides otherwise, the period shall run until the end of the next Business Day.

1.5 The provisions of this Agreement shall be construed in accordance with the natural meanings of their terms. The Parties agree that each has had the opportunity to review the terms and provisions of this Agreement with counsel of its choosing and to negotiate any desired changes or clarifications and that the terms of this Agreement will not be interpreted against one Party or the other on the ground that such Party drafted or revised a particular provision. Instead, in the event of any ambiguity, this Agreement will be interpreted in accordance with the intent of the Parties as evidenced by the Agreement, taken as a whole.

2. TERM & EARLY TERMINATION

2.1 Initial Term. Subject to Section 2.8 below, this Agreement shall be effective as of the Restatement Effective Date The Parties acknowledge and agree that (i) the Original Agreement became effective on June 26, 2013, (ii) the Commencement Date occurred, (iii) the Inventory Volumes at the end of the Initial Term as defined

20

in the Original Agreement will carryover to the effective time of this Agreement, (iv) all conditions precedent and all other provisions related to the inception of the Original Agreement even if repeated in this Agreement have previously been satisfied or waived, and (v) the Actual Setup Fee has been paid. This Agreement constitutes a continuation of the term of the Original Agreement under the amended and restated terms hereof, which term shall continue from the Restatement Effective Date until July 1, 2017 at 11:59:59 p.m. EPT (the “Initial Term”); provided, however, that this Agreement is subject to earlier termination as provided in Sections 2.3, 2.4 and 2.5.

2.2 Renewal Term. As of the expiration of the Initial Term, DCR and Aron may, by mutual agreement and no less than 180 days prior to the expiration of the Initial Term, renew this Agreement for one additional one-year term until July 1, 2018 at 11:59:59 p.m. EPT (or such longer term as may be agreed to by DCR and Aron) (the “Renewal Term”).

2.3 Specified Early Termination Rights. In addition to the termination rights in Section 2.4 and 2.5, DCR may, at its option and in its sole discretion, by providing no less than 60 days’ prior written notice to Aron, to be effective at 11:59:59 p.m. EPT on January 1, 2016 or, if later, at 11:59:59 p.m. EPT on the first day of the month immediately following the month during which such 60-day notice period expires (unless such 60-day notice period expires on the first day of a month, in which event such termination will be effective on such day) (but no later than July 1, 2016), terminate this Agreement, in which case this Agreement shall terminate in its entirety and the Specified Early Termination Fee will be due and payable by DCR to the extent applicable as set forth in Section 3.8.7 as part of the Step-out Payment Amount; provided that 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 2.3 thereof (in which case, the Specified Early Termination Fee as provided for thereunder would become due) or (ii) Aron has agreed to the continuation of the Related Agreement following such early termination of this Agreement (in which case, no “Specified Early Termination Fee” will be due under this Agreement or pursuant to Section 2.3 of the Related Agreement at such time).

2.4 General Early Termination Right. In addition to the termination rights in Section 2.3 and 2.5, DCR may, at its option and in its sole discretion, by providing no less than 60 days’ prior written notice to Aron, to be effective at 11:59:59 p.m. EPT on July 1, 2016 or, if later, at 11:59:59 p.m. EPT on the first day of the month immediately following the month during which such 60-day notice period expires (unless such 60-day notice period expires on the first day of a month, in which 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 such termination notice shall not be effective unless (i) PRCLLC (with PBFH) has concurrently elected to exercise its

21

right to terminate the Related Agreement pursuant to Section 2.4 thereof (in which case, the Early Termination Fee as provided for thereunder would become due to the extent applicable) or (ii) Aron has agreed to the continuation of the Related Agreement following such early termination of this Agreement (in which case, no “Early Termination Fee” will be due under this Agreement or pursuant to Section 2.4 of the Related Agreement at such time).

2.5 Termination Right Upon Aron Transaction. *****.

2.6 Conditions to Commencement.

2.6.1 Conditions to Obligations of Aron. The obligations of Aron contemplated by this Agreement shall be subject to satisfaction by DCR of the following conditions precedent on and as of the Commencement Date:

(i)DCR shall have duly executed the Step-in Bill of Sale;

(ii)PRCLLC and PBFH shall have duly executed the Related Agreement and all other conditions to Aron’s obligations thereunder shall have been satisfied;

(iii)DCR and PRCLLC shall have duly executed the Bridging Agreement;

(iv)DCR shall have delivered its Guaranty to Aron;

(v)The Administrative Agent to the Revolving Credit Agreement, PBFH, DCRC, PRCLLC and TRC shall have duly executed the Intercreditor Agreement;

(vi)MSCG shall have duly executed the Payment Direction Letter;

(vii)DCR shall have delivered to Aron a certificate signed by the Secretary or an Assistant Secretary of PBFH certifying (a) the incumbency and signatures of the officers of each of PBFH and DCRC executing this Agreement and (b) the accuracy and completeness of the resolutions of PBFH’s and DCRC’s board authorizing the execution, delivery and performance of this Agreement and any other documents executed and delivered by PBFH or DCRC hereunder;

(viii)No action or proceeding shall have been instituted nor shall any action by a Governmental Authority be threatened in writing, nor shall any order, judgment or decree have been issued by any Governmental Authority as of the Commencement Date to set aside, restrain, enjoin or prevent the transactions and performance of the obligations contemplated by this Agreement;

22

(ix)The Refinery and the Tanks shall not have been affected adversely by any casualty loss or damage, whether or not covered by insurance, unless such loss or damage would not be a Material Adverse Change with respect to the usual, regular and ordinary operations of the Refinery or the provision of the Services;

(x)DCR shall have delivered to Aron insurance certificates evidencing the effectiveness of the insurance policies required of DCR pursuant to Section 15;

(xi)All representations and warranties of DCR contained herein shall be true and correct in all material respects on and as of the Commencement Date; and

(xii)DCR shall have delivered to Aron proper notification, exemption or resale certificates or direct pay permits as may be required pursuant to Section 14.1.

2.6.2 Conditions to Obligations of DCR. The obligations of DCR contemplated by this Agreement shall be subject to satisfaction by Aron of the following conditions precedent on and as of the Commencement Date:

(i)Aron shall have duly executed the Step-in Bill of Sale;

(ii)Aron shall have duly executed the Related Agreement and all other conditions to PRCLLC’s (with PBFH) obligations therein shall have been satisfied;

(iii)Aron shall have duly executed the Bridging Agreement;

(iv)Aron shall have delivered its Guaranty to DCR;

(v)MSCG shall have duly executed the Payment Direction Letter;

(vi)All representations and warranties of Aron contained herein shall be true and correct in all material respects on and as of the Commencement Date;

(vii)Aron shall have delivered satisfactory evidence of its Internal Revenue Service Form 637;

(viii)No action or proceeding shall have been instituted nor shall any action by a Governmental Authority be threatened in writing, nor shall any order, judgment or decree have been issued by any Governmental Authority as of the Commencement Date to set aside, restrain, enjoin or prevent the transactions and performance of the obligations contemplated by this Agreement;

23

(ix)The Refinery and the Tanks shall not have been affected adversely by any casualty loss or damage, whether or not covered by insurance, unless such loss or damage would not be a Material Adverse Change with respect to the provision of Services; and

(x)Aron shall have delivered to DCR proper notification, exemption or resale certificates or direct pay permits as may be required pursuant to Section 14.1.

2.7 Deliveries Concurrent with Amendment and Restatement of Original Agreement. In connection and concurrently with the execution by the Parties of this Agreement,

2.7.1 the parties to the Related Agreement shall have entered into an amendment and restatement thereof identical in all material respects to this Agreement;

2.7.2 the parties to the Fee Letter shall have entered into an amendment and restatement thereof adjusting the Applicable Margin;

2.7.3 Aron shall have received amendments or other written confirmations satisfactory to Aron confirming that each Guaranty in favor of Aron covers obligations under this Agreement and the Related Agreement; and

2.7.4 DCR shall have received amendments or other written confirmations satisfactory to DCR confirming that each Guaranty in favor of PBFH and its Affiliates covers obligations under this Agreement and the Related Agreement.

2.8 Status of Original Agreement. The Parties acknowledge that the Original Agreement shall continue in effect until the Restatement Effective Date hereunder; provided that (i) DCR agrees that it shall not exercise any early termination rights under Section 2.3 or 2.4 of the Original Agreement, (ii) no Step-out Date shall occur under the Original Agreement and (iii) to the extent applicable, all calculations and determinations under the Original Agreement shall be made as if the Initial Term thereunder is the Initial Term as defined in Section 2.1 above.

3. SALE OF INITIAL INVENTORY AND REPURCHASE OF ENDING INVENTORY

3.1 Estimated Initial Inventory (Estimated Step-in Inventory). On Thursday, June 27, 2013, DCR shall prepare its good faith estimate of the Initial Inventory to be sold by DCR to Aron hereunder as of the Commencement Date (the “Estimated Initial Inventory”) based on the volumes held in the Included Locations as of 11:59:59 p.m. EPT on Wednesday, June 26, 2013, and shall deliver a written statement thereof to Aron by 5:00:00 p.m. EPT on Thursday, June 27, 2013.

24

3.2 Initial Purchase (Initial Step-in Purchase). On the Commencement Date, and subject to satisfaction of the conditions set forth in Section 2.6.1, Aron agrees to purchase the Initial Inventory from DCR, subject to Section 3.5, based on the sum of, for each Product Group, the product of (a) the Estimated Step-in Product Benchmark applicable to each Product Group and (b) the Estimated Initial Inventory (based on the statement delivered by DCR) (the “Estimated Initial Inventory Purchase Price”).

3.3 Payment for Estimated Initial Inventory (Initial Step-in Payment). Promptly after the opening of financial markets in New York, New York on the Commencement Date, and subject to satisfaction of the conditions set forth in Section 2.6.1, Aron shall pay *****% of the Estimated Initial Inventory Purchase Price to DCR by wire transfer of immediately available funds; provided, however, that DCR may, at its election, direct that all or a portion of the Estimated Initial Inventory Purchase Price be paid to MSCG on DCR’s behalf in accordance with the Payment Direction Letter, and the Parties agree to use commercially reasonable efforts to coordinate the respective timing of payments made pursuant to the Payment Direction Letter; provided, further, for the avoidance of doubt, title to the Initial Inventory shall pass from DCR to Aron, consistent with DCR’s warranty of title set forth in Section 11.1.1 and at and as of the time specified in the definition of the Commencement Date, subject to DCR’s confirmation of receipt of funds in an amount equal to such Estimated Initial Inventory Purchase Price.

3.4 Determination of Actual Initial Inventory (Actual Step-in Inventory). The Parties shall determine the actual volumes of the Initial Inventory sold by DCR to Aron hereunder as of the Commencement Date (the “ActualInitial Inventory”) in accordance with the procedures set forth in Schedule D. The Final Inventory Quantity Report shall thereafter be delivered to the Parties pursuant to the procedures set forth in Schedule D.

3.5 Initial Purchase True-Up (Step-in True-Up). No later than 5:00 p.m. EPT on the fifth Business Day after the delivery of the Final Inventory Quantity Report pursuant to the procedures set forth in Exhibit D, Aron shall deliver a written statement to DCR showing a calculation of the sum of, for each Product Group, the product of (i) the Actual Initial Inventory (based on the Final Inventory Quantity Report) and (ii) the Actual Step-in Product Benchmark applicable to each such Product Group (the “ActualInitial Inventory Purchase Price”). If (a) the amount of the Actual Initial Inventory Purchase Price exceeds the amount of the Estimated Initial Inventory Purchase Price, then Aron shall pay to DCR the amount of the resulting excess and (b) the amount of the Actual Initial Inventory Purchase Price is less than the amount of the Estimated Initial Inventory Purchase Price, then DCR shall pay to Aron the absolute value of the resulting difference, in each case pursuant to Section 3.6.

25

3.6 Payment of Initial Purchase True-Up (Payment of Step-in True-Up). No later than 5:00:00 p.m. EPT on the Initial Purchase True-Up Date, Aron or DCR, as applicable, shall pay the amount calculated as due and payable thereunder to the other Party by wire transfer of immediately available funds. If such amount is owed to DCRthenDCR may, at its election, direct that all or a portion of such amount be paid by Aron to MSCG on DCR’s behalf in accordance with the Payment Direction Letter.If such amount is owed to AronthenDCR may, at its election, direct that all or a portion of such amount be paid by MSCG to Aron on DCR’s behalf and Aron agrees to accept such payment in accordance with the Payment Direction Letter. In the case of each of the foregoing payment obligations under this Section 3.6, the Parties agree to use commercially reasonable efforts to coordinate the respective timing of payments made pursuant to the Payment Direction Letter.For purposes hereof, the “Initial Purchase True-Up Date” means the earlier of (i) the third Business Day following the delivery of Aron’s written statement to DCR under Section 3.5 and (ii) such other date as the Parties may mutually agree.

3.7 Arrangement Fee.

3.7.1 Concurrently with the calculation of Actual Initial Inventory Purchase Price under Section 3.5, Aron shall calculate the actual setup fee due in connection herewith (the “Actual Setup Fee”), which shall be equal to the product of the Setup Fee Rate and the Actual Maximum Step-in Value.

3.7.2 No later than 12:00:00 p.m. EPT on the third Business Day following the delivery of Aron’s written statement to DCR under Section 3.5, subject to the consummation of the transactions set forth in Section 3.3 and concurrently with the payment (if any) required to be made pursuant to Section 3.6, DCR shall pay the Actual Setup Fee to Aron by wire transfer of immediately available funds.

3.8 Purchase Upon Termination or Expiration (Step-out).

3.8.1 Upon the termination or expiration of this Agreement for any reason other than as a result of a Termination Event (the effective date of such termination or expiration being the “Step-out Date”), the Parties covenant and agree to proceed as provided in this Section 3.8; provided that (x) the terms of this Agreement applicable to any continuing obligations shall continue in effect following the Step-out Date until all obligations are finally settled as contemplated by this Section 3.8 and (y) the provisions of this Section 3.8 shall in no way limit the rights and remedies which the Performing Party may have as a result of a Termination Event, whether pursuant to Section 18 or otherwise.

3.8.2 DCR agrees to purchase from Aron all Aron Inventory located in situ in the Included Locations and owned by Aron on the Step-out Date (the “Step-out Inventory”), as follows:

26

(i)DCR shall prepare its good faith estimate of the Step-out Inventory (for each Product Group) to be sold by Aron to DCR hereunder as of the Step-out Date (the “Estimated Step-out Inventory”) based on the volumes held in the Included Locations as of 12:00:01 a.m. EPT on the fourth Business Day preceding the Step-out Date and shall deliver a written statement thereof to Aron by 5:00:00 p.m. EPT on the third Business Day preceding the Step-out Date. Aron shall determine, and promptly advise DCR, in any event within one Business Day after delivery of DCR’s statement, of the “Estimated Step-out Inventory Purchase Price,” which shall equal the sum of, for each Product Group, the product of (a) the Estimated Step-out Product Benchmark applicable to each Product Group and (b) the Estimated Step-out Inventory (based on the statement delivered by DCR).

(ii)Subject to Section 3.8.5 below, DCR shall be obligated to pay to Aron the Estimated Step-out Inventory Purchase Price on the Step-out Date as part of the Estimated Step-out Payment Amount due on that day. The Parties shall execute and deliver the Step-out Bill of Sale on the Step-out Date to evidence the in-tank transfer of the Step-out Inventory.

(iii)No later than 20 days after the Step-out Date, Aron shall determine, in accordance with Schedule D, and deliver a written statement to DCR of, the “Actual Step-out Inventory Purchase Price,” which shall equal the sum of, for each Product Group, the product of (x) the Actual Step-out Product Benchmark and (y) the Actual Step-out Inventory.

3.8.3 The “Actual Step-out Inventory” of each Product Group shall be determined as of 11:59:59 p.m. EPT on the Step-out Date in accordance with Schedule D (with the necessary changes having been made therein to reflect a determination of such volumes using the procedures therein as of the Step-out Date, instead of as the Commencement Date).The Final Inventory Quantity Report shall be delivered to the Parties pursuant to the procedures set forth in Schedule D (as so modified).

3.8.4 The “Step-out Payment Amount” shall equal the sum of the following items (without duplication), as determined by Aron in a commercially reasonable manner:

(i)the Actual Step-out Inventory Purchase Price; plus

(ii)if such termination is pursuant to Section 2.3 or 2.4, any amount due under Section 3.8.7 or 3.8.8, as applicable, as a result; plus

(iii)the aggregate amount due under Section 12.5, calculated as of the Step-out Date with such date being the final day of the last monthly period

27

for which such calculations are to be made under this Agreement (including any FIFO Balance Final Settlement provided for in Schedule L, as defined therein); provided that, if such amount under Section 12.5 is due to Aron, then such amount will be included in this Step-out Payment Amount as a positive number and if such amount under Section 12.5 is due to DCR, then such amount will be included in this Step-out Payment Amount as a negative number; plus

(iv)any Ancillary Costs incurred through the Step-out Date that have not yet been paid or reimbursed by DCR pursuant to Section 6.6; plus

(v)if one or more Specified Periods designated by DCR or otherwise established pursuant to the provisions of Schedule F prior to the Step-out Date ends after the Step-out Date, the net present values as of the Step-out Date of the Inventory Intermediation Roll Fees that would have become due as of the end of such Specified Periods (discounted from the “True Up Date” that would have applied to such Specified Period to the “True Up Date” applicable to a Specified Period ending on the Step-out Date, and the discount rate to be used in the net present value calculation shall be equal to LIBOR plus the Applicable Margin), which shall be aggregated so that a net amount due to one party or the other is determined, which net amount if due to Aron shall be included in this clause as a positive number and if due to DCR shall be included in this clause as a negative number (notwithstanding the foregoing, in lieu of applying this clause (v), to the extent practicable and if mutually agreed to by the Parties, the Parties shall use commercially reasonable efforts to permit DCR to assume any positions established pursuant to Schedule F upon commercially reasonable terms); plus

(vi)without duplication of any costs incurred under Section 3.8.4(iv), in the case of an early termination pursuant to Section 2.3 or 2.4, the Specified Unwind Costs, as determined by Aron with respect to all Corresponding Futures and aggregated into a net amount due to Aron (if expressed as a positive number) or DCR (if expressed as a negative number) (an example of the calculations contemplated by the immediately preceding clause (v) and this clause (vi) is set forth on Schedule M); plus

(vii)all unpaid amounts payable hereunder by DCR to Aron in respect of Products bought or sold on or prior to the Step-out Date and not taken into account under this Section 3.8.4; minus

(viii)all unpaid amounts payable hereunder by Aron to DCR in respect of Products bought or sold on or prior to the Step-out Date and not taken into account under this Section 3.8.4.

28

All of the foregoing amounts shall be aggregated or netted to a single liquidated amount owing from one Party to the other. If the Step-out Payment Amount is a positive number, it shall be due to Aron and if it is a negative number, the absolute value thereof shall be due to DCR.

No later than 30 days after the Step-out Date, Aron shall give DCR notice of the Step-out Payment Amount, together with a statement providing a reasonably detailed summary of the calculations made by Aron in determining the Step-out Payment Amount, along with related supporting documentation.

3.8.5 The Parties acknowledge that Aron may not be able to definitively determine one or more of the components of the Step-out Payment Amount by the Step-out Date (provided, however, that Aron shall use its commercially reasonable efforts to determine all such components by the Step-out Date to the maximum extent practicable) and therefore agree in such event that Aron shall, in a commercially reasonable manner, estimate each of such components and use such estimated components to determine an estimate of the Step-out Payment Amount (the “Estimated Step-out Payment Amount”). Without limiting the generality of the foregoing, the Parties agree that the estimated amount with respect to clause (i) of Section 3.8.4 shall be the Estimated Step-out Inventory Purchase Price. Aron shall prepare, and provide DCR with, a statement of the Estimated Step-out Payment Amount, together with appropriate supporting documentation, at least two Business Days prior to the Step-out Date. Aron shall update its calculation of the Estimated Step-out Payment Amount by no later than 5:00 p.m. EPT on the Business Day immediately preceding the Step-out Date. If Aron is able to provide such updated amount by such time, that amount shall constitute the Estimated Step-out Payment Amount and shall be due and payable by no later than 5:00 p.m. EPT on the Step-out Date. Otherwise, the initial Estimated Step-out Payment Amount shall be the amount payable by such time on the Step-out Date.

3.8.6 No later than 30 days after the Step-out Date, Aron shall prepare, and provide DCR with, (i) a statement showing the calculation, as of the Step-out Date, of the Step-out Payment Amount and (ii) a statement (the “Step-out Reconciliation Statement”) reconciling the Step-out Payment Amount with the Estimated Step-out Payment Amount and indicating any amount remaining to be paid by one Party to the other as a result of such reconciliation. Within three Business Days after receiving the Step-out Reconciliation Statement and the related supporting documentation, the Parties will make any and all payments required pursuant thereto so that the Step-out Payment Amount shall have been paid in full by wire transfer of immediately available funds.

29

3.8.7 DCR agrees to pay Aron, only if this Agreement is terminated in its entirety pursuant to Section 2.3 on or prior to July 1, 2016 at 11:59:59 p.m. EPT (to the extent applicable under Section 2.3), an amount equal to the product of: (a) the amount calculated as the sum of, for each Product Group, the product of (i) the Actual Step-out Inventory Product Benchmark and (ii) the Maximum Inventory and (b) the Specified Early Termination Margin (the “Specified Early Termination Fee”).

3.8.8 DCR agrees to pay Aron, only if this Agreement is terminated in its entirety pursuant to Section 2.4 on or prior to July 1, 2017 at 11:59:59 p.m. EPT, but after July 1, 2016 at 11:59:59 p.m. EPT (to the extent applicable under Section 2.4), an amount equal to the product of: (a) the amount calculated as the sum of, for each Product Group, the product of (i) the Actual Step-out Inventory Product Benchmark and (ii) the Maximum Inventory, (b) the Early Termination Margin and (c) a fraction, the numerator of which is the number of days between the date of such early termination and July 1, 2017 and the denominator of which is 365 (the “Early Termination Fee”).

3.8.9 Notwithstanding anything herein to the contrary (including Section 1.2), it is agreed that the final month of the Term hereof (including if occurring upon an early termination of this Agreement pursuant to Section 2.3 or 2.4) shall be a “long” month consisting of a calendar month and the first day of the immediately following calendar month (and that if the operation of such provisions would result in a termination of this Agreement on a day that is not a Business Day then notwithstanding anything herein to the contrary, the effective date of any such termination shall occur on the next Business Day).

3.9 Disputes. If a Party in good faith disputes the accuracy of any amount calculated pursuant to this Section 3, the non-calculating Party shall provide written notice stating the reasons why the remaining disputed amount is incorrect, along with reasonable supporting documentation. In the event the Parties are unable to resolve such dispute, the matter shall be resolved in accordance with Section 22.

4. TARGET PRODUCT INVENTORY LEVELS; APPLICABLE SPREADS

4.1 Target Product Inventory. Subject to Section 4.2, in connection with establishing the Target Product Inventory for each Product Group, the Parties agree to follow the procedures set forth on Schedule F.

4.2 Initial Targets. No later than 5:00 p.m. EPT on Thursday, June 27, 2013, DCR shall deliver a written statement of the initial Target Product Inventory for each Product Group for the month of July 2013 (notwithstanding anything in Schedule F to the contrary).

30

4.3 Differentials.

4.3.1 No later than 5:00 p.m. EPT on Friday, June 28, 2013, DCR shall deliver to Aron a statement listing the initial Differentials to be used hereunder as of the Commencement Date, which shall amend Schedule J without further action of the Parties to reflect such Differentials. No later than the third Business Day after the delivery of the Final Inventory Quantity Report to the Parties pursuant to the procedures set forth in Schedule D, DCR shall deliver to Aron a statement listing the adjusted Differentials to be used hereunder, subject to the commercially reasonable agreement of Aron; provided that such Differentials shall thereafter from time to time be subject to further adjustment pursuant to Sections 4.3.2, 4.3.3, 4.3.4 and 4.3.5 below.

4.3.2 Commencing at least 10 Business Days prior to the second-to-last Business Day of each Scheduled Differential Adjustment Month, unless the Parties otherwise agree, the Parties shall endeavor, in good faith and in a commercially reasonable manner, to agree to adjusted Differentials according to the procedures described in Schedule N. If any such adjusted Differentials are agreed to prior to the second-to-last Business Day of such Scheduled Differential Adjustment Month, the Parties will promptly confirm such agreement in writing, and such adjusted Differential shall become applicable for purposes of determining the Product Benchmarks starting with the immediately following month. If the Parties are unable to agree prior to the second-to-last Business Day of such Scheduled Differential Adjustment Month whether an adjustment to any of the Differentials is appropriate or upon the amount of such adjustment, then Aron shall (in consultation with DCR) promptly and in a commercially reasonable manner determine, in accordance with the procedures set forth in Section II(d) of Schedule N hereto, the amount, if any, by which one or more the Differentials are to be adjusted with respect to such Scheduled Differential Adjustment Month. Promptly after making such determination, Aron shall advise DCR whether any adjusted Differentials are appropriate and the amount thereof and, if so, such adjusted Differentials shall become applicable for purposes of determining the Product Benchmarks starting with the immediately following month.

4.3.3 Upon the request of either Party and prior to the second-to-last Business Day of any month that is not a Scheduled Differential Adjustment Month or a RC Differential Adjustment Month (an “Optional Differential Adjustment Month”), DCR and Aron shall discuss whether to adjust any of the Differentials and, if either Party believes an adjustment is appropriate, the Parties shall negotiate in good faith and in a commercially reasonable manner to agree on such adjusted Differentials. If any such adjusted Differentials are agreed to prior to the second-to-last Business

31

Day of such Optional Differential Adjustment Month, the Parties will promptly confirm such agreement in writing, and such adjusted Differential shall become applicable for purposes of determining the Product Benchmarks starting with the immediately following month. If the Parties are unable to agree prior to the second-to-last Business Day of such Optional Differential Adjustment Month whether an adjustment to any of the Differentials is appropriate or upon the amount of such adjustment, then Aron shall (in consultation with DCR) promptly and in a commercially reasonable manner determine, in accordance with the procedures set forth in Section II(d) of Schedule N hereto, the amount, if any, by which one or more the Differentials are to be adjusted with respect to such Optional Differential Adjustment Month. Promptly after making such determination, Aron shall advise DCR whether any adjusted Differentials are appropriate and the amount thereof and, if so, such adjusted Differentials shall become applicable for purposes of determining the Product Benchmarks starting with the immediately following month.

4.3.4 *****

4.3.5 The Parties acknowledge that each such adjustment to the Differentials shall apply only prospectively starting in the month following the relevant Differential Adjustment Month and that successive adjustments may be made, in each case with the most recent adjustment superseding any prior adjustment on a going forward basis.

4.3.6 Each time adjusted Differentials become effective under Section 4.3.2 above, Aron shall determine the Differential Adjustment Amount as provided on Schedules N and O and such amount shall be included in the Aggregate Monthly Product True-Up Amount that is incorporated into the Monthly True-Up Payment in the immediately following month.

4.4 Hedging Activities. Any hedges, swaps, options, positions or any other instruments or strategies executed by either Party related in any way to the Products, shall be for the relevant Party’s own account (including with regard to the Aron Hedges, which shall be for Aron’s own account), and any Taxes and/or Liabilities incurred, directly or indirectly resulting from such activities, shall be borne exclusively by such relevant Party (provided that the foregoing shall not affect the treatment of Specified Unwind Costs pursuant to the express terms and conditions of Section 3.8 or 18).

4.5 Reference Contract Changes.

4.5.1 *****.

4.5.2 *****.

32

4.5.3 *****.

*****.

4.6 The Parties agree that, notwithstanding anything in this Agreement to the contrary, (i) any written notice or written agreement contemplated by Section 4.3 or 4.5 above may be given by email (in the case of a notice) or confirmed by exchange of emails (in the case of an agreement) and (ii) to the extent such notice or agreement would amend or modify any item contained in a Schedule hereto, the giving of such notice or confirming of such agreement as provided in clause (i) above shall constitute an amendment of, and be deemed to amend all applicable references in, such Schedule to reflect the item addressed in such notice or agreement, without any further action by the parties to the IIA.

5. ADDITIONAL INCLUDED LOCATIONS

5.1 From time to time after the Commencement Date, DCR may notify Aron that DCR wishes to add a third-party storage location as an Included Location for purposes of this Agreement. Following such notification, Aron shall promptly undertake a due diligence review of the proposed Included Location to reasonably determine whether Aron is prepared to hold Product inventory at such proposed Included Location. Aron shall be under no further obligation with respect to such proposed Included Location if Aron reasonably determines that, based on such due diligence review, it is not prepared to hold Product inventory at such proposed Included Location. Aron shall notify DCR promptly after completing such due diligence review, but in any event shall reach a final decision and advise DCR concerning the same within seven days of DCR providing such notice to Aron.

5.2 If Aron advises DCR that Aron is prepared to hold Product inventory at such proposed Included Location, then DCR may endeavor to negotiate and implement Required Storage Arrangements pursuant to which DCR may transfer and assign to Aron DCR’s (and/or its Affiliates’) right to use the proposed Included Location; provided that (a) upon and concurrently with implementing any Required Storage Arrangement, the Parties shall execute such amendments to this Agreement and/or the Exhibits and/or Schedules hereto as are necessary or appropriate to add such proposed Included Location as an Included Location hereunder, (b) to the extent requested by Aron, the Parties shall amend any other applicable Transaction Document to include any inventory transferred to Aron as a result of such assignment, designation or arrangement and (c) no change shall occur in the Minimum Inventory or the Maximum Inventory in connection with the implementation of such Required Storage Arrangements unless agreed to by Aron. Notwithstanding anything to the contrary in this Section 5.2, DCR shall nevertheless be free in its sole discretion to enter into storage agreements with third parties, provided such storage agreements are not at a location that is an Included Location.

33

5.3 The Parties will cooperate in good faith with regard to the negotiation, preparation and execution of any Required Storage Arrangements upon commercially reasonable terms, in form and substance reasonably satisfactory to both Parties.

5.4 If any Required Storage Arrangements are entered into in connection with additional Included Locations and, thereafter, DCR shall materially fail to (i) perform its obligations under, (ii) comply with or (iii) maintain such Required Storage Arrangements in effect; provided, in each case that if DCR fails to cure or commence a cure any such failure within three Business Days after receiving written notice thereof from Aron, then Aron may, in its reasonable discretion, require that such location be removed from the Included Locations and that DCR at the time such location is removed purchase all Aron Inventory then located at such location on terms comparable to those that apply to a termination of this Agreement under Section 3.8.

6. PRODUCT SALES & REPORTING

6.1 Products Sales to Aron by DCR. Aron agrees to purchase from DCR, and DCR agrees to sell to Aron, the Products produced by the Refinery or delivered to the Refinery, and delivered by DCR into the Included Locations at the prices determined pursuant to this Agreement and otherwise in accordance with the terms and conditions of this Agreement (in each case, other than with regard to any Excess Quantities); provided that (i) Aron shall not be obligated at any time to purchase Products from DCR if such purchase would result in Aron owning Products in any Product Group in the Included Locations in excess of the Maximum Inventory for such Product Group specified on Schedule E (as such Maximum Inventory is adjusted pursuant to Section 6.4) and (ii) Aron’s purchase obligation under this Section 6.1 shall be limited to the extent that it is unable to take delivery of Products as a result of DCR’s failure to comply with the proviso in Section 6.2.

6.2 Products Sales to DCR by Aron. DCR agrees to purchase from Aron, and Aron agrees to sell to DCR, the Products delivered out of the Included Locations at the prices determined pursuant to this Agreement and otherwise in accordance with the terms and conditions of this Agreement; provided that DCR agrees that its purchases and receipt of Products from Aron shall be in sufficient quantities so that Aron shall, at all times during the Term, have available storage capacity in the Included Locations to take delivery of any Products to be sold by DCR to Aron pursuant to Section 6.1.

6.3 Daily Report of Inventory Volumes. On or prior to 5:00 p.m. EPT on each Business Day, DCR shall deliver to Aron a report, in the form provided on Exhibit 3, setting forth a good faith estimate of the volumes of each Product (the “Inventory Volumes”) held in the Included Locations as of 11:59:59 p.m. EPT on the immediately prior Business Day and any prior, non-reported days (including holidays and weekends), including the total Aron Inventory levels as to each grade of Product, in each case based on the best available information, by applying the Volume Determination Procedures, together with comparable information with respect to

34

any then-existing Commingled Quantities, any Tanks which pursuant to Section 6.4.5 are not then Included Locations and any Tanks which pursuant to Section 9 have been substituted for other Tanks (the “Daily Report of Inventory Volumes”).

6.4 Excess Inventory Levels.

6.4.1 If DCR intends to designate an Excess Inventory Level for any whole or partial month for any Product Group, then DCR shall use commercially reasonable efforts to notify Aron of DCR’s intention prior to the Target Cutoff Date for such whole or partial month. If DCR fails to provide such notice in a timely manner, it shall not be entitled for that whole or partial month to designate an Excess Inventory Level for the relevant Product Group and Sections 6.4.4 and 6.4.5 shall apply.

6.4.2 If, pursuant to Section 6.4.1, DCR provides timely notice of its intention to designate an Excess Inventory Level for a Product Group, then Aron shall promptly advise DCR whether Aron accepts such Excess Inventory Level (in which case Section 6.4.3 shall apply) or rejects such Excess Inventory Level (in which case Section 6.4.4 and 6.4.5 shall apply).

6.4.3 If Aron accepts an Excess Inventory Level for any whole or partial month, then, for all purposes of this Agreement, such Excess Inventory Level shall constitute the Maximum Inventory for the relevant Product Group for such whole or partial month; provided that such Excess Inventory Level shall not apply to any other whole or partial month unless expressly accepted by Aron for such other whole or partial month as contemplated by Section 6.4.2.

6.4.4 If Aron rejects an Excess Inventory Level for any whole or partial month or DCR fails to provide notice to Aron of its intention to designate an Excess Inventory Level in a timely manner for any whole or partial month, then the following provisions shall apply:

(i)The Maximum Inventory for such whole or partial month shall remain at the level set forth on Schedule E and the Target Product Inventory for the relevant Product Group for such whole or partial month shall be equal to no more than the Maximum Inventory.

(ii)Prior to the commencement of such whole or partial month, DCR shall, to the extent practicable and commercially reasonable, identify those Tanks that it will, during such whole or partial month, use to hold and isolate any Excess Quantities. In doing so, to the extent practicable and commercially reasonable, DCR will endeavor to use smaller capacity Tanks before larger capacity Tanks to facilitate the segregation of such Excess Quantities from the Aron Inventory. Prior to the commencement

35

of such whole or partial month, DCR shall provide Aron with notice of the Tanks it intends to use for such purposes.

(iii)To the extent that DCR is able to store Excess Quantities in one or more Tanks so that none of the Aron Inventory is commingled in such Tanks, then DCR shall be entitled during the relevant whole or partial month, but only so long as such Excess Quantities are not commingled with Aron Inventory, to include such Excess Quantities in the borrowing base under its Revolving Credit Agreement and to permit the lenders thereunder to have a Lien on such Excess Quantities; provided that DCR shall have implemented reasonable arrangements with such lenders to specifically identify such Tanks to them for the foregoing purposes (which arrangements shall be disclosed to Aron).

(iv)To the extent that DCR is unable to store all Excess Quantities on a segregated basis as contemplated by clause (iii) above, the portion of such Excess Quantities not so segregated (the “Commingled Quantities”) may, during the relevant whole or partial month, be held on a commingled basis in Tanks that hold Aron Inventory subject to the following additional terms and conditions:

(a) DCR shall identify to Aron which Tanks holding Aron Inventory will also hold Commingled Quantities; and

(b) DCR shall, to the extent practicable and commercially reasonable, endeavor to use smaller capacity Tanks before larger capacity Tanks to hold Commingled Quantities.

6.4.5 In the event that DCR determines, in its reasonable discretion, that it does not wish to designate an Excess Inventory Level for a particular Product Group (or the applicable time for such designation pursuant to Section 6.4.1 has passed) during a whole or partial month and that the Maximum Inventory for such whole or partial month would otherwise be exceeded, then the following provisions shall apply:

(i)Prior to exceeding the Maximum Inventory for such whole or partial month, DCR may, to the extent practicable and commercially reasonable, identify those Tanks that it reasonably expects would, during such whole or partial month, hold any Excess Quantities of the relevant Product Group; and

(ii)To avoid exceeding such Maximum Inventory, DCR may designate one or more of such affected Tanks and purchase from Aron pursuant to Section 6.2 all Aron Inventory located in one or more such affected Tanks so that the Aron Inventory would not exceed the Maximum Inventory for the relevant Product Group for such whole or partial month,

36

after giving effect to such purchase, at a price equal to the product of (a) the volume of the Aron Inventory located in such Tank and (b) the Product Benchmark for the applicable Product Group, and, after such purchase, such affected Tanks shall no longer constitute Included Locations for purposes hereof unless and until DCR determines, in its reasonable discretion, that DCR can sell the Products located in such affected Tanks to Aron pursuant to Section 6.2 at the applicable prices established pursuant to Section 12.1 and as further adjusted pursuant to Section 12.5 without exceeding the applicable Maximum Inventory and DCR notifies Aron of the same, upon which notice and sale the Tanks shall thereafter again constitute Included Locations for all purposes hereof.

6.5 Purchase Price of Products. The purchase price payable by Aron for any Product sold to it under Section 6.1 and by DCR for any Product sold to it under Section 6.2 shall be such prices as are established pursuant to Section 12.1 and as further adjusted pursuant to Section 12.5.

6.6 Ancillary Costs. DCR agrees to reimburse Aron for all Ancillary Costs incurred by Aron, subject to the provisions of this Section 6.6. Aron may demand such reimbursement from time to time and payment will be due as set forth in Section 12.5.2 after delivery to DCR of the relevant Backup Certificate. All refunds or adjustments of any type received by Aron related to any Ancillary Costs shall be reflected in the Monthly True-Up Payment as provided in Section 12.5 below. Upon requesting reimbursement for Ancillary Costs, Aron will deliver to DCR an officer’s certificate certifying as to the nature and amount of the relevant Ancillary Costs, and including the relevant invoices and other reasonable supporting evidence of such Ancillary Costs satisfactory to DCR in its reasonable discretion (the “Backup Certificate”). This provision shall survive any termination of this Agreement.

7. PRODUCT SPECIFICATIONS, QUALITY & BLENDING

7.1 Specifications. The Products sold and delivered to Aron shall generally conform to the typical properties set forth for each grade of Product listed on Schedule A, as amended by the Parties by mutual written agreement from time to time.

7.2 Blending of Products at the Refinery. In its role as a “fuelmanufacturer” and a “refiner” (as such terms are defined under 40 C.F.R. Part 79 and Part 80) DCR shall be responsible for: (i) registering the Products and the Refinery with the EPA, (ii) designating all of the volumes of Products that it may produce by refining and/or blending in accordance with EPA requirements, (iii) testing and certifying Product batches in accordance with EPA requirements, (iv) compliance with all applicable EPA recordkeeping and reporting requirements, (v) properly administering the product transfer document requirements of the EPA, (vi) meeting the renewable volume obligation compliance requirements as required under the RFS2 program and (vii) any and all other “fuelmanufacturer” and “refiner” requirements set forth by the EPA under 40 C.F.R. Part 79 and Part 80. In all cases and for all Products,

37

DCR shall be solely entitled to all “renewable identification numbers” or “RINs” applicable to or associated with all Products under this Agreement.

8. TITLE, RISK OF LOSS & CUSTODY

8.1 Transfer of Title.

8.1.1 Title to Products purchased by Aron pursuant to the terms of this Agreement shall pass from DCR to Aron as the Product passes the inlet flange of the Tank (including tanks at any other Included Locations added to the scope of this Agreement after the Commencement Date pursuant to Section 5) to which such Products are being delivered. All Products shall be delivered by DCR, at DCR’s cost, to Aron into the Tanks (including tanks at any other Included Locations added to the scope of this Agreement after the Commencement Date pursuant to Section 5).

8.1.2 Title to Products purchased by DCR pursuant to the terms of this Agreement shall pass from Aron to DCR as the Products pass the outlet flange of the Tank (including tanks at any other Included Locations added to the scope of this Agreement after the Commencement Date pursuant to Section 5) from which such Products are being delivered. Provided no Event of Default has occurred and is continuing with respect to DCR, DCR shall be permitted to withdraw from the Tanks (including tanks at any other Included Locations added to the scope of this Agreement after the Commencement Date pursuant to Section 5) and take delivery of Product on any day, at any time and in any quantity. The withdrawal and receipt of any Product by DCR at the outlet flange of the Tanks (including tanks at any other Included Locations added to the scope of this Agreement after the Commencement Date pursuant to Section 5) shall be on an “ex works” basis.

8.2 Ownership. Aron shall own and have title to all of the Aron Inventory stored in the Included Locations (it being agreed and acknowledged that (i) Excess Quantities do not constitute Aron Inventory and (ii) upon DCR purchasing any Aron Inventory pursuant to Section 6.4.5, such quantities shall not constitute Aron Inventory unless and until the quantities in the affected Tanks are repurchased by Aron pursuant to Section 6.4.5). DCR, for itself and on behalf of its Affiliates, fully acknowledges Aron’s title to and interest in the Aron Inventory and further represents and warrants that neither it nor any of its Affiliates shall have any Lien on the Aron Inventory and waives any Lien held by it (if any) in the Aron Inventory.

8.3 Transfer of Custody. DCR shall maintain custody of all Products owned by Aron pursuant to the terms of this Agreement and shall be responsible for maintaining the insurance required of DCR pursuant to Section 15. DCR shall hold all Aron Inventory in the Included Locations solely as bailee. During the Term, neither DCR nor any of its Affiliates shall (and DCR shall not permit any of its Affiliates or any other

38

person to) use any Aron Inventory for any purpose except as may be permitted by this Agreement. Solely in its capacity as bailee, DCR shall have custody of Aron Inventory from the time such Aron Inventory passes the inlet flange of the Tanks (including tanks at the Included Locations) until such time as such Aron Inventory passes the outlet flange of the Tanks (including tanks at the Included Locations).

8.4 Refinery Operations. At all times DCR shall have and retain complete control of the Refinery and its maintenance and operations, including utilization or maintenance of Tanks.

9. STORAGE

9.1 Services. DCR hereby undertakes the following obligations with respect to the Services to be provided by DCR under this Agreement, for and in consideration of the mutual covenants and undertakings set forth in this Agreement:

9.1.1 It agrees, in accordance with the terms and conditions of this Agreement, to provide to Aron the Services at the Refinery and the Tanks.

9.1.2 It shall comply with all Applicable Laws and any applicable safety guidelines, procedures or policies in connection with operations at the Refinery and the Tanks.

9.1.3 It shall maintain the Tanks in accordance with Accepted Industry Practice.

9.2 Tanks. DCR shall make available to Aron all of DCR’s and its Affiliates’ rights to use the Tanks for the Term of this Agreement to store the Aron Inventory sold by DCR to Aron pursuant to this Agreement. Aron may only store Aron Inventory in the Tanks that has been purchased from DCR pursuant to this Agreement. Notwithstanding anything in this Agreement to the contrary, DCR, as the owner and the operator of the Tanks and the Refinery, retains the right to manage the utilization of the Tanks (including by removing from service, changing the type of Product service of, or otherwise replacing or substituting with alternate tankage, any of the Tanks listed on Schedule B), in its sole discretion and in accordance with Accepted Industry Practice; provided that such utilization management activities by DCR do not prejudice Aron’s rights to the Aron Inventory hereunder and that the use of any alternate tankage shall be covered by all of the terms and conditions of this Agreement.

9.3 No Commingling. Except (i) to the extent permitted in accordance with Section 6or (ii) in the event that a Change in Law occurs whereby any Governmental Authority has the right to purchase Products in the Tanks and/or to create or hold Liens in any such Products in the Tanks, or otherwise becomes entitled to exercise rights or powers substantially equivalent to the foregoing, DCR shall not store any Products owned by DCR or any of its Affiliates or a third party in any Tank without Aron’s prior written consent. Aron agrees that DCR may commingle Products only in the

39

circumstances and subject to the terms and conditions described and referenced in this Section 9.3.

9.4 Receipts Into and Deliveries Out of the Included Locations. From and after the Commencement Date, (i) Aron shall accept and receive Products delivered by DCR to Aron into the Included Locations in connection with each sale by DCR to Aron pursuant to this Agreement and (ii) DCR shall withdraw Products from the Included Locations in connection with each sale by Aron to DCR pursuant to this Agreement.

9.5 Measurement. The quantity and quality of Products received into and delivered from the Included Locations, as well the quantity and quality of Aron Inventory in the Included Locations at any given time, shall be determined by applying the Volume Determination Procedures in accordance with the latest established API/ASTM standards, or other mutually agreed to specifications, and shall include tank heels and working inventory. All volumes shall be temperature corrected to 60° Fahrenheit in accordance with the latest supplement or amendment to the appropriate ASTM-IP Petroleum Measurement Tables. DCR shall calibrate the Tanks as needed and verify the accuracy of the sampling and measurement equipment at the Refinery pursuant to applicable standards set by the API/ASTM, including the latest revisions thereto.

9.6 Aron Inventory. DCR shall be liable for contamination of the Aron Inventory, unless such contamination is due to Aron’s or its representative’s negligence or willful misconduct. As to contamination to the Aron Inventory for which DCR is liable pursuant to this Section 9.6, DCR shall promptly notify Aron of such contamination and the Parties shall account for any differences in the grade of the contaminated or downgraded Aron Inventory (including to the extent any such material no longer continues to meet the specifications for any Product for purposes hereof) pursuant to the volume determination, invoicing and payment procedures set forth in Sections 6.3, 12.1 and 12.5.

9.7 Condition and Maintenance of Tanks.

9.7.1 The execution of this Agreement by the Parties does not impose any obligation or responsibility on Aron in connection with: (i) any existing or future environmental condition at the Refinery, the Tanks and/or any related facilities (collectively, the “Facility”), including the presence of a regulated or hazardous substance on or in environment media at the Facility (including the presence in surface water, groundwater, soils or subsurface strata or air), including the subsequent migration of any such substance; (ii) any Environmental Law; (iii) the Required Permits; or (iv) any requirements arising under or relating to any Applicable Law pertaining or relating to the operation of the Facility, except to the extent of any Liabilities that are caused by the negligence or misconduct of Aron or its Representatives or are otherwise within the scope of Aron’s indemnification obligations under Sections 19.2 or 21.2, inclusive of

40

when any Representatives of Aron are present at the Facility and cause a release or other event.

9.7.2 Products may require the application of heat or steam by DCR to maintain the same in a liquid free-flowing or pumpable state; DCR agrees to provide such required heat at DCR’s expense. Recalibration, or strapping, of the Tanks may be performed from time to time in accordance with the terms of this Agreement. In the event that recalibration of meters, gauges or other measurement equipment is reasonably requested by Aron consistent with Accepted Industry Practice such as “strapping,” the Parties shall select a mutually agreeable U.S. Customs & Border Protection bonded, ISO-accredited independent petroleum inspection company to conduct such recalibration and Aron shall bear all costs associated therewith.

9.7.3 DCR may clean the Tanks during the Term of this Agreement for the following reasons: to perform maintenance, to perform inspections, in case of an emergency, to ensure product quality or as DCR otherwise deems appropriate in accordance with Accepted Industry Practice. In the event of Tank cleaning pursuant to this Section 9.7.3, DCR shall be responsible for the full cost of removing the Aron Inventory, cleaning the Tanks and disposing of any contaminants. DCR may identify substitute tank(s) for Aron during such time that a Tank is unavailable due to Tank cleaning pursuant to this Section 9.7 and the Parties shall cooperate with respect to the use of the same in a commercially reasonable manner. The transfer of the Aron Inventory from the unavailable Tank to the substitute tank, as well as any transfer from the substitute tank back to the original Tank or another tank, shall be at DCR’s sole expense. Any such substitute tank(s) will be covered by the terms and conditions of this Agreement. DCR shall, as provided in Section 6.3, notify Aron of all events and/or actions covered by or taken pursuant to this Section 9.7.3.

9.8 Certain Covenants Relating to Storage.

9.8.1 DCR agrees:

(i)that no loss allowances shall be applied to Aron Inventory held in the Tanks; and

(ii)that, in the event of any Product spill, leak or discharge or any other environmental pollution caused by or in connection with the use of any Tanks, DCR shall promptly commence containment or clean-up operations as required by any Governmental Authorities or Applicable Law or as DCR deems appropriate or necessary and shall notify or arrange to notify Aron promptly of any such material spill, leak or discharge and of any such operations.

41

9.8.2 Each Party agrees that it shall, in the performance of its obligations under this Agreement, comply in all material respects with Applicable Law, including all Environmental Laws. Each Party shall maintain the records required to be maintained by Environmental Law and shall make such records available to the other Parties upon their reasonable request. Each Party also shall promptly notify the other Parties of any material violation or alleged material violation of any Environmental Law relating to any Products stored under this Agreement and, upon request, shall provide to the other Parties all evidence of environmental inspections or audits by any Governmental Authority with respect to such Products.

9.9 Included Location Review and Vetting.

9.9.1 Subject to Section 9.9.2 below, if at any time Aron determines that any Tanks or other facilities constituting an Included Location (in each case, “Identified Facilities”) fail to satisfy Aron’s then applicable policies and procedures relating to the prudent maintenance and operation of storage tanks and pipeline facilities (“Aron’s Policies and Procedures”), and without limiting any other rights and remedies available to Aron hereunder or under any other Transaction Document, Aron may (after giving effect to Section 9.9.2) provide DCR notice of such failure so long as such failure is continuing and, if Aron provides such notice and such failure has not been cured or a cure has not been commenced to Aron’s reasonable satisfaction within 30 days after such notice is given, the following provisions shall be applicable: (i) in the case of any Identified Facilities that are owned by DCR, upon such date as Aron shall specify, such Identified Facilities shall cease to constitute an Included Location (or part of an Included Location) for purposes hereof and any payment to Aron in respect of any Products held in such Identified Facilities shall become due in accordance with the provisions of Section 12 hereof; and (ii) in the case of any Identified Facilities that are subject to a Required Storage Arrangement, the Parties shall endeavor as promptly as reasonably practicable and in good faith to execute such rights, provide such notices, negotiate such reassignments or terminations and/or take such further actions as Aron deems necessary or appropriate to terminate Aron’s status as the party entitled to use and/or hold Products at such Identified Facilities without impairing DCR’s ability to utilize such Identified Facilities and, concurrently with effecting the termination of such status, such Identified Facilities shall cease to constitute an Included Location (or part of an Included Location) for purposes hereof and any payment to Aron in respect of any Products held in such Identified Facilities shall become due in accordance with the provisions of Section 12 hereof.

42

9.9.2 Aron’s rights under Section 9.9.1 above are subject to the following additional terms and conditions:

(i)Aron shall apply Aron’s Policies and Procedures with respect to the Included Locations in a non-discriminatory manner as compared with other similar storage tanks and pipeline facilities utilized by Aron in a similar manner;

(ii)If the failure of any Identified Facilities to satisfy Aron’s Policies and Procedures is a result of Aron’s Policies and Procedures exceeding the standards or requirements imposed under Applicable Law or good and prudent industry practice, then (1) Aron shall not require the removal of such Identified Facilities as Included Locations until the 120^th day after giving DCR notice of such failure, (2) during such 120 day period, Aron shall consult with DCR in good faith to determine whether based on further information provided by DCR such Identified Facilities comply with Aron’s Policies and Procedures and/or whether additional actions or procedures can be taken or implemented so that, as a result, such Identified Facilities would comply with Aron’s Policies and Procedures, and (3) if it is determined that such Identified Facilities do comply with Aron’s Policies and Procedures or, as a result of such additional actions or procedures, such Identified Facilities become so compliant within such 120 day period, then such Identified Facilities shall not cease to be Included Locations based on the noncompliance stated in Aron’s notice to DCR;

(iii)If within the 120 day period referred to in clause (ii)(2) above, DCR has identified and diligently commenced the implementation of additional actions or procedures that are intended to result in such Identified Facilities becoming compliant with Aron’s Policies and Procedures, but such implementation cannot through commercially reasonable efforts be completed within such 120 day period, then so long as DCR continues to diligently and in a commercially reasonable manner pursue the implementation of such additional actions and procedures, Aron will extend such 120 day period up for up to an additional 60 days to allow for such implementation to be completed and if such implementation is completed within such additional 60 day period, then such Identified Facilities shall not cease to be Included Locations based on the noncompliance stated in Aron’s notice to DCR; and

(iv)If any Identified Facilities cease to be Included Locations pursuant to Section 9.9.1 above and thereafter Aron determines, in its reasonable good faith judgment, that such Identified Facilities have become compliant with Aron’s Policies and Procedures, then Aron shall

43

promptly cooperate with DCR to reestablish such Identified Facilities as Included Locations hereunder.

10. CERTAIN REPRESENTATIONS

10.1 The Parties intend that:

10.1.1 each purchase and sale of Product between them, whether or not further documented, shall constitute a “forward contract” under section 101(25) and a “commodity forward agreement” as such term is used in clause (A)(i)(VIII) of the definition of “swap agreement” under section 101(53B) of the Bankruptcy Code, protected by, inter alia, section 556 and section 560 of the Bankruptcy Code, and that it will be treated as such under and in all proceedings related to any bankruptcy, insolvency or similar law (regardless of the jurisdiction of application or competence of such law) or any regulation, ruling, order, directive or pronouncement made pursuant thereto;

10.1.2 as a result of the foregoing, (i) the Performing Party’s right to liquidate, collect, net and set off rights and obligations under this Agreement and liquidate and terminate this Agreement shall not be stayed, avoided or otherwise limited by the Bankruptcy Code, including sections 362(a), 547, 548 or 553 thereof; (ii) the Performing Party shall be entitled to the rights, remedies and protections afforded by and under, among other sections, sections 362(b)(6), 362(b)(17), 362(b)(27), 362(o), 546(e), 546(g), 546(j), 548(d), 553, 556, 560, 561 and 562 of the Bankruptcy Code; and (iii) any cash, securities or other property provided as performance assurance, credit support or collateral with respect to the transactions contemplated hereby shall constitute “margin payments” as defined in section 101(38) of the Bankruptcy Code and all payments for, under or in connection with the transactions contemplated hereby shall constitute “settlement payments” as defined in section 101(51A) of the Bankruptcy Code; and

10.1.3 this Agreement and each transaction between the Parties hereunder constitutes a “master netting agreement” under section 101(38A) of the Bankruptcy Code; and that the rights in Section 18 hereto include the rights referred to in section 561(a) of the Bankruptcy Code.

10.2 Single Agreement. This Agreement and all transactions hereunder form a single integrated agreement between the Parties.

11. WARRANTIES

44

11.1 Warranties of Title.

11.1.1 DCR warrants that on the Commencement Date it shall transfer, or cause to be transferred, to Aron good and marketable title to the Initial Inventory free and clear of any Liens (other than inchoate tax Liens and/or as contemplated in the Intercreditor Agreement), and that it has full right and authority to transfer such title and effect delivery of such Initial Inventory to Aron.

11.1.2 Each Party represents and warrants to the other Party that, as of each date of delivery of Products sold hereunder to the other Party, it has good and marketable title to the Products sold and delivered pursuant to this Agreement, free and clear of any Liens (other than inchoate tax Liens) or as contemplated in the Intercreditor Agreement, and that it has full right and authority to transfer such title and effect delivery of such Products.

11.2 Disclaimer of Warranties. EXCEPT FOR THE WARRANTY OF TITLE, THE PARTY SELLING PRODUCT HEREUNDER MAKES NO WARRANTY, CONDITION OR OTHER REPRESENTATION, WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS OR SUITABILITY OF THE PRODUCT FOR ANY PARTICULAR PURPOSE OR OTHERWISE.

12. PRICING & PAYMENT

12.1 Interim Payment and Netting.

12.1.1 For each Production Week, Aron shall provide DCR with a net settlement statement setting forth:

(i)the “Weekly Net Volume” and (ii) the “Weekly Product Value,” which may be a positive or negative number.

As used herein, “Weekly Net Volume” shall be calculated as follows:

(1) Using the Daily Report of Inventory Volumes provided by DCR, Aron will calculate the “Daily Net Volume” for all Aron Inventory at the Included Locations as follows: the Inventory Volumes for the prior reported day minus the Inventory Volumes for such day. The “Weekly Net Volume” shall be equal to the sum of the Daily Net Volumes by Product Group for each day in the Production Week.

(2) For each Product Group, the “Weekly Product Value” shall be an amount equal to (a) the Weekly Net Volume for such Product

45

Group multiplied by (b) the applicable Weekly Product Benchmark for such Product Group.

(ii)the aggregate of the Weekly Product Values for all Product Groups (the “Total Weekly Product Value”); provided that if the Total Weekly Product Value is a positive number it shall represent an amount due from DCR to Aron and if the Total Weekly Product Value is a negative number, the absolute value thereof shall represent an amount due from Aron to DCR.

12.1.2 On or before 2:00 p.m. EPT on each applicable “Invoice Date” set forth on Schedule I, Aron shall provide DCR with a statement setting forth:

(ix)the Total Weekly Product Value, together with a reasonably detailed summary of the calculations made by Aron pursuant to Section 12.1.1 to determine such amount;

(x)any outstanding interest that accrues pursuant to Section 12.4; and

(xi)any other amounts due and payable as of such day, or outstanding amounts payable prior to such day, under this Agreement (the aggregate net amount payable, without duplication, the “Interim Net Payment Amount”).

If the Interim Net Payment Amount is positive, it shall be due from DCR to Aron and if the Interim Net Payment Amount is negative, the absolute value thereof shall be due from Aron to DCR.

12.1.3 The Party owing the Interim Net Payment Amount shall pay such amount to the other Party on or prior to the applicable “Payment Date” set forth on Schedule I, subject to Section 12.3; provided, however, that if such payment is due from DCR to Aron and Aron failed to deliver the statement required pursuant to Section 12.1.2 by 2:00 p.m. EPT on the applicable “Invoice Date” set forth on Schedule I, then such Interim Net Payment Amount shall not be due and payable until the next Business Day following the applicable “Payment Date” set forth on Schedule I.

12.2 Payments. Unless otherwise set forth herein, all payments to be made under this Agreement shall be made by wire transfer of same day funds in U.S. Dollars to such bank account at such bank as the payee shall designate in writing to the payor from time to time. All payments shall be deemed received on the Business Day on which same day funds therefor are received by the payee. Payments received after any applicable time set forth in this Agreement on any Business Day or on a day that is not a Business Day shall be deemed to have been received on the following Business Day. Except as otherwise expressly provided in this Agreement, all payments by

46

DCR or Aron shall be made in full without discount, offset, withholding, counterclaim or deduction whatsoever for any claims which one Party may now have or hereafter acquire against the other Party, whether pursuant to the terms of this Agreement or otherwise, except as expressly provided herein.

12.3 Disputed Invoices. If an invoiced Party in good faith disputes the accuracy of the amount invoiced, the invoiced Party shall pay such amount as it in good faith believes to be correct and provide written notice stating the reasons why the remaining disputed amount is incorrect, along with supporting documentation. In the event the Parties are unable to resolve such dispute, the matter shall be resolved in accordance with Section 22.

12.4 Interest on Late Payments. Interest shall accrue on late payments under this Agreement at the lesser of (i) LIBOR plus the sum of 2.00% and the Applicable Margin and (ii) the maximum rate of interest per annum permitted by Applicable Law, from and including the date that payment is due until but excluding the date that payment is actually received by the Party to whom it is payable.

12.5 Monthly True-Up Payment. Aron shall use commercially reasonable efforts to provide to DCR, on the applicable “True Up Date” set forth on Schedule I, the Monthly True-Up Statement, showing the net true up amount due from one Party to the other Party (the “Monthly True-Up Payment”), and including the following amounts (without duplication):

12.5.3 the Aggregate Monthly Product True-Up Amount; plus

12.5.4 the Ancillary Costs for such month not otherwise paid or satisfied hereunder pursuant to Section 6.6, and as evidenced in the relevant Backup Certificate; and plus or minus, as applicable,

12.5.5 any other adjustments to amounts payable by one Party to the other Party pursuant to this Agreement.

12.6 Monthly True-Up Invoicing and Payment. If the amount of the Monthly True-Up Payment is a positive number, such amount shall be due from DCR to Aron, and if the amount of the Monthly True-Up Payment is a negative number, then the absolute value thereof shall be due from Aron to DCR. The Party owing the Monthly True-Up Payment shall pay such amount as shown on the Monthly True-Up Statement to the other Party on or prior to 5:00 p.m. EPT on the second Business Day following Aron’s delivery to DCR of the Monthly True-Up Statement and all related supporting documentation, subject to Section 12.3.

13. FINANCIAL INFORMATION; NOTIFICATIONS; CREDIT SUPPORT

13.1 Provision of Financial Information. DCR shall provide Aron, and Aron shall provide to DCR, (i) within 120 days following the end of each of its fiscal years, (a) a copy

47

of the annual report, containing audited consolidated financial statements of PBFH or Aron, as applicable, and its consolidated subsidiaries for such fiscal year certified by independent certified public accountants and (b) the balance sheet, statement of income and statement of cash flow of PBFH or Aron, as applicable, for such fiscal year, as reviewed by PBFH’s or Aron’s, as applicable, independent certified public accountants, and (ii) within 90 days after the end of its first three fiscal quarters of each fiscal year, a copy of the quarterly report, containing unaudited consolidated financial statements of PBFH or Aron, as applicable, and its consolidated subsidiaries for such fiscal quarter; provided that so long as PBF or The Goldman Sachs Group, Inc., as applicable, is required to make public filings of its quarterly (on form 10-Q) and annual (on form 10-K) financial results pursuant to the Exchange Act, such filings are available on the SEC’s EDGAR database and such filings are made in a timely manner, then DCR or Aron, as applicable, will not be required to provide such annual or quarterly financial reports to the other Party.

13.2 Additional Information. Upon reasonable notice, DCR shall provide to Aron, and Aron shall provide to DCR, such additional information as Aron or DCR, as applicable, may reasonably request to enable it to ascertain the current financial condition of DCR or Aron, as applicable.

13.3 Notifications. Each Party shall notify the other Party in writing within two Business Days of learning of any of the following events:

13.3.1 any Event of Default or Additional Termination Event, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;

13.3.2 any event that is reasonably expected to be a Material Adverse Change with respect to such party;

13.3.3 it or its Guarantor consolidates or amalgamates with, merges with or into, or transfers all or substantially all of its assets to another person; and

13.3.4 in the case of DCR,

(i)its binding agreement to sell, lease, sublease, transfer or otherwise dispose of, or grant any person (including an Affiliate) an option to acquire, in one transaction or a series of related transactions, all or substantially all of the Refinery assets;

(ii)any labor disturbances at the Refinery that are reasonably likely to adversely and materially impact the use of the Tanks;

(iii)notice of any (i) material “Default” and/or (ii) “Event of Default” under the Revolving Credit Agreement (each as defined therein); or

48

(iv)a final judicial or administrative judgment against it that individually or in the aggregate is in excess of $75,000,000.

13.4 Credit Support Guaranties.

13.4.1 As security for the prompt payment and performance in full when due of Aron’s obligations under this Agreement, Aron shall cause its Guarantor to (i) deliver to DCR prior to the Commencement Date its Guaranty in form and substance reasonably acceptable to DCR and (ii) maintain such Guaranty in effect for the Term hereof.

13.4.2 As security for the prompt payment and performance in full when due of DCR’s obligations under this Agreement, DCR shall cause its Guarantor to (i) deliver to Aron prior to the Commencement Date its Guaranty in form and substance reasonably acceptable to Aron and (ii) maintain such Guaranty in effect for the Term hereof.

13.5 Back-up Security Interest. The Parties intend that the transactions contemplated by this Agreement constitute purchase and sale transactions. If, notwithstanding the intent of the Parties, such transactions are deemed to constitute loans, then DCR shall be deemed to have pledged and granted to Aron, a first priority lien and security interest in all quantities of Product intended to constitute Aron Inventory hereunder and all proceeds thereof as security for the performance of all of DCR’s obligations and liabilities hereunder, and any UCC filings by Aron with respect to such quantities of Product shall serve to perfect such pledge and security interest. However, the filing of any UCC financing statements made pursuant to this Agreement shall in no way be construed as being contrary to the intent of the Parties that the transactions contemplated by this Agreement be treated as purchase and sale transactions.

13.6 Adequate Assurances.

13.6.1 Aron may, in its reasonable discretion and upon written notice to DCR, require that PBFH provide it with satisfactory security for or adequate assurance of its or its Guarantor’s performance within a specified time period as appropriate (but not less than two Business Days from delivery of such notice), when a Material Adverse Change has occurred as with respect to P DCR RC or its Guarantor.

13.6.2 DCR may, in its reasonable discretion and upon notice to Aron, require that Aron provide it with satisfactory security for or adequate assurance of its or its Guarantor’s performance within a specified time period as appropriate (but not less than two Business Days from delivery of such notice), when a Material Adverse Change has occurred as with respect to Aron or its Guarantor.

49

13.6.3 DCR or Aron, as applicable, shall provide performance assurance to DCR or Aron, as applicable, on or prior to the second Business Day following written demand therefor in the form of Acceptable Credit Support. The performance assurance provided by DCR or Aron, as applicable, shall be for a reasonable duration and in an amount reasonably sufficient to cover a value up to DCR’s or Aron’s, as applicable, good faith estimated financial exposure under this Agreement. If performance assurance is provided in the form of a letter of credit, such letter of credit shall be issued by an Acceptable Letter of Credit Issuer and shall be in a form reasonably acceptable to DCR or Aron, as applicable, in the exercise of its good faith, reasonable discretion. All bank charges relating to any letter of credit and any fees, commissions, costs and expenses incurred with respect to furnishing security are for the account of DCR or Aron, as applicable.

13.7 Further Assurances. Each Party agrees, at any time and from time to time upon the request of the other Party, to execute, deliver and acknowledge, or cause to be executed, delivered and acknowledged, such further documents and instruments and to do such other acts and things as such Party may reasonably request in order to fully effect the purposes of this Agreement. Between the Effective Date and the Commencement Date, if the Parties determine in good faith that any Schedule hereto contains an error or requires further revision or clarification, the Parties shall cooperate in good faith to revise the content of such Schedule(s) to address such matter and, on the Commencement Date, will execute such amendment or other instrument as each Party deems reasonably necessary to cause each such revised Schedule to be incorporated as an attachment to this Agreement as contemplated by the terms hereof.

14. TAXES

14.1 Taxes. Each Party represents that it is registered, and covenants that it will continue to be so registered, with the Internal Revenue Service and the Delaware Department

50

of Transportation and the Delaware Division of Revenue to engage in tax-free transactions with respect to Products. Prior to the date of delivery of Products hereunder each Party shall provide to the other Party proper notification, exemption, motor fuel licenses or resale certificates or direct pay permits as may be required or permitted by Applicable Law. If a Party does not furnish such certificates and licenses to the other Party or if the transaction is subject to Tax under Applicable Law because no exemption exists, the applicable Party shall reimburse and indemnify the other Party for all Taxes that the other Party remits to a Governmental Authority or that are incurred by that Party, together with all penalties and interest thereon.

14.2 Each Party acknowledges and agrees that it will be solely responsible for any Excluded Taxes owed by it or any similar taxes such as gross earnings, gross receipts or similar taxes that are based upon gross receipts, gross earnings or gross revenues. Each Party hereby irrevocably waives and releases the other Party from, and agrees not to assert any reimbursement or other indemnification claims against the other party with respect to, any Liabilities (including pursuant to Section 19) with respect to the imposition or incurrence of any Excluded Taxes (including any such gross receipt taxes pursuant to Title 30 of the Delaware Code as in effect from time to time).

14.3 Any other provision of this Agreement to the contrary notwithstanding, this Section 14 shall survive until 90 days after the expiration of the statute of limitations for the assessment, collection and levy of any Tax.

15. INSURANCE

15.1 Insurance Required to be provided by DCR. DCR, directly or through an Affiliate, shall procure and maintain in full force and effect throughout the Term insurance coverage of the following types and amounts and with insurance companies rated not less than A- by A.M. Best, or otherwise reasonably acceptable to Aron, in respect of DCR’s receipt, handling and storage of Aron Inventory under this Agreement:

15.1.1 property damage coverage on an “all risk” basis without flood, earthquake, windstorm, tsunami and terrorism exclusions in an amount sufficient to cover the market value or potential full replacement cost of all of the Aron Inventory. Such insurance shall be endorsed to include Aron as loss payee with respect to the Aron Inventory. Notwithstanding anything to the contrary herein, Aron may, at its option and expense, endeavor to procure and provide such property damage coverage for the Products; provided that to the extent any such insurance is duplicative with insurance procured by DCR, the insurance procured by DCR shall in all cases represent, and be written to be, the primary coverage;

15.1.2 commercial general liability coverage which includes bodily injury, broad form property damage and contractual liability, cross suit liability, products and completed operations liability, and sudden and accidental

51

pollution liability coverage in a minimum amount of $5,000,000 per occurrence and $5,000,000 in the aggregate;;

15.1.3 (i) workers compensation in the amount required by Applicable Law, and (ii) employer’s liability with a minimum amount of $1,000,000 per accident, $1,000,000 per disease, and $1,000,000 aggregate;

15.1.4 automobile liability coverage in a minimum amount of $1,000,000;

15.1.5 umbrella/excess liability coverage providing coverage on a follow-form basis with respect the coverage required under Sections 15.1.2, 15.1.3(ii) and 15.1.4 in a minimum amount of $300,000,000 per occurrence and in the aggregate; and

15.1.6 pollution legal liability coverage in a minimum amount of $100,000,000 per occurrence and in the aggregate.

15.2 Additional Insurance Requirements.

15.2.1 The foregoing policies in Section 15.1 shall include or provide that the underwriters waive all rights of subrogation against Aron and the insurance is primary without contribution from Aron’s insurance. The foregoing policies with the exception of those listed in Sections 15.1.1 and 15.1.3(i) shall include Aron, its subsidiaries, and affiliates and their respective directors, officers, employees and agents as additional insured. The foregoing policy in Section 15.1.1 shall include Aron as loss payee with respect the Aron inventory.

15.2.2 DCR shall cause its insurance carriers to furnish insurance certificates to Aron, in a form reasonably satisfactory to Aron, evidencing the existence of the coverages required pursuant to Section 15.1. The certificate shall specify that the insurer will provide 30 days’ written notice prior to cancelation of insurance becoming effective. Upon Aron’s request, DCR shall provide renewal certificates within 30 days of the expiration of the previous policy under which coverage is maintained.

15.2.3 The mere purchase and existence of insurance does not reduce or release either Party from any liability incurred or assumed under this Agreement.

15.2.4 DCR shall comply with all notice and reporting requirements in the foregoing policies and timely pay all premiums.

15.2.5 DCR shall be responsible for any deductibles or retentions that are applicable to the insurance required pursuant to Section 15.1.

16. FORCE MAJEURE

52

16.1 Neither Party shall be liable to the other Party if it is rendered unable by a Force Majeure Event to perform in whole or in part any obligation or condition of this Agreement for so long as the Force Majeure Event exists and to the extent that performance is hindered by the Force Majeure Event; provided, however, that the Party unable to perform shall use all commercially reasonable efforts to avoid or remove the Force Majeure Event. During the period that performance by the affected Party of a part or whole of its obligations has been suspended by reason of a Force Majeure Event, the other Party likewise may suspend the performance of all or a part of its obligations to the extent that such suspension is commercially reasonable, other than any payment or indemnification obligations that arose prior to the Force Majeure Event.

16.2 To the extent reasonably practicable, the affected Party rendered unable to perform shall give written notice to the other Party within 24 hours after receiving notice of the occurrence of a Force Majeure Event, including, to the extent feasible, the details and the expected duration of the Force Majeure Event and the volume of Product affected. Such Party also shall promptly notify the other when the Force Majeure Event has terminated.

17. REPRESENTATIONS, WARRANTIES & COVENANTS

17.1 Mutual Representations and Warranties. Each Party represents and warrants to the other Party as of the Effective Date, and shall be deemed to represent and warrant as of the date of any purchase of Product hereunder, that:

17.1.1 it is (i) an “eligible contract participant” as defined in the U.S. Commodity Exchange Act, as amended, and (ii) a “forward contract merchant” under section 101(26) and a “master netting agreement participant” under section 101(38B), for purposes of the Bankruptcy Code;

17.1.2 it is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing, has the power to execute and deliver this Agreement and any other related documentation that it is required by this Agreement to deliver and to perform its obligations under this Agreement, and has taken all necessary action to authorize such execution, delivery and performance;

17.1.3 such execution, delivery and performance do not violate or conflict with, in any material respect, any Applicable Law, any provision of its constitutional documents or any order or judgment of any court or Governmental Authority;

17.1.4 all governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with

53

respect to this Agreement have been obtained or submitted and are in full force and effect;

17.1.5 its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law);

17.1.6 no Termination Event has occurred and is continuing, and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement;

17.1.7 there is not pending, nor to its knowledge threatened against it, any action, suit or proceeding at law or in equity or before any court, tribunal, Governmental Authority, official or arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or its ability to perform its obligations under this Agreement;

17.1.8 it has entered into the Transaction Documents and will enter into any transaction thereunder as principal (and not as advisor, agent, broker or in any other capacity, fiduciary or otherwise) and with a full understanding of the material terms and risks of the same, and has made its own independent decision to enter into the Transaction Documents and any transaction and as to whether the Transaction Documents and any transaction are appropriate or suitable for it based upon its own judgment and upon advice from such advisers as it has deemed necessary and not in reliance upon any view expressed by any other Party;

17.1.9 it is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice) the Transaction Documents and any transaction, understands and accepts the terms, conditions and risks of the Transaction Documents and any transaction and is capable of assuming and assumes the risks of the Transaction Documents and any transactions contemplated thereunder;

17.1.10 it is not bound by any agreement that would preclude or hinder its execution, delivery or performance of any of the Transaction Documents;

17.1.11 neither it nor any of its Affiliates has been contacted by or negotiated with any finder, broker or other intermediary in connection with the sale of Product hereunder who is entitled to any compensation with respect thereto; and

54

17.1.12 none of its directors, officers, employees or agents or those of its Affiliates has received or will receive any commission, fee, rebate, gift or entertainment of significant value in connection with any of the Transaction Documents.

17.2 Mutual Covenants.

17.2.1 Compliance with Applicable Laws. Each Party undertakes and covenants to the other Party that it shall comply in all material respects with all Applicable Laws, including all Environmental Laws, to which it may be subject in connection with the performance of any obligation or exercise of any rights under any of the Transaction Documents or in connection with any transaction contemplated by or undertaken pursuant to this Agreement.

17.2.2 Books and Records. All records or documents provided by any Party to the other Party shall, to the best knowledge of such Party, accurately and completely reflect the facts or estimates about the activities and transactions to which they relate. Each Party shall promptly notify the other Party if at any time such Party has reason to believe that any records or documents previously provided to the other Party no longer are materially accurate or complete.

17.2.3 Payments. All payments made under this Agreement shall be made in U.S. Dollars, the lawful currency of the United States.

17.3 DCR’s Representations and Covenants.

17.3.1 DCR represents and warrants that the Tanks have been maintained, repaired, inspected and serviced in accordance with Accepted Industry Practice and are generally in serviceable condition (normal wear and tear excepted) in all material respects.

17.3.2 DCR agrees that neither it nor any of its subsidiaries shall have any interest in or the right to dispose of, and shall not create or consent to the creation of any Liens with respect to, the Aron Inventory (it being acknowledged that (i) Excess Quantities do not constitute Aron Inventory and (ii) upon DCR purchasing any Aron Inventory pursuant to Section 6.4.5, such quantities shall not constitute Aron Inventory unless and until repurchased by Aron pursuant to Section 6.4.5). DCR authorizes Aron to file at any time and from time to time any UCC financing statements identifying the Aron Inventory subject to this Agreement and Aron’s ownership thereof and title thereto, and DCR shall execute and deliver to Aron, and DCR hereby authorizes Aron to file (with or without DCR’s signature), at any time and from time to time, all amendments to financing statements, assignments, continuation financing statements, termination

55

statements and other documents and instruments, in form reasonably satisfactory to each of Aron and DCR, as Aron may reasonably request, to provide public notice of Aron’s ownership of and title to the quantities of the Aron Inventory subject to this Agreement and the Intercreditor Agreement.

17.3.3 DCR agrees that, other than in connection with a refinancing of the 8.25% notes due 2020 issued by PBFH and certain affiliates or the issuance of notes to effectively replace the 8.25% notes due 2020, it will not incur, create, assume or guaranty any Specified Indebtedness if, in connection with such incurrence, creation, assumption or guaranty or proposed incurrence, creation, assumption or guaranty of Specified Indebtedness, the ratings assigned to the 8.25% notes due 2020 issued by PBFH and certain Affiliates thereof, or any applicable refinancing of such notes, are (or would be) lower than B2 (or its then-current equivalent) by Moody’s Investors Service, Inc. (or any successor rating agency thereto) and B (or its then-current equivalent) by Standard & Poor’s Ratings Service (or any successor rating agency thereto), as rated by both such rating agencies.

For the purposes of the foregoing, “Specified Indebtedness” means: the (i) obligations described in clauses (a), (b) and (f) (but only with respect to such clause (f) for obligations of third parties that are not Affiliates of DCR and are secured as described in such clause (f)), in each case as set forth in the such clauses in the definition of “Indebtedness” in the Revolving Credit Agreement; and (ii) reimbursement obligations in respect of letters of credit, letters of guaranty, bankers’ acceptable and similar instruments; provided, however, that Specified Indebtedness shall not include in any event any reimbursement obligations relating to letters of credit (w) used in the ordinary course in connection with the purchase or financing of hydrocarbon assets (including feedstocks) or the transportation thereof, (x) used in connection with any hedging obligations (including commodities, currency and/or interest rate hedges) incurred in the ordinary course of business, (y) used in connection with self-insurance obligations, insurance premiums, workers’ compensation, unemployment insurance, performance of surety bonds, bankers’ acceptances, or the satisfaction of applicable legal or regulatory requirements (including in respect of environmental and other regulatory obligations, to secure the performance of tenders, statutory obligations, surety, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, or to secure liability for premiums to insurance brokers, carriers or insurance companies or (z) additional obligations incurred in the ordinary course of business in an amount not to exceed $100,000,000 of face value of any such reimbursement obligations at any time outstanding.

56

17.4 Acknowledgement. DCR and Aron each acknowledge and agree that (1) each is a merchant of crude oil and petroleum products and may, from time to time, be dealing with prospective counterparties, or pursuing trading or hedging strategies, in connection with aspects of their respective business that are unrelated hereto and that such dealings and such trading or hedging strategies may be different from or opposite to those being pursued pursuant to or in connection with this Agreement, (2) neither DCR nor Aron has any fiduciary or trust obligations of any nature with respect to the other Party, or any of such Party’ Affiliates, (3) DCR and Aron may enter into transactions and purchase crude oil or petroleum products for their own account or the account of others at prices more favorable than those being paid by or to the other Party hereunder and (4) nothing herein shall be construed to prevent DCR or Aron, as applicable, or any of their partners, officers, employees or Affiliates, in any way, from purchasing, selling or otherwise trading in crude oil, petroleum products or any other commodity for their own account or for the account of others, whether prior to, simultaneously with or subsequent to any transactions under this Agreement (such matters and activities conducted or engaged in by each Party as described in the foregoing clauses (1), (3) and (4), and including in any event any hedging activities on any Products and other hydrocarbon assets unrelated to the transactions set forth in this Agreement or the other Transaction Documents, together with any and all other business and activities conducted or engaged in by such Party that are unrelated to this Agreement, the other Transaction Documents, the Related Agreement and/or any Specified Transactions, being its respective “Outside Activities”).

17.5 Outside Activities. Each of DCR and Aron acknowledge and agree that (a) all of its respective Outside Activities are conducted at its sole discretion and solely for its own account, (b) as a consequence, each shall solely be responsible to retain and pay, discharge and perform as and when due all Liabilities with respect to its own respective Outside Activities and (c) to the fullest extent permitted by Applicable Law, it shall defend, indemnify and hold harmless the other Party and its Affiliates from and against any Liabilities incurred by such other Party or its Affiliates as a result of or related to such first Party’s respective Outside Activities.

18. TERMINATION EVENTS, DEFAULT & EARLY TERMINATION

18.1 Events of Default. Notwithstanding any other provision of this Agreement, the occurrence and continuance of any of the following events or circumstances shall constitute an “Event of Default”:

18.1.1 A Party fails to make a payment when due and payable under this Agreement within two Business Days following receipt of a written demand for payment by the other Party.

18.1.2 A Party (or, if applicable, any Affiliate of such Party that is party to a Transaction Document) breaches any representation or warranty made or repeated, or deemed to have been made or repeated, by the Party in

57

any material respect, or any representation or warranty proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated under this Agreement or any Transaction Document; provided, however, that if such breach is curable, such breach is not cured to the reasonable satisfaction of the other Party within ten Business Days from the date that such Party receives written notice that corrective action is needed.

18.1.3 Other than a default more specifically described in this Section 18.1, a Party (or, if applicable, any Affiliate of such Party that is party to a Transaction Document) fails to perform any material obligation or breaches a material covenant required under this Agreement or any Transaction Document, which, if capable of cure, is not cured to the reasonable satisfaction of the other Party (acting in good faith and in a commercially reasonable manner) within ten Business Days from the date that such Party receives written notice that corrective action is needed.

18.1.4 A Party or such Party’s Guarantor (or, in the case of DCR, PBF) becomes or is Bankrupt;

18.1.5 A Party’s Guarantor (i) fails to satisfy, perform or comply with any material obligation in accordance with its Guaranty in favor of the other Party (the “Receiving Party”) if such failure continues after any applicable grace or notice period, (ii) breaches any covenant or any representation or warranty proves to have been incorrect or misleading in any material respect under its Guaranty, which is not cured within any applicable grace or notice period, or (iii) repudiates, disclaims, disaffirms or rejects (in each case, in writing), in whole or part, any obligation under its Guaranty, or challenges the validity of its Guaranty (in each case, in writing).

18.1.6 (i) Either Party or any of its Designated Affiliates (1) defaults under a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, there occurs a liquidation of, an acceleration of obligations under or any early termination of, that Specified Transaction, or (2) disaffirms, disclaims, repudiates or rejects, in whole or in part, a Specified Transaction (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf), provided, that the other Party shall first give notice thereof to such first Party, and such default or other applicable event is not cured (if capable of being cured) to the reasonable satisfaction of the other Party within five Business Days from the date that such Party receives such notice (it being acknowledged and agreed that the foregoing shall not alter or extend the applicable notice or grace period, if any, applicable to such

58

Specified Transaction and that the foregoing five Business Day period applies only to the right of a Party to declare an Event of Default under this Section 18.1.6); or (ii) either Party or any Affiliate of such Party that is a party to any credit support document provided pursuant to the terms and conditions of this Agreement disaffirms, disclaims, repudiates or rejects, in whole or in part, such credit support document or its material obligations thereunder other than pursuant to the applicable terms and conditions thereof.

18.1.7 Any Lien (other than a Lien granted by Aron and other than inchoate tax Liens) is placed on any material portion of the Aron Inventory due to an act or with the consent of DCR. Upon the occurrence of such event, DCR shall be deemed to be a Defaulting Party hereunder and Aron shall be deemed to be the Performing Party.

18.1.8 A Party fails to provide adequate assurances in accordance with, and within the time periods set forth in, Section 13.6.

18.2 Additional Termination Events. Notwithstanding any other provision of this Agreement, the occurrence of any of the events or circumstances specified in this Section 18.2 shall constitute an “Additional Termination Event” and, in each instance, DCR shall be deemed to be the “Affected Party” and Aron shall be deemed to be the Performing Party for purposes of determining the rights and remedies available to the Performing Party under Section 18.3.

18.2.1 Except in the case of any Refinery maintenance or turnaround, either (i) operations at the Refinery shall have ceased (other than as a result of a Force Majeure Event) for a period of at least 90 consecutive days or (ii) there occurs an inability to receive into, deliver Products out of or store Products (other than as a result of a Force Majeure Event) in the Tanks (taken as a whole) in any material respect for a period of at least 90 consecutive days.

18.2.2 A Force Majeure Event affecting the Refinery has occurred and is continuing for a period of at least 90 consecutive days.

18.2.3 The obligations under any Credit Agreement have become due and payable (i) at their scheduled maturity and have not been repaid in full on or prior to such date (after giving effect to any grace or cure periods) or (ii) prior to their scheduled maturity as a result of the occurrence and continuance of an event of default thereunder and the acceleration of the scheduled maturity of such obligations.

18.2.4 An “Event of Default” exists with respect to PRCLLC or PBFH under the Related Agreement.

59

18.2.5 DCR or any of its Affiliates sells, leases, subleases, transfers or otherwise disposes of, in one transaction or a series of related transactions, all or substantially all of the assets of the Refinery (provided that the foregoing event shall not constitute an Additional Termination Event if DCR has, in a timely manner, exercised its early termination right in connection with such event pursuant to Section 2.3or 2.4 and complied with all applicable terms and conditions hereof in connection with exercising such right).

18.2.6 PBFH or DCRC (i) consolidates or amalgamates with, merges with or into, or transfers all or substantially all of its assets to, another person (including an Affiliate) or any such consolidation, amalgamation, merger or transfer is consummated, and (ii)(A) the successor resulting from any such consolidation, amalgamation or merger or the person that otherwise acquires all or substantially all of the assets of PBFH or DCRC does not assume, either by operation of law or without amendment or modification of the applicable Transaction Documents (other than any amendments or modifications that are ministerial in nature), all of DCR’s obligations hereunder and under the other Transaction Documents, or (B) in the reasonable judgment of Aron, the creditworthiness of the resulting, surviving or transferee person, taking into account any guaranties, is materially weaker than DCR immediately prior to the consolidation, amalgamation, merger or transfer (provided that the foregoing event shall not constitute an Additional Termination Event if DCR has, in a timely manner, exercised its early termination right in connection with such event pursuant to Section 2.3 or 2.4 and complied with all applicable terms and conditions hereof in connection with exercising such right).

18.2.7 A Change of Control with respect to PBF (provided that the foregoing event shall not constitute an Additional Termination Event if DCR has, in a timely manner, exercised its early termination right in connection with such event pursuant to Section 2.3 or 2.4 and complied with all applicable terms and conditions hereof in connection with exercising such right); provided that any Early Termination Date designated by Aron as a result of such occurrence shall occur no earlier than the effective date of such Change of Control event.

18.2.8 The Intercreditor Agreement ceases to be in full force and effect or the “Revolving Agent” (as defined therein) repudiates, disclaims, disaffirms or rejects (in each case, in writing), in whole or part, any of its material obligations thereunder or challenges the validity thereof (in each case, in writing).

18.3 Remedies Generally. Notwithstanding any other provision of this Agreement or any Specified Transaction, upon the occurrence and continuance of an Event of Default

60

with respect to a Party (such Party referred to as the “Defaulting Party”), or upon the occurrence and continuance of an Additional Termination Event with respect to the Affected Party, the other Party in each case (the “Performing Party”) may, in its sole discretion, in addition to all other remedies available to it and without incurring any Liabilities, do any or all of the following:

18.3.1 suspend its performance under this Agreement, including any Product sale, purchase, receipt, delivery or payment obligations, upon written notice to the Defaulting Party or Affected Party;

18.3.2 declare all or any portion of the Defaulting Party’s or Affected Party’s, as applicable, obligations under this Agreement to be forthwith due and payable, all without presentment, demand, protest or further notice of any kind, all of which are expressly waived by the Defaulting Party or Affected Party, as applicable;

18.3.3 upon written notice to the Defaulting Party or the Affected Party, specify a date (the “Early Termination Date”) on which to terminate this Agreement;

18.3.4 terminate all other Transaction Documents and all other agreements that may then be outstanding between the Parties that relate specifically to this Agreement;

18.3.5 close out any Specified Transactions pursuant to Section 18.4;

18.3.6 determine the Settlement Amount pursuant to Section 18.5;

18.3.7 determine the Termination Amount as provided in Section 18.6; and

18.3.8 exercise any rights and remedies provided or available to the Performing Party under this Agreement or at law or equity, including such remedies as provided for under the UCC.

18.4 Export of Defaults to and Liquidation of Specified Transactions. If the Performing Party gives written notice to the Non-Performing Party pursuant to Section 18.3.3 declaring an Early Termination Date, the occurrence thereof shall constitute a material breach and an event of default, howsoever described, under all Specified Transactions by the Non-Performing Party, and the Performing Party may, by giving notice to the Non-Performing Party, designate an early termination date (which shall be no earlier than the Early Termination Date) for all Specified Transactions and, upon such designation, terminate, liquidate, accelerate and otherwise close out all Specified Transactions that lawfully may be closed out and terminated or, to the extent that in the reasonable opinion of the Performing Party certain of such Specified Transactions may not be liquidated and terminated under Applicable Law on such Early Termination Date, as soon thereafter as is reasonably practicable in which case

61

the actual termination date for such Specified Transactions will be the Early Termination Date, subject to the final sentence of this Section 18.4. In such event, the Performing Party shall calculate the payments due upon early termination of such Specified Transactions in accordance with the terms set forth in such Specified Transactions and in a commercially reasonable manner and without duplication of any amounts payable pursuant to Section 18.5, which shall be aggregated or netted to a single liquidated amount (the “Specified Transaction Close-Out Amount”) and paid pursuant to the terms of such agreements, or, if no payment date is specified, on the payment date specified in Section 18.7. In determining the Specified Transaction Close-Out Amount the Performing Party may foreclose upon and apply any collateral provided by or on behalf of the Non-Performing Party under this Agreement or any Specified Transaction. Notwithstanding the foregoing, in lieu of closing out, liquidating and terminating such Specified Transactions, to the extent practicable and if mutually agreed to by the Parties, the Parties shall use commercially reasonable efforts to permit the Non-Performing Party to assume the Performing Party’s obligations under such Specified Transactions upon commercially reasonable terms.

18.5 Determination of Settlement Amount in the Event of Early Termination.

18.5.1 Notwithstanding any other provision of this Agreement, if the Performing Party terminates this Agreement pursuant to Section 18.3.3, the Performing Party shall have the right, immediately and for 60 days thereafter, to terminate any other contract or agreement that may then be outstanding among the Parties that relates specifically to this Agreement, including any Transaction Document and, subject to Section 18.5.2, to liquidate and terminate any or all rights and obligations under this Agreement; provided that, in the event Aron is the Performing Party, this Agreement shall not be deemed to have terminated in full until Aron shall have disposed of all of the Aron Inventory (but in any event within 60 days thereafter); and provided further that such 60 day period shall be extended to the extent that the Performing Party is subject to or required to comply with the order of any court of competent jurisdiction that limits its ability to exercise such rights or remedies or if the exercise of such rights or remedies is impracticable due to circumstances beyond the Performing Party’s reasonable control (which, with the exercise of due diligence, such Party cannot avoid or overcome). The “Settlement Amount” shall mean the amount, expressed in U.S. Dollars, of all actual, reasonable losses and costs that are incurred by the Performing Party (expressed as a positive number) or gains that are realized by the Performing Party (expressed as a negative number) as a result of the liquidation and termination of all rights and obligations under this Agreement, each determined in a commercially reasonable manner. The determination of the Settlement Amount shall include (without duplication): (w) for any Specified Period designated by DCR or

62

otherwise established pursuant to the provisions of Schedule F prior to the Early Termination Date that ends after such Early Termination Date, the net present values as of the Early Termination Date of the Inventory Intermediation Roll Fees that would have become due as of the end of such Specified Period absent the early termination (where the discount rate to be used in the net present value calculation shall be equal to LIBOR plus the Applicable Margin), (x) all Specified Unwind Costs (as determined with respect to all Corresponding Futures and aggregated into a net amount), (y) the actual, reasonable losses and costs (or gains) incurred or realized by the Performing Party to the extent it elects to dispose of any Product inventories maintained for purposes of this Agreement and (z) if such termination occurs prior to July 1, 2017 and Aron is the Performing Party, the net present value of any Specified Early Termination Fee or Early Termination Fee that would have been payable to Aron pursuant to Section 3.8.7 or 3.8.8, respectively, as a result of an early termination under Section 2.3 or 2.4 of this Agreement (and the discount rate to be used in the net present value calculation shall be equal to LIBOR plus the Applicable Margin), except that if such termination occurs prior to January 1, 2016 the Specified Early Termination Fee shall be calculated in the same manner as under Section 3.8.7 except that the Default Early Termination Margin shall be used in place of the Specified Early Termination Margin. If the Settlement Amount is a positive number it shall be due to the Performing Party and if it is a negative number, the absolute value thereof shall be due to the Defaulting Party.

18.5.2 The Settlement Amount shall be determined by the Performing Party, acting in good faith, in a commercially reasonable manner, based on the applicable liquidated and terminated rights and obligations and shall be payable by one Party to the other. The Performing Party shall determine the Settlement Amount commencing as of the date on which such termination occurs by reference to such futures, forward, swap and options markets as it shall select in its commercially reasonable judgment; provided that the Performing Party is not required to effect such terminations and/or determine the Settlement Amount on a single day, but rather may effect such terminations and determine the Settlement Amount over a commercially reasonable period of time (but in any event within 60 days thereafter, subject to extension of such 60 day period on the same basis as the 60 day period referred to in Section 18.5.1 may be extended thereunder). In calculating the Settlement Amount, the Performing Party shall discount to present value (in a commercially reasonable manner based on LIBOR) any amount which would be due at a later date and shall add interest (at a rate determined in the same manner) to any amount due prior to the date of the calculation.

63

18.6 Determination of the Termination Amount in the Event of Early Termination. The amount payable in respect of early termination due to an Event of Default shall comprise (without duplication) all of the following amounts, which shall be aggregated or netted to a single liquidated amount (the “Termination Amount”) owing from one Party to the other Party:

18.6.1 the Settlement Amount;

18.6.2 the Specified Transaction Close-Out Amount as determined pursuant to Section 18.4;

18.6.3 the amount of any performance assurance, credit support or collateral provided by or on behalf of DCR under any Specified Transaction held by Aron at the Early Termination Date, which shall be applied as a credit to DCR;

18.6.4 without duplication, all actual out-of-pocket losses, damages and expenses reasonably and necessarily incurred by the Performing Party as a result of the termination and liquidation of this Agreement, in each case including reasonable (i) attorneys’ fees, (ii) court costs, (iii) collection costs, (iv) interest charges and (v) other reasonable disbursements; and

18.6.5 all Unpaid Amounts, including any purchase price for Product that has not yet been paid.

18.7 Payment of Termination Amount. The Performing Party shall notify the Non-Performing Party of the Termination Amount due from or due to such Party. If the Non-Performing Party owes the Termination Amount to the Performing Party, the Non-Performing Party shall pay the Termination Amount on the second Business Day after it receives the statement. If the Performing Party owes the Termination Amount to the Non-Performing Party, the Performing Party shall pay the Termination Amount once it has reasonably determined all amounts owed by the Non-Performing Party to it under all Specified Transactions and its rights of close-out and setoff under Section 18.9.

18.8 Certain Rights of Aron as Performing Party. Without limiting any other rights or remedies hereunder, if Aron is the Performing Party, Aron may, in its commercially reasonable discretion, (i) withdraw from storage any and all of the Products then in the Included Locations, (ii) otherwise arrange for the disposition of any Products then in the Included Locations and (iii) liquidate in a commercially reasonable manner any credit support, margin or collateral, to the extent not already in the form of cash (including applying any other margin or collateral) and apply and set off such credit support, margin or collateral or the proceeds thereof against any obligation owing by DCR to Aron. Aron shall be under no obligation to prioritize the order with respect to which it exercises any one or more rights and remedies available

64

hereunder. DCR shall in all events remain liable to Aron for any amount payable by DCR in respect of any of its obligations remaining unpaid after any such liquidation, application and set off.

18.9 Setoff Rights of Performing Party. If the Performing Party elects to designate an Early Termination Date under Section 18.3.3, the Performing Party shall be entitled, at its option and in its discretion (and without prior notice to the Non-Performing Party), to setoff against the Termination Amount (whether such Termination Amount is payable to the Performing Party or to the Non-Performing Party) any other amounts payable under any agreements between the Non- Performing Party and the Performing Party (whether or not matured or contingent and irrespective of the currency, place of payment or place of booking of the obligation). To the extent that the Termination Amount is so set off, the Termination Amount and other amounts will be discharged promptly and in all respects. The Performing Party will give at least one Business Day’s prior written notice to the other Party of any set-off effected under this Section 18.9.

18.10 Non-Exclusive Remedies. The Performing Party’s rights under this Section 18 are in addition to, and not in limitation or exclusion of, any other rights of setoff, recoupment, combination of accounts, Lien or other right which it may have, whether by agreement, operation of law or otherwise. No delay or failure on the part of a Performing Party to exercise any right or remedy shall constitute an abandonment of such right or remedy and the Performing Party shall be entitled to exercise such right or remedy at any time after a Termination Event has occurred and is continuing.

18.11 Indemnification. The Non-Performing Party shall reimburse the Performing Party for its reasonable costs and expenses, including reasonable attorneys’ fees, actually incurred in connection with the enforcement of, suing for or collecting any amounts payable by the Non-Performing Party. The Non-Performing Party shall indemnify and hold harmless the Performing Party for any reasonable damages, losses and expenses actually incurred by the Performing Party as a result of any Termination Event.

19. INDEMNIFICATION & CLAIMS

19.1 To the fullest extent permitted by Applicable Law and except as specified otherwise elsewhere in this Agreement (including the indemnification provisions in Section 21.2 and subject to Section 14), DCR shall defend, indemnify and hold harmless Aron, its Affiliates and their Representatives, agents and contractors from and against any Liabilities (i) caused by DCR or its Representatives, agents or contractors in performing its obligations under this Agreement, except to the extent that such Liabilities were caused by the negligence or willful misconduct on the part of Aron or its Representatives, agents or contractors or (ii) arising from or attributable to the actual or alleged presence or release of Hazardous Substances in connection with the performance or non-performance of the Transaction Documents or the transactions contemplated thereby, or any liability under any Environmental Law

65

related in any way to or asserted in connection with the performance or non-performance of the Transaction Documents or the transactions contemplated thereby that is not caused the negligence or willful misconduct of Aron, its Affiliates, or their Representatives, agents or contractors.

19.2 To the fullest extent permitted by Applicable Law and except as specified otherwise elsewhere in this Agreement (including the indemnification provisions in Section 21.2 and subject to Section 14), Aron shall defend, indemnify and hold harmless DCR, its Affiliates and their Representatives, agents and contractors from and against any Liabilities caused by Aron or its Representatives, agents or contractors in performing its obligations under this Agreement, except to the extent that such Liabilities were caused by the negligence or willful misconduct on the part of DCR or its Representatives, agents or contractors.

19.3 In addition to the indemnification obligations set forth in Sections 19.1 and 19.2 and elsewhere in this Agreement (except as set forth in the indemnification provisions in Section 21.2, and subject to Section 14), each Party (referred to as the “Indemnifying Party”) shall indemnify and hold the other Party (the “Indemnified Party”), its Affiliates and their Representatives, agents and contractors harmless from and against any and all Liabilities directly or indirectly arising from (i) the Indemnifying Party’s breach of any of its obligations under or covenants made in this Agreement; (ii) the Indemnifying Party’s negligence or willful misconduct; (iii) the Indemnifying Party’s failure to comply with Applicable Law with respect to the sale, transportation, storage, handling or disposal of Product or violation of any Environmental Law caused by the Indemnifying Party or its Representatives, agents or contractors, unless such violation liability results from the Indemnified Party’s negligence or willful misconduct; or (iv) the Indemnifying Party’s representations, covenants or warranties made herein having been proven to be to be materially incorrect or misleading when made.

19.4 The Parties’ obligations to defend, indemnify and hold each other harmless under the terms of this Agreement shall not vest any rights in any third party, nor shall they be considered an admission of liability or responsibility for any purposes other than those enumerated in this Agreement.

19.5 Each Party agrees to notify the other Party as soon as practicable after receiving notice of any suit brought against it within the indemnities of this Agreement, shall furnish to the other the complete details within its knowledge and shall render all reasonable assistance requested by the other in the defense. Each Party shall have the right but not the duty to participate, at its own expense, with counsel of its own selection, in the defense and settlement thereof without relieving the other of any obligations hereunder. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume responsibility for and control of any judicial or administrative proceeding if such proceeding involves a Termination Event by the Indemnifying Party under this Agreement which shall have occurred and be

66

continuing. Furthermore, the Indemnifying Party shall not, without the Indemnified Party’s prior written consent, settle or compromise any claim or consent to the entry of any judgment, which (i) does not include as a term thereof the giving by the claiming party or the plaintiff to the Indemnified Party of an unconditional release from all Liability in respect of such claim, (ii) grants non-monetary relief to the claiming party or the plaintiff or (iii) involves an admission of liability or guilt by the Indemnified Party.

20. LIMITATION ON DAMAGES

20.1 Unless otherwise expressly provided in this Agreement, the Parties’ Liability for damages is limited to direct, actual damages only and neither Party shall be liable for specific performance, lost profits or other business interruption damages, or special, consequential, incidental, punitive, exemplary or indirect damages, in tort, contract or otherwise, of any kind, arising out of or in any way connected with the performance, the suspension of performance, the failure to perform or the termination of this Agreement. Each Party acknowledges the duty to mitigate damages hereunder.

21. INFORMATION & INSPECTION RIGHTS

21.1 Audit Rights. Upon the reasonable request of either Party, the other Party shall provide the requesting Party with copies of all relevant documents and records in its possession that reasonably relate to the calculation of any formula, invoice, statement or the amount of any payment under this Agreement. The provisions of this Section 21 shall survive the termination of this Agreement for 18 months.

21.2 Right to Physical Inspection. From time to time during the Term, Aron shall have the right, at its own cost and expense, to have an Independent Inspector or its Representatives conduct surveys and inspections of any of the Tanks or facilities at the Refinery that are used to handle, store or transfer the Product from the Refinery process units to the Tanks, and to observe any Product transfer, handling, metering or related activities (including any aspects of the Volume Determination Procedures applied by DCR pursuant to Sections6.3 and 9.5); provided that such surveys, inspections and observations shall be made during normal working hours, be subject to the Refinery’s security, safety and other rules and procedures, and be upon reasonable notice and not disrupt the Refinery’s normal operations. DCR agrees to provide Aron’s Independent Inspector and other Representatives with reasonable rights of access to and egress from the Tanks by crossing over, around and about the Facility in connection with this Section 21.2. Aron, when undertaking such survey, inspection or observation, either with its own personnel or a contractor or other Representative, shall be responsible for such personnel, contractor or Representative and DCR shall have the right, but not the obligation, to accompany such person at all times while at the Refinery. Neither Aron nor its Representatives may conduct any sampling, boring, drilling, probing, digging or other invasive investigative activity or inspections (other than a visual inspection) and none may operate any equipment or machinery or conduct any testing of the same in the course of such

67

inspection. Aron (on behalf of Aron, its Affiliates and their Representatives, agents and contractors), to the fullest extent permitted by Applicable Law, hereby releases DCR, its Affiliates and their Representatives, agents and contractors from, and agrees to indemnify, defend and hold harmless DCR from any Liabilities, whether incurred by DCR or any of its parent entities, subsidiaries or Affiliates, directly or indirectly, including for (i) personal injuries to Aron’s and its Affiliate’s Representatives, agents and contractors and/or (ii) damages to the property of Aron’s and its Affiliate’s Representatives, agents and contractors, to the extent relating to, arising out of or connected with, directly or indirectly, Aron’s survey, inspection or observation of the Refinery and Tanks or Aron Representatives’ travel to or from or presence at the Refinery and Tanks in connection with this Agreement, even if such indemnified event relates to, arises out of or in connection with the active or passive, sole, concurrent or comparative negligence, strict liability, breach of duty (statutory or otherwise), violation of law or other fault of any of the aforesaid indemnified parties, or any pre-existing defect, except as prohibited by Applicable Law.

21.3 Disputes Regarding Volume Determination Procedures. If a Party in good faith believes that the Volume Determination Procedures have not been applied correctly, including based on the report of any Independent Inspector, the disputing Party shall provide written notice stating the reasons why the Volume Determination Procedures were applied incorrectly, along with supporting documentation, and the Parties shall thereafter reasonably cooperate in order to resolve the dispute, including considering the report of any Independent Inspector, if applicable. In the event the Parties are unable to resolve such dispute, the matter shall be resolved in accordance with Section 22.

22. GOVERNING LAW & DISPUTES

22.1 Dispute Resolution. In the event the Parties are unable to resolve any claim, dispute or controversy regarding this Agreement or any matters arising in connection therewith, prior to initiating any arbitration or litigation as permitted herein, a Party shall refer the matter to a senior representative of such Party. Upon such referral, senior representatives of the Parties having authority to resolve the matter shall meet at a mutually acceptable time and place within ten days thereafter in order to exchange relevant information and to attempt to resolve the matter. If a senior representative intends to be accompanied to a meeting by an attorney, he or she shall give the other Party’s senior representative at least three Business Days’ prior notice of such intention so that he or she also can be accompanied by an attorney. If a Party’s senior representative does not meet with the other Party’s senior representative within such ten-day period or if the senior representatives are unable to resolve the dispute, then, following the expiration of such ten-day period, either Party may pursue any remedy available at law or in equity to enforce its rights hereunder available to it, subject in any event to the remainder of this Section 22.

22.2 Governing Law.

68

22.2.1 General Governing Law. Other than as set forth in Section 22.2.2, this Agreement and all matters arising in connection therewith, including validity and enforcement, contractual matters (except as otherwise set forth in Section 22.2.2) and any contractual payments owed hereunder, shall be governed by, interpreted and construed in accordance with the laws of the State of New York, without giving effect to its conflicts of laws principles that would result in the application of a different law. As to this Section 22.2.1:

22.2.2.1 Disputes involving amounts in controversy less than $1,000,000 shall be resolved by one arbitrator pursuant to Section 22.4.

22.2.2.2 Disputes involving amounts in controversy of $1,000,000 or more, but less than $2,500,000 shall be resolved by three arbitrators pursuant to Section 22.4.

22.2.2.3 As to matters involving amounts in controversy of $2,500,000 or more, each Party hereby submits itself to the exclusive jurisdiction of (i) any federal court of competent jurisdiction situated in the City of Wilmington, Delaware, and agrees not to contest the laying of venue in such forum, or (ii) if any such federal court declines to exercise or does not have jurisdiction, any Delaware state court in the City of Wilmington, Delaware, and agrees not to contest the laying of venue in such forum.

22.2.2 Governing Law Exceptions. As to claims for personal injury and any claims directly or indirectly based on torts, personal injury, environmental claims and any and all claims in respect of indemnities and releases of claims among the Parties hereunder relating to any claims brought by any party other than DCR, Aron and their respective Affiliates or any Governmental Authority, this Agreement and all matters arising in connection therewith, shall be governed by, interpreted and construed in accordance with the laws of the State of Delaware, without giving effect to its conflicts of laws principles that would result in the application of a different law. As to this Section 22.2.2, each Party hereby submits itself to the exclusive jurisdiction of (i) any federal court of competent jurisdiction situated in the City of Wilmington, Delaware, and agrees not to contest the laying of venue in such forum, or (ii) if any such federal court declines to exercise or does not have jurisdiction, any Delaware state court in the City of Wilmington, Delaware and agrees not to contest the laying of venue in such forum.

22.3 EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION TO THE JURISDICTION OF ANY COURT PURSUANT TO THIS SECTION 22 OR

69

TO THE VENUE THEREIN OR ANY CLAIM OF INCONVENIENT FORUM OF SUCH COURT. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDINGS RELATING TO THIS AGREEMENT.

22.4 Arbitration. Any dispute governed by Section 22.2.1.1 or 22.2.1.2 shall be resolved exclusively through final and binding arbitration using a single arbitrator, as to Section 22.2.1.1, or three arbitrators, as to Section 22.2.1.2, applying by reference the Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (the “AAA”) as in effect on the date such dispute arises, as supplemented to the extent necessary to determine any procedural appeal questions by the Federal Arbitration Act (Title 9 of the United States Code). If there is any inconsistency between the provisions of this Agreement and the AAA Rules or the Federal Arbitration Act, the provisions of this Agreement shall control.

22.4.1 Arbitration must be initiated within the time period allowed by the applicable statute of limitations.

22.4.2 As to Section 22.2.1.1, if the Parties are unable to jointly select an arbitrator within 30 days following the initiation of the dispute, the AAA will name the arbitrator within 30 days after expiration of such period. The Parties each shall pay one-half of the compensation and expenses of the arbitrator(s).

22.4.3 As to Section 22.2.1.2, the initiating Party’s notice shall identify the arbitrator such Party is appointing. The responding Party shall respond within 30 days after receipt of such notice, identifying the arbitrator such Party is appointing. If such Party does not name an arbitrator within the 30 days, the AAA will name the arbitrator for such Party within 30 days after expiration of such period. The two arbitrators so appointed or named shall select a third arbitrator within 30 days after the second arbitrator has been appointed or named. If the two appointed or named arbitrators cannot reach agreement upon the third arbitrator within the 30 day period, the AAA shall promptly name an independent arbitrator to act as the third arbitrator. The Parties each shall pay one-half of the compensation and expenses of the arbitrators.

22.4.4 All arbitrators must (i) be neutral persons who have never been officers, directors, employees or consultants or had other business or personal relationships (except acting as arbitrator) with the Parties or any of their Affiliates, officers, directors or employees and (ii) have experience in or be knowledgeable about the matters in dispute.

22.4.5 The location of all arbitration proceedings shall be the City of Wilmington, Delaware.

70

22.4.6 The Parties and the arbitrators shall proceed diligently so that the award can be made as promptly as possible. If the amount in controversy is less than $1,000,000 the hearing shall commence as promptly as practicable after the selection of the arbitrator. If the amount in controversy is equal to or exceeds $1,000,000, the hearing shall commence at such time as agreed to by the Parties and the arbitrators but no later than three months after the selection of the third arbitrator. Expedited discovery will be permitted if and as agreed to by the Parties. If the Parties are unable to agree, the arbitrators shall resolve any discovery disputes consistent with the AAA Rules. Any matter involving an amount in controversy that is equal to or in excess of $1,000,000 shall be treated as a large, complex commercial case as per the AAA Rules.

22.4.7 Except as provided in the Federal Arbitration Act, the decision of the arbitrators shall be binding on and non-appealable by the Parties. In rendering any decision or award, the arbitrators must abide by all terms and conditions of this Agreement, including the exclusion of consequential, incidental, exemplary, special, indirect and punitive damages set forth in Section 20.

22.4.8 The Parties shall each bear their own costs and expenses (including attorneys’ fees) incurred in arbitrating any dispute pursuant to this Section 22.4.

22.5 Availability of Remedies. The Parties acknowledge and agree that damages may not be an adequate remedy for a breach of the provisions of this Agreement. For this reason, among others, the Parties could be irreparably harmed if this Agreement is not deemed to be specifically enforceable or any other legal or equitable remedy or relief is deemed not to be available, and the Parties hereby agree that, without prejudice to Section 18, this Agreement shall be specifically enforceable and that all other legal and equitable remedies and relief shall be available.

23. ASSIGNMENT

23.1 This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

23.2 DCR shall not assign this Agreement or its rights or interests hereunder in whole or in part, or delegate its obligations hereunder in whole or in part, without the express written consent of Aron, except as set forth in Section 23.4 and 23.5. Aron shall not assign this Agreement or its rights or interests hereunder, directly or indirectly, through consolidation, amalgamation, merger or transfer, by operation of law or otherwise, in whole or in part, or delegate its obligations hereunder in whole or in part, without the express written consent of DCR, except that Aron may, without DCR’s express written consent, assign and delegate all of Aron’s rights and

71

obligations hereunder to any Affiliate of Aron; provided that the obligations of such Affiliate hereunder are guaranteed by The Goldman Sachs Group, Inc.

23.3 If written consent is given for any assignment, the assignor shall remain jointly and severally liable with the assignee for the full performance of the assignor’s obligations under this Agreement unless the Parties otherwise agree in writing.

23.4 Either Party may create a security interest in (but may not otherwise assign any interest in) its receivables under this Agreement as to a third party without the consent of the other Party; provided that no such security interest shall impair or limit any rights or remedies of the other Party hereunder, including any rights of setoff, recoupment or counterclaim.

23.5 DCR may assign its rights and obligations under this Agreement to any and all lenders, security, note or bond holders, lien holders, investors, equity providers and other persons providing any interim or long term equity or debt financing, refinancing or recapitalization for the Refinery, their successors and assigns and any trustees or agents acting on their behalf. Additionally, if DCR wishes to assign (i) its rights and obligations under this Agreement, (ii) any Specified Transactions or (iii) any assets, including the Refinery and/or the Tanks, related to this Agreement to a master limited partnership that is an Affiliate of DCR, Aron agrees that it will cooperate with DCR in good faith and in a commercially reasonable manner to accommodate such assignment on terms that preserve for Aron, in all material respects, the economic and legal substance of the transactions contemplated by this Agreement and the Transaction Documents.

23.6 Any prohibited assignment in violation of this Section 23 shall be null and void ab initio and the non-assigning Party shall have the right, without prejudice to any other rights or remedies it may have hereunder or otherwise, to terminate this Agreement effective immediately upon notice to the Party attempting such assignment.

24. NOTICES

24.1 Notices in Writing. Any notice, demand or document that a Party is required or may desire to give hereunder, except to the extent specifically provided otherwise herein, must be (i) in writing and (ii) given by personal delivery, overnight courier, facsimile or U.S. mail registered or certified mail, return receipt requested, with the postage prepaid and properly addressed or communicated to such Party at its address or facsimile number set forth on Schedule K, or at such other address as either Party may have furnished to the other by notice given in accordance with this Section 24.1. Other than notices relating to a Termination Event, termination of this Agreement, indemnification, assignment and disputes, notice may also be given by electronic mail at such e-mail address as is typically used for such type of matter in the conduct of the recipient’s business. Any notice delivered or made by personal delivery, overnight courier, facsimile or U.S. mail shall be deemed to be given on the date of actual delivery as shown by the receipt for personal delivery or overnight courier

72

delivery, the addresser’s machine confirmation for facsimile deliver or the registry or certification receipt for registered or certified mail.

25. NATURE OF THE TRANSACTION & RELATIONSHIP OF THE PARTIES

25.1 Neither this Agreement nor any other Transaction Document or transaction under any of them, nor the performance by the Parties of their respective obligations under this Agreement, any other Transaction Document or any transaction shall constitute or create a joint venture, partnership or legal entity of any kind between the Parties. It is understood that each Party has complete charge of its employees and agents in the performance of its duties hereunder and nothing herein shall be construed to make a Party, or any employee or agent of such Party, an agent or employee of another Party. No Party shall have any authority (unless expressly conferred in writing under this Agreement or otherwise and not revoked) to bind another Party as its agent or otherwise.

26. CONFIDENTIALITY

26.1 This Agreement and all documents related to the foregoing and any information pertaining thereto made available by a Party or its Representatives to the other Party or its Representatives are confidential (collectively, “Confidential Information”), which obligation supersedes in all respects the Mutual Confidentiality Agreement dated as of April 18, 2013 by and between Aron and PBFH (the “Confidentiality Agreement”). Each Party shall at a minimum use the same efforts and standard of care with respect to Confidential Information provided by the other Party that it uses to preserve its own confidential information, and in no event less than commercially reasonable efforts. Confidential Information shall not be discussed with or disclosed to any third party by any Party except for such information (i) as may become generally available to the public through no breach of this Section 26.1 or any other agreement between the Parties, (ii) as may be required or appropriate in response to any summons, subpoena or otherwise in connection with any litigation or to comply with any Applicable Law or accounting disclosure rule or standard or request by any supervisory or regulatory authority, (iii) as may be obtained from a non-confidential source that disclosed such information in a manner that did not violate its obligations to the other Party or its credit support provider in making such disclosure or (iv) as may be furnished to the disclosing Party’s Affiliates or to its Representatives, all of whom are required to keep the information that is disclosed in confidence. This Section 26.1 shall remain in effect for two years following the termination of this Agreement.

26.2 In the case of disclosure covered by clause (ii) of Section 26.1, the disclosing Party shall notify the other Party in writing of any proceeding of which it is aware which may result in disclosure (provided that the disclosing Party shall not be required to waive any attorney-client or work product privilege) and shall use reasonable efforts to prevent or limit such disclosure. The Parties may exercise all remedies available

73

at law or in equity to enforce or seek relief in connection with the confidentiality obligations contained in this Agreement.

27. CHANGE IN LAW

27.1 Each Party shall make reasonable efforts to monitor any proposed Change in Law that may reasonably be expected to have an impact on Aron’s ability to perform any of its obligations under any of the Aron Hedges in a commercially reasonable manner and shall promptly notify the other Party upon becoming aware of any such proposed Change in Law. Such notice shall identify the proposed Change in Law and set out in reasonable detail the effects the notifying Party anticipates such Change in Law would have upon such performance of any such Aron Hedges if enacted. The Parties shall in good faith meet to discuss what, if any, measures can be taken by either Party (or both) to minimize and/or mitigate the effect of any such proposed Change in Law. If a Change in Law results or would result in a Party (the “Adversely Affected Party”): (a) violating any Applicable Law in connection with its performance of any of the Aron Hedges, (b) incurring Taxes, Liabilities or other sanctions of a monetary nature in excess of $1,000,000 per annum solely as a result of such Party’s performance of the Aron Hedges, in each case the Adversely Affected Party shall be entitled to request that the Parties meet for purposes of addressing such Change in Law by providing written notice (a “Change in Law Notice”) to the other Party (the “Non-Affected Party”). Within seven Business Days of receipt of a Change in Law Notice, the Parties shall meet in good faith with a view to identifying any steps (“Consequential Steps”) that would alleviate the effects of the relevant Change in Law on the Adversely Affected Party, which may include an agreement between the Parties to share the relevant incremental losses incurred by the Adversely Affected Party or the amendment of any Transaction Document. In identifying the Consequential Steps, the Parties shall, as far as is reasonably practicable, do so in a manner that preserves the balance of the commercial agreement (including economic benefits, risk allocation, costs and Liabilities) existing between the Parties under this Agreement as of the Effective Date. In the event the Parties cannot reach agreement on the Consequential Steps and on the implementation of the same within 30 Business Days of receipt by the Non-Affected Party of the Change in Law Notice, either Party may terminate this Agreement by giving the other Party 30 Business Days advance notice of such termination.

27.2 Each Party shall make reasonable efforts to monitor any proposed Change in Law that results from, or is relevant to, any Taxes, Liabilities or sanctions in respect of any gross receipts tax pursuant to Title 30 of the Delaware Code as in effect from time to time (a “Delaware Tax Change in Law”), and that may reasonably be expected to have an impact on either Party’s (or its Guarantor’s) ability to perform any of its obligations under any of the Transactions Documents in a commercially reasonable manner and shall promptly notify the other Party upon becoming aware of any such proposed Delaware Tax Change in Law. Such notice shall identify the proposed Delaware Tax Change in Law and set out in reasonable detail the effects

74

the notifying Party anticipates such Delaware Tax Change in Law would have upon such performance of any such Transaction Documents if enacted. The Parties shall in good faith meet to discuss what, if any, measures can be taken by either Party (or both) to minimize and/or mitigate the effect of any such proposed Delaware Tax Change in Law. If a Delaware Tax Change in Law results or would result in a Party or its Guarantor (the “Adversely Tax Affected Party”) incurring Taxes, Liabilities or other sanctions of a monetary nature in excess of $1,500,000 per annum solely as a result of such Party’s (or its Guarantor’s) performance of the Transaction Documents, in each case the Adversely Tax Affected Party shall be entitled to request that the Parties meet for purposes of addressing such Delaware Tax Change in Law by providing written notice (a “Change in Tax Law Notice”) to the other Party (the “Tax Non-Affected Party”). Within seven Business Days of receipt of a Change in Tax Law Notice, the Parties shall meet in good faith with a view to identifying any steps (“Consequential Tax Steps”) that would alleviate the effects of the relevant Delaware Tax Change in Law on the Adversely Tax Affected Party, which may include an agreement between the Parties to share the relevant incremental losses incurred by the Adversely Tax Affected Party or the amendment of any Transaction Document. In identifying the Consequential Tax Steps, the Parties shall, as far as is reasonably practicable, do so in a manner that preserves the balance of the commercial agreement (including economic benefits, risk allocation, costs and Liabilities) existing between the Parties under this Agreement as of the Effective Date. In the event the Parties cannot reach agreement on the Consequential Steps and on the implementation of the same within 30 Business Days of receipt by the Tax Non-Affected Party of the Delaware Tax Change in Law Notice, then either Party may terminate this Agreement (but not the Related Agreement) by giving the other Party at least 30 Business Days advance notice of such termination which shall provide for a termination date on the first Business Day of a month (and no Early Termination Fee, Specified Early Termination Fee, or other early termination fee will accrue or become due and payable in connection with any such termination, notwithstanding any term or condition herein to the contrary, but otherwise such termination shall be subject to the terms and conditions of a termination addressed under Section 3.8).

28. MISCELLANEOUS

28.1 Survival. Termination or expiration of this Agreement shall not affect any rights or obligations that may have accrued prior to termination, including any in respect of antecedent breaches and, for the avoidance of doubt but subject to the terms of this Agreement, any rights or obligations under this Agreement or any of the other Transaction Documents in respect of transactions entered into up to and including the date of termination or expiration of this Agreement. The obligations of each Party that expressly survive termination, are required to take effect on or give effect to termination or the consequences of termination or which by their very nature must survive termination shall continue in full force and effect notwithstanding termination of this Agreement.

75

28.2 Entire Agreement; Amendments. This Agreement constitutes the entire agreement of the Parties regarding the matters contemplated herein or related thereto and no representations or warranties shall be implied or provisions added hereto in the absence of a written agreement to such effect between the Parties after the Effective Date; provided, however, that nothing in this Agreement shall limit, impair or contravene the Parties’ or their Affiliates’ rights as set forth in any Specified Transaction (whether entered into prior to, on or after the Effective Date) regarding the collection and determination of margin and collateral, the exporting or importing of events of default, termination events or the netting and setting off of amounts due. This Agreement may not be altered, amended, modified or otherwise changed in any respect except by a writing duly executed by an authorized representative of each Party and no representations or warranties shall be implied or terms added in the absence of a writing signed by both Parties. No promise, representation or inducement has been made by either Party that is not embodied in this Agreement, and neither Party shall be bound by or liable for any alleged representation, promise or inducement not so set forth.

28.3 Severability. If at any time any court of competent jurisdiction declares that any provision of this Agreement is or any provision of this Agreement becomes illegal, invalid or unenforceable in any respect under any Applicable Law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the Applicable Law of any other jurisdiction will be affected or impaired in any way. The Parties will negotiate in good faith with a view to reform this Agreement in order to give effect to the original intention of the Parties and produce as nearly as is practicable in all the circumstances the appropriate balance of the commercial interests of the Parties. The failure to agree upon such provisions for any reason or no reason shall not be considered a breach of this Agreement.

28.4 Waiver and Cumulative Remedies. No failure to exercise, nor any delay in exercising, any right, power or remedy under this Agreement or provided by Applicable Law shall operate as a waiver, nor shall any single or partial exercise of any right, power or remedy prevent any further or other exercise or the exercise of any other right, power or remedy. The rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers or remedies. Any waiver of any breach of this Agreement shall not be deemed to be a waiver of any subsequent breach.

28.5 Time Is of the Essence. Time shall be of the essence for this Agreement with respect to all aspects of each Party’s performance of its obligations under this Agreement.

28.6 No Third-Party Beneficiaries. There are no third party beneficiaries to this Agreement and the provisions of this Agreement shall not impart any legal or equitable right, remedy or claim enforceable by any person, firm or organization other than the Parties and their successors in interest and permitted assigns.

76

28.7 Announcements. At no time during the Term of this Agreement, and for a period of two years following its expiration or termination, shall any Party issue any press announcement or public statement regarding this Agreement without the prior written consent of the other Party, except as may be required by Applicable Law or applicable stock exchange rules or requirements or to the extent public disclosure is required under the circumstances described in any relevant confidentiality agreement entered into between the Parties. The issuing Party will:

28.7.1 use all reasonable efforts to notify the other Party of the content of such announcement at least three Business Days prior to such issue (unless otherwise required by Applicable Law or to the extent public disclosure is required under the circumstances described in any relevant confidentiality agreement entered into by the Parties); and

28.7.2 take the other Party’s comments on the proposed announcement into account as is reasonable under the circumstances, provided such comments are received within two Business Days of the notification.

28.8 Expenses. Each Party shall pay its own costs, fees and expenses, including attorneys’ fees, incurred by such Party in connection with the Transaction Documents and any costs, fees and expenses incident to the negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated thereunder.

28.9 Counterparts. This Agreement may be executed by the Parties in separate counterparts and all such counterparts shall together constitute one and the same instrument. In the event that any signature is delivered by facsimile or electronic transmission, such signature shall create a valid and binding obligation of the Party executing (or on whose behalf the signature is executed) the same with the same force and effect as if such facsimile or electronic signature page were an original thereof.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, each Party hereto has caused this Agreement to be executed by its duly authorized representative.

J. ARON & COMPANY

By:/s/ Simon Collier

Name: Simon Collier

Title:    Attorney-in-fact

77

DELAWARE CITY REFINING COMPANY LLC

By:/s/ Thomas O'Connor

Name:Thomas O'Connor

Title:    Senior Vice President

PBF HOLDING COMPANY LLC

By:/s/ Thomas O'Connor

Name:Thomas O'Connor

Title:    Senior Vice President

78

K&E 25522417.16

ny-1188874

SCHEDULE A

Products List

PBF Corporate Standard	Product Group
RBOB Reg	Gasoline
ALKYLATE	Gasoline
Alkylate Receipts	Gasoline
CBOB Prm	Gasoline
CBOB Prm 12.9#	Gasoline
CBOB Prm 13.5#	Gasoline
CBOB Prm 14.5#	Gasoline
CBOB Prm 15.0#	Gasoline
CBOB Prm 7.8#	Gasoline
CBOB Prm 9.0#	Gasoline
CBOB Reg	Gasoline
CBOB Reg 10.0#	Gasoline
CBOB Reg 12.9#	Gasoline
CBOB Reg 13.5#	Gasoline
CBOB Reg 14.5#	Gasoline
CBOB Reg 15.0#	Gasoline
CBOB Reg 7.8#	Gasoline
CBOB Reg 9.0#	Gasoline
CGO	Distillate
Cnv Reg	Gasoline
Diesel-Strtrun	Distillate
Distillate Blendstk	Distillate
Gasoline Blendstk	Gasoline
Gasoline Blendstk Receipts	Gasoline
Gasoline-Cat	Gasoline
Gasoline-Hvy Cat	Gasoline
Gasoline-Lt Cat	Gasoline
Gasoline-Lt Strtrun	Gasoline
Gasoline-Poly	Gasoline
HCO	Distillate
JET A	Distillate
Jet A FTZ	Distillate
Kerosene	Distillate
Kerosene ULS	Distillate
Kerosene-Strtrun	Distillate
Kerosene-Strtrun Receipts	Distillate
LCO	Distillate
LCO Receipts	Distillate
LGO	Distillate
LGO Receipts	Distillate

Naphtha	Gasoline
Naphtha Shipments	Gasoline
Naphtha-Hvy Cat	Gasoline
Naphtha-Hvy Coker	Gasoline
No 2 HO	Distillate
No 2 HO 2000 UD	Distillate
No 2 LSD 500	Distillate
No 2 LSHO 500	Distillate
No 2 ULSD	Distillate
No 2 ULSD 15	Distillate
No 2 ULSD 15 Exp	Distillate
No 2 ULSHO 15	Distillate
PBOB Prem	Gasoline
PBOB Prm	Gasoline
PBOB Prm 11.5#	Gasoline
PBOB Prm 13.5#	Gasoline
PBOB Prm 15.0#	Gasoline
PBOB Prm V1	Gasoline
PBOB Prm V2	Gasoline
Raffinate	Gasoline
RBOB Reg	Gasoline
RBOB Reg	Gasoline
RBOB Reg 11.5#	Gasoline
RBOB Reg 13.5#	Gasoline
RBOB Reg 15.0#	Gasoline
RBOB Reg V1	Gasoline
RBOB Reg V2	Gasoline
REFORMATE	Gasoline
Reformate Receipts	Gasoline
Reformate-Hvy	Gasoline
Reformate-Lt	Gasoline
Untreated Dist Blendstk	Distillate
Untreated Gasoline Blendstk	Gasoline

SCHEDULE B

Tank List

Tank List	Typical Contents
44	Naphtha
45	LCO
47	Heavy Cat Naphtha
48	Straight Run Diesel
50	Light Cycle Oil
51	Untreated Straight Run Kerosene
73	Heavy Coker Naphtha
135	Heavy Cycle Oil
136	PBOB Unl Prem 13.5# RVP
137	PBOB Unl Prem 15.0# RVP
139	No 2 ULS (15 ppm) Diesel
145	Heavy Cycle Oil
146	PBOB Unl Prem VOC1
147	PBOB Unl Prem 15.0# RVP
149	No 2 ULS (15 ppm) Diesel
150	No 2 ULSD 15
161	CBOB Unl Reg 15.0# RVP
162	RBOB Unl Reg 15.0# RVP
163	RBOB Unl Reg 15.0# RVP
165	Gasoline-Hvy Cat
166	Heavy Reformate
167	Raffinate
181	Out of Service
182	CBOB Unl Reg 15.0# RVP
183	RBOB Unl Reg 15.0# RVP
185	Heavy Cat Gasoline
187	Naphtha
201	Light Straight Run Gasoline
202	Light Reformate
203	Naphtha
204	Heavy Reformate
205	Heavy Reformate
206	Ethanol
221	Light Straight Run Gasoline
222	Alkylate
223	Naphtha
224	Alkylate
241	Naphtha
242	Naphtha
243	Distillate Blendstock

244	Distillate Blendstock
245	Distillate Blendstock
246	Distillate Blendstock
248	Light Cycle Oil
261	Naphtha
263	Distillate Blendstock
264	Distillate Blendstock
265	Distillate Blendstock
266	Distillate Blendstock
283	No 2 ULS (15 ppm) Diesel
284	No 2 ULS (15 ppm) Diesel
286	LGO

SCHEDULE C

Product Benchmarks

*****

*****

*****

SCHEDULE D

Measurement Procedures

(A.) OVERVIEW:

Pursuant to the Agreement, Aron has agreed to purchase and DCR has agreed to sell on the Commencement Date all of the Products at the Refinery (the “Hydrocarbon Inventory” as referred to in this Schedule D).

Pursuant to the Agreement, DCR has agreed to purchase and Aron has agreed to sell on the Step Out Date all of the Products at the Refinery (the “Hydrocarbon Inventory” as referred to in this Schedule D).

The Commencement Date and Step Out Date shall be known collectively as the “Hydrocarbon Inventory Transfer Dates”.

The calculation of the value of the Hydrocarbon Inventory as of the Hydrocarbon Inventory Transfer Times (defined below), shall be done in accordance with the physical inventory procedures identified below.

The physical inventory shall measure Hydrocarbon Inventory as of 12:00:01 a.m. local time on the Commencement Date and as of 12:00:01 a.m. local time on the Step Out Date (the “Hydrocarbon Inventory Transfer Times”).

(B.) HYDROCARBON INVENTORY INCLUSIONS AND EXCLUSIONS:

For purposes of calculating the value of the Hydrocarbon Inventory pursuant to the Agreement, the Parties will exclude and deduct the following Hydrocarbon Inventory items:

• Intra-Refinery linefill;

• BS&W in storage tanks;

• Unit fill at the Refinery.

(C.) INDEPENDENT INSPECTION:

All gauging, temperature measuring, sampling and testing will be done by a mutually agreed US Customs Approved Independent Inspection Company (“IIC”). DCR and Aron shall have the right to witness any activity performed by the IIC. Costs for all inventory services provided by the IIC shall be equally shared between DCR and Aron. The findings and determinations of the IIC are to be final and binding on the Parties, subject to the review period described in Section (M.) below.

(D.) ACCEPTANCE AND REVIEW - INVENTORY TEAM:

The Parties agree that an “Inventory Team” composed of a representative of each of Aron and DCR shall provide instruction and oversight to the IIC and Inventory Teams for the determination of the final Hydrocarbon Inventory quantity. The Inventory Team will develop and issue the

Inventory Schedule (defined below). Prior to the Hydrocarbon Inventory Transfer Dates, each Party may designate an individual as its representative on the Inventory Team. All Hydrocarbon Inventory Tanks, in or out of service, will be included on the Inventory Schedule. All matters pertaining to this Schedule D shall be addressed by the Inventory Team.

(E.) INVENTORY QUANTIFICATION PROCEDURES:

Prior to the Hydrocarbon Inventory Transfer Dates, the Inventory Team shall develop and mutually agree upon a gauging and sampling schedule by Tank (the “Inventory Schedule”). The Inventory Schedule shall include all Product Tanks, in or out of service, and shall indicate the following for each Tank comprising the Hydrocarbon Inventory:

• Tank location, Tank number, type of roof and Tank type by site;

• Status at Hydrocarbon Inventory Transfer Dates (active, inactive or out of service);

• Tank contents (product/grade);

• Tank equipment (i.e., mixers, heating coils or tubes);

• Tank reference gauge height;

• Tank calibration (ullage or innage), last Tank calibration date and Tank “critical zone”;

• Total Tank volume and heel volume;

• Design of Tank gauging tube (slotted or solid) and estimation of bottom sludge; and

• Any specific gauging or sampling limitations (i.e. fresh air, no roof ladder).

The gauging, temperature correction, sampling and API gravity for each Tank shall be done at the agreed time at each location by the IIC. Members of the Inventory Team may observe the gauging, sampling and measurement readings taken by the IIC. Hand gauges, temperature readings, samples (as agreed by the Inventory Team) and/or automatic gauge readings in the case of spheres will be taken at the storage Tanks, spheres and pre-loaded rail cars containing Hydrocarbon Inventory. Inventory quantity is determined by calculating total net volume in each identified Tank, including tank heels, and adjusting for free water and BS&W. The Parties shall be deemed to have accepted the accuracy of the gauging and temperature measurements of a Tank, pipeline, sphere or rail car as recorded by the IIC on the tank gauge ticket, as agreed by the Inventory Team, if the authorized representatives of DCR and Aron “sign-off” agreeing to the data recorded on the tank gauge ticket.

Tanks that have been certified will not require further testing. In the event a determination of the quality of some Products must be performed, the Inventory Team will direct that samples be obtained and tested. Samples of such Products shall be jointly taken as described in this Schedule D, and such test shall be conducted at DCR’s laboratory. Aron and DCR may witness, or assign a representative to witness, any laboratory testing. The results of the tests so run shall be binding on the Parties. All Products in the process of unit rundown or blending are deemed to be within Product specification since all Product shipped must conform to manufacturing and/or customer specifications. Adjustments in value shall be made by the Inventory Team for all Products that do not meet prevailing and common quality specifications, for example ASTM or Colonial Pipeline Product Specifications.

All Hydrocarbon Inventory measurement disputes shall be resolved by noon by the Inventory Team on the following working day (or in the case of quality disputes, promptly following receipt of test results by the Inventory Team).

(F.) GAUGING/SAMPLING PROTOCOL:

All gauging, sampling and testing related to the determination of quality and quantity of the Products in each Tank, pipeline, sphere or rail car shall be done in accordance with applicable MPMS, ASTM test methods or, if applicable, other current industry standards or procedures, or as agreed between DCR and Aron. The specific standards and procedures to be used shall be determined by the Inventory Team as soon as possible prior to the Hydrocarbon Inventory Transfer Dates.

(G.) EQUIPMENT ACCURACY:

The IIC will use measurement equipment calibrated and verified in conformance to applicable API MPMS. Records of such conformance will be provided to the Inventory Team upon request.

(H.) PRE-Hydrocarbon Inventory Transfer Dates DATE INVENTORY PROCEDURES:

Prior to the Hydrocarbon Inventory Transfer Times, DCR will make every reasonable effort to minimize active pipelines, Tanks, loading rack and dock facilities. DCR’s personnel in conjunction with the Inventory Team shall determine which Tanks may be active and inactive as of the Hydrocarbon Inventory Transfer Times. The aforementioned Inventory Schedule will take into account this determination and will provide for performing the physical inventory of both active, inactive and out of service storage tanks prior to the Hydrocarbon Inventory Transfer Times. Said Inventory Schedule will be subject to the approval of the Inventory Team.

DCR will attempt to schedule deliveries and shipments so to minimize in-transit inventory of Products, inbound shipments of Products loadings and out-bound Product shipments to customers on the Hydrocarbon Inventory Transfer Dates. This will be discussed and recorded at least 10 days prior to the Hydrocarbon Inventory Transfer Dates.

(I.) FACILITY PHYSICAL INVENTORY PROCEDURES:

1.General:

In-use Tanks with floating roofs shall contain sufficient Product to ensure the roof is not within the floating roof “critical zone.” Tanks equipped with steam coils or other means of heating Product will have the heat shut off at least one hour prior to gauging. Tank mixers shall be shut off at least six hours prior to gauging.

2.Nonmoving Tanks (Inactive Tanks) & Out of Service Tanks:

All Tanks that are “inactive,” (no movement in or out as of the Hydrocarbon Inventory Transfer Times) will be gauged and sampled prior to the Hydrocarbon Inventory Transfer Times in accordance with the Inventory Schedule. Where determined necessary by the Inventory Team, all

valves in and out of the Tank will be closed and sealed at the time of gauging, otherwise the automated tank gauge readings will be used to determine if a Tank has moved The IIC will remove the car seals immediately after the Hydrocarbon Inventory Transfer Times after verifying the integrity of the Tank car seal locations and identification numbers. Any car seal location or number discrepancies will be immediately brought to the attention of the Inventory Team. Out of service Tanks with open manways shall be verified as empty and open by the IIC.

Once inventorying operations have started, no Tank switching, changes or movements shall be made without notification to the Inventory Team. If Tank seals are broken, the Tank must be resealed when movement stops. Said Tank must then be re-gauged, re-sampled and temperature determined anew. Otherwise, it will be gauged as an Active Tank (defined below).

Inactive Tanks that are required for thermal relief of connecting pipelines will be gauged as close to the Hydrocarbon Inventory Transfer Times as possible. The automatic gauge reading will be monitored every 10 minutes for 90 minutes before and after the transfer time to confirm that there was no movement into or out of said inactive Tank. In cases where the automatic gauge readings indicate Tank movement, the Tank will be gauged as an Active Tank (defined below).

3.Moving Tanks (Active Tanks):

Any Tank that must have movements in or out (“Active Tanks”) during the physical inventory measurement process as of the Hydrocarbon Inventory Transfer Times will be manually gauged during a period in which said Tank is temporarily made inactive, as close to the Hydrocarbon Inventory Transfer Times as possible. The Tank hand gauge will be compared to the Tank automatic (i.e., “Varec”) gauge and the difference recorded for later Tank inventory adjustment.

Any Tank that will remain active during the inventory period will be measured as close to the Hydrocarbon Inventory Transfer Times as possible. The gross inventory measurement will be taken from the Tank’s automatic (e.g. “Varec”) gauge and adjusted for any volume differences identified previously between the Tank hand gauge and automatic gauge. The difference between the two measurements, in gross inches or fractions thereof, will be recorded on the Tanks’ physical inventory worksheet. The Inventory Schedule will denote such Tanks.

4.Gauging Tanks Containing Sludge:

Tanks containing sludge may be difficult to gauge accurately using an innage measurement. Tanks containing sludge shall have the liquid inventory determined by taking ullage measurements and averaging the physical measurements obtained through several of the Tank’s gauging hatches, still wells or other openings using a steel gauging tape with attached bob. As mutually agreed by the Inventory Team, several determinations will be made until an agreement in inventory levels is reached.

5.RESERVED.

6.Sampling, Testing and Retention of the Inventory Samples:

a.Intermediates and Light Oil Products:

Two one quart “running” or “all levels” samples shall be obtained from the Tank at the determination of the Inventory Team. Alternatively, composite samples of each Tank which contains liquids under normal storage conditions shall be prepared by mixing three equal volume samples (“Upper”, “Middle” and “Lower” as defined in API Chapter 8.1).

b.For any Tank(s) or vessels, for example such as LPG, that cannot be sampled in accordance with Section 6.a, the following sample process will be followed:

• Clean metal sample pressure cylinders, as supplied by DCR’s laboratory or the IIC, will be used for sampling the propane bullet Tanks and the LPG spheres.

Retain samples from all Tanks will be held for a period determined by the Inventory Team.

Tests for quality of all Products shall be in accordance with standard industry ASTM or EPA testing procedures. For all Products which are blending or in the process of unit rundown, the Parties agree that the individual Tank and Product subjected to the Inventory Schedule will ultimately be valued at the value of the intended finished Product designated for the Tank in question.

7.Measurement Process:

a.Non-pressurized Storage Tanks:

To determine the total volume in each Tank, to include Tank heels and adjusting for free water and BS&W, the following items will be measured and recorded for each atmospheric Tank by site:

• Tank location, Tank number, any Tank seal numbers and Tank type by site;

• Date and time of gauging and sampling;

• Tank contents (product/grade);

• Manual gauge in feet and inches, and fraction thereof (if a Tank is so equipped) specifying outage or innage (as defined below), and equivalent quantity in appropriate units (“Manual Gross Tank Inventory”) determined according to customary practice at the Refinery or Tank type as follows:

• Cone or external/internal floating roof Tanks: vertical distance in feet, inches and fractions thereof from Tank bottom or datum plate to the uppermost point where Product level is identified on the gauge tape, (“innage”);

• Tanks containing sludge or compromised datum plate: vertical distance in feet, inches and fractions thereof, from Tank reference point to the uppermost Product level as identified on the gauge tape (“outage”);

• Temperature readings in accordance with API Chapter 7;

• Free water level (“water cut”);

• Automatic product gauge reading measure in feet and inches, and fraction thereof, (if Tank is so equipped) specifying outage or innage, and equivalent quantity in appropriate units (“Automatic Gross Tank Inventory”); and

• Representative samples, as described in Section I.6 above, shall be drawn to determine BS&W, API gravity and any other properties as determined by the Inventory Team.

The Manual Gross Tank Inventory shall be compared to the Automatic Gross Tank Inventory taken at or about the same time. As previously specified, any significant difference in inventory measurements (such as sampling, temperature readings and manual versus automatic gauges) shall be promptly resolved to the best of their abilities by representatives of the Inventory Team at the time the measurement is taken. The final total inventory quantity so resolved will ultimately be the inventory for the specific Tank and Product being inventoried.

Using the appropriate API Measurement Table for the specific vessel and Product being inventoried, the “Net Standard Inventory” quantity, in appropriate units, shall be determined to 60 degrees Fahrenheit after deducting BS&W from the Gross Tank Inventory.

The total Hydrocarbon Inventory volume for Products in non-pressurized storage Tanks, for valuation purposes, is the Net Standard Inventory.

b.Pressurized Storage Tanks:

To determine the total volume in each Tank, to include tank heels and adjusting for free water and BS&W, the following items will be measured and recorded for each pressurized vessel and the hydrocarbon storage cavern:

• Tank location, Tank number, any Tank seal numbers and Tank type by site;

• Date and time of gauging and sampling;

• Tank contents (product/grade);

• Any Automatic Gross Tank Inventory;

• Temperature readings from the Tank’s temperature gauge according to Chapter 7 API Standard;

• Pressure reading from the Tank’s automatic pressure gauge (if available); and

• Pressure cylinders samples shall be drawn to determine the Tank contents, purity, density and any other properties as requested by the Inventory Team. The Inventory Team will determine which Products should be subjected to this step.

The total Hydrocarbon Inventory for Products in pressurized storage tanks, for valuation purposes, is the Net Standard Inventory.

c.Inventory by Product:

For each Product type, the Net Standard Inventory for each Tank which contains Product of that type, to include tank heels, will be summed to form the Hydrocarbon Inventory quantity for the particular Product being inventoried.

(J.) METER READINGS – LOADING RACKS AND PIPELINES:

1.Inactive Systems:

Meter readings shall be obtained on all inactive metered systems (tank truck rack, rail car rack and pipeline) in advance of the Hydrocarbon Inventory Transfer Times. The IIC will secure these systems by sealing same and/or inserting meter tickets in these meters to ensure that no Product is moved through these systems during the physical inventory process.

The last tickets used to record Product sales, incoming receipts, Product shipments and other Product movements will be photocopied and retained by Aron, DCR and the IIC.

2.Active Systems:

It is the intent of the Parties that there will be no active metered systems at the Hydrocarbon Inventory Transfer Times.

(K.) POST-INVENTORY PROCEDURES:

1.Both Parties’ Inventory Team representatives shall sign the work sheet/gauge ticket for each Tank inventoried, which shall include the calculation of net observed volume.

2.Similarly, the Inventory Team shall verify that all pipelines were inactive, full and pressed and free of voids at the Hydrocarbon Inventory Transfer Times and shall identify and acknowledge the last rack sale, Product shipment and Product receipt prior to the Commencement Date physical inventory.

3.An inspection shall be made to assure that all systems previously closed and sealed remained inactive during the physical inventory for the Commencement Date and that no Product movements occurred through these systems.

(L.) CALCULATION OF FINAL INVENTORY QUANTITY:

The IIC will calculate the Net Standard Inventory volume for each onsite or offsite Tank, pipeline, bullet or sphere identified in the Inventory Schedule at all locations specified in the Inventory Schedule as of the Hydrocarbon Inventory Transfer Times. The IIC’s final net inventory calculation after review by the Inventory Team will determine the total Hydrocarbon Inventory volume.

Any material with quality specifications that differ substantially from properties which are typical of that Product, as appropriate, will be dealt with separately between DCR and Aron. Products that are in the process of blending or rundown from process units are excluded from this step and are deemed in spec material.

(M.) POST-Hydrocarbon Inventory Transfer Dates STATEMENT:

After the Hydrocarbon Inventory Transfer Dates, the IIC shall promptly provide DCR and Aron with a report indicating the final Net Standard Inventory volume and qualitative test results by Tank, pipeline or sphere for all Hydrocarbon Inventory.

Upon receipt of the IIC’s final report, the Inventory Team will have a five-day review period, during which time either Party may question the calculations and/or test results and during which time the Inventory Team will resolve all outstanding quantity and quality disputes. Upon completion of this review period, the Inventory Team will report to DCR and Aron the final Hydrocarbon Inventory volume and quality as of the Hydrocarbon Inventory Transfer Times (the “Final Inventory Quantity Report”). Aron shall use this Final Inventory Quantity Report, together with the pricing formulae set forth on Schedule C, to prepare a post-Hydrocarbon Inventory Transfer Dates statement.

SCHEDULE E

Maximum and Minimum Inventories

*****

SCHEDULE F

Roll Procedures

*****

*****

*****

*****

*****

*****

*****

Form of Daily Roll Report

*****

Form of Target Product Inventory Report

*****

SCHEDULE G

Monthly True-Up Amounts

*****

*****

*****

*****

SCHEDULE H

[RESERVED]

SCHEDULE I

Settlement Dates

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

*****

SCHEDULE J

Differentials

*****

SCHEDULE K

Notices

If to DCR, to:

PBF Holding Company LLC

1 Sylvan Way, Second Floor

Parsippany, New Jersey 07054

(973) 455-7500

General Notices

Jeff Dill    Thomas O’Connor

SVP & General Counsel    Senior Vice President, Products

(973) 455-7576    (973) 455-7545

Jeffrey.Dill@pbfenergy.comThomas.O’Connor@pbfenergy.com

John Luke    Scott Gerbman

Treasurer    Vice President, Clean Fuels

(973) 455-7518    (973) 455-8969

John.Luke@pbfenergy.comscott.gerbman@pbfenergy.com

Supply and Trading

Richard Miller    Joe Costello    

Director – Risk Management    Manager - Futures    

(973) 455-7542    (973) 455-7552    

Richard.Miller@pbfenergy.comJoe.Costello@pbfenergy.com

Inventory Accounting

Hari Singh

Director – Commercial Accounting    

(973) 254-4416

Billing

David Quackenbush    Nicholas Donovan    

Director – Billing & Inventory    Billing Specialist    

(973) 455-8952    (973) 254-4493

David.Quackenbush@pbfenergy.comNicholas.Donovan@pbfenergy.com

Payments

Danielle Washington    Carol Morrison    

Treasury Analyst    Treasury Analyst    

(973) 455-7558    (973) 455-7536    

Danielle.Washington@pbfenergy.comCarol.Morrison@pbfenergy.com

If to Aron, to:
Trading and Sales: Simon Collier 200 West Street New York N.Y. 10282 (212) 902 0776 Simon.Collier@gs.com	Chrissy Benson 200 West Street New York N.Y. 10282 (212) 902 0776 Christine.Benson@gs.com
Scheduling Jim Brush 200 West Street New York N.Y. 10282 Direct: (212) 902 9874 Hotline: (212) 902 7349 Fax: (212) 493 9847 ficc-jaron-oilops@ny.email.gs.com		Lindsey McInally 200 West Street New York N.Y. 10282 Direct: (212) 902 0506 Hotline: (212) 902 7349 Fax: (212) 493 9847 ficc-jaron-oilops@ny.email.gs.com
Confirmations:
Primary: Chris Chapman 200 West Street New York N.Y. 10282 Tel.: (917) 343 6193Fax: (212) 493 9846 gs-commod-ny-phys@ny.email.gs.com		Alternate: Joo Hyung Chae 200 West Street New York N.Y. 10282 Tel.: (212) 902 5916 Fax: (212) 493 9846 gs-commod-ny-phys@ny.email.gs.com

Payments/Invoicing/Statements:
Primary: Kevin McLean 200 West StreetNew York N.Y. 10282 Tel: (212) 357 4381 Fax: (646) 835 8748 ficc-struct-sett@ny.email.gs.com	Alternate: Kate Kim 200 West StreetNew York N.Y. 10282 Tel: (917) 343 8269 Fax: (646) 835 8748 ficc-struct-sett@ny.email.gs.com
Alternate: Jeff Fernandez 200 West StreetNew York N.Y. 10282 Tel: (917) 343 1535 Jeffrey.Fernandez@gs.com	Alternate: Kristen O’Neill 200 West StreetNew York N.Y. 10282 Tel: (212) 357 3642 Kristen.ONeill@gs.com
General Notices:
John Thomas 200 West Street New York N.Y. 10282 Tel: (212) 902 1806 Fax: (212) 855 0667 John.Thomas@gs.com

SCHEDULE L

FIFO Balance Final Settlements

*****

SCHEDULE M

*****

SCHEDULE N
DIFFERENTIAL ADJUSTMENT DETERMINATION PROCEDURES

*****

NY2-747883

*****

2

NY2-747883

*****

3

NY2-747883

*****

4

NY2-747883

Schedule N – Sample Calculation – Section II(c)

*****

5

NY2-747883

Schedule N – Sample Calculation – Section II(d)

*****

6

NY2-747883

Schedule N – Form of Notification of Differential Adjustment

*****.

7

NY2-747883

SCHEDULE O
REFERENCE CONTRACT CHANGE PROCEDURES

*****

NY2-747883

*****

2

NY2-747883

*****

3

NY2-747883

Schedule O – Sample Calculation

*****

4

NY2-747883

Schedule O --Form of Notification of Reference Contract Conversion

*****

5

NY2-747883

SCHEDULE PLONG-DATED AGREED VOLUMES

*****

6

NY2-747883

*****

7

NY2-747883

EXHIBIT 1

STEP-IN BILL OF SALE

THIS BILL OF SALE (this “Instrument”) is made and delivered as of this 2nd day of July 2013, by PBF Holding Company LLC (“PBFH”) and, jointly and severally with its wholly-owned subsidiary, Delaware City Refining Company LLC, both Delaware limited liability companies (“DRCLLC” and collectively with PBFH, “DRC”) to J. Aron & Company, a general partnership formed under the laws of New York (“Aron”).

WHEREAS, DRC and Aron are parties to that certain Inventory Intermediation Agreement, dated as of June 26, 2013, as from time to time amended (the “Agreement”) (unless otherwise provided, terms defined in the Agreement shall have the same meanings when used herein); and

WHEREAS, it is a condition (among other things) to the respective obligations of the parties under the Agreement that DRC sell to Aron, and Aron purchase from DRC, the Initial Inventory; and

WHEREAS, the parties are executing this Instrument to evidence such sale and purchase;

NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged:

DRC does hereby fully and forever GRANT, TRANSFER, CONVEY, ASSIGN and DELIVER to Aron all of DRC’s right, title and interest in and to all of the Products constituting the Initial Inventory, to have and to hold such Products, all and singular, unto Aron and its successors and assigns forever, subject to the terms and conditions of the Agreement.

DRC represents and warrants that it has good and marketable title to the Products constituting the Initial Inventory, and that such Products are free and clear of any Liens (other than inchoate tax Liens), and that it has full right and authority to transfer such title and effect delivery of such Products to Aron.

EXCEPT FOR THE WARRANTY OF TITLE HEREIN, THE PARTY SELLING PRODUCTS HEREUNDER MAKES NO WARRANTY, CONDITION OR OTHER REPRESENTATION, WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS OR SUITABILITY OF THE PRODUCTS FOR ANY PARTICULAR PURPOSE OR OTHERWISE.

DRC and Aron acknowledge that the amount and manner of payment of the purchase price for the Initial Inventory is provided for in, and shall be determined and made in accordance with, the Agreement.

DRC covenants and agrees to warrant and defend the sale, transfer, assignment, conveyance, grant and delivery of the Products constituting the Initial Inventory against all persons whomsoever, and to take all steps reasonably necessary to establish the record of Aron’s title thereto, in each case, as transferred pursuant to this Instrument and the terms and conditions of the Agreement and, at the request of Aron, to execute and deliver such further documents and instruments of transfer and

assignment and to do such other acts and things as Aron may reasonably request in order to more fully effect the transfer of title of the Products constituting the Initial Inventory and to more fully effect the purposes of this Instrument and the Agreement.

Aron and DRC each acknowledge and agree that the transfer of the Products constituting the Initial Inventory pursuant to this Instrument will be deemed to occur immediately upon the delivery of this Instrument to Aron on the terms of and subject to the conditions set forth in the Agreement.

The parties acknowledge and agree that the representations, warranties, covenants, agreements and indemnities contained in the Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Agreement and the terms hereof, the terms of the Agreement shall govern.

THIS INSTRUMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE PRINCIPLES OF CONFLICT OF LAWS OR ANY OTHER PRINCIPLE THAT COULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

[Signature page follows]

2

IN WITNESS WHEREOF, this Instrument is duly executed and delivered to be effective as of the date first written above.

PBF Holding Company LLC

By:/s/ Thomas O'Connor

Name:Thomas O'Connor

Title:    Senior Vice President

Delaware City Refining Company LLC

By:/s/ Thomas O'Connor

Name:Thomas O'Connor

Title:    Senior Vice President

Agreed:

J. Aron & Company

By:/s/ Simon Collier

Name: Simon Collier

Title:    Attorney-in-fact

EXHIBIT 2

STEP-OUT BILL OF SALE

THIS BILL OF SALE (this “Instrument”) is made and delivered as of this [ ] day of [ ], by J. Aron & Company, a general partnership formed under the laws of New York (“Aron”) to PBF Holding Company LLC (“PBFH”) and, jointly and severally with its wholly-owned subsidiary, Delaware City Refining Company LLC, both Delaware limited liability companies (“DRCLLC” and collectively with PBFH, “DRC”).

WHEREAS, DRC and Aron are parties to that certain Inventory Intermediation Agreement, dated as of June 26, 2013, as from time to time amended (the “Agreement”) (unless otherwise provided, terms defined in the Agreement shall have the same meanings when used herein); and

WHEREAS, in accordance with Section 3.8 of the Agreement, the Step-out Date is to occur on the date hereof and on such date Aron is to sell to DRC, and DRC is to purchase from Aron, the Step-out Inventory; and

WHEREAS, the parties are executing this Instrument to evidence such sale and purchase;

NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged:

Aron does hereby fully and forever GRANT, TRANSFER, CONVEY, ASSIGN and DELIVER to DRC all of Aron’s right, title and interest in and to all of the Products constituting the Step-out Inventory, to have and to hold such Products, all and singular, unto DRC and its successors and assigns forever, subject to the terms and conditions of the Agreement.

Aron represents and warrants that it has good and marketable title to the Products constituting the Step-out Inventory, and that such Products are free and clear of any Liens (other than inchoate tax Liens), and that it has full right and authority to transfer such title and effect delivery of such Products to DRC.

EXCEPT FOR THE WARRANTY OF TITLE HEREIN, THE PARTY SELLING PRODUCTS HEREUNDER MAKES NO WARRANTY, CONDITION OR OTHER REPRESENTATION, WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS OR SUITABILITY OF THE PRODUCTS FOR ANY PARTICULAR PURPOSE OR OTHERWISE.

DRC and Aron acknowledge that the amount and manner of payment of the purchase price for the Step-out Inventory is provided for in, and shall be determined and made in accordance with, the Agreement.

Aron covenants and agrees to warrant and defend the sale, transfer, assignment, conveyance, grant and delivery of the Products constituting the Step-out Inventory against all persons whomsoever, and to take all steps reasonably necessary to establish the record of DRC’s title thereto, in each case, as transferred pursuant to this Instrument and the terms and conditions of the Agreement and, at the

request of DRC, to execute and deliver such further documents and instruments of transfer and assignment and to do such other acts and things as DRC may reasonably request in order to more fully effect the transfer of title of the Products constituting the Step-out Inventory and to more fully effect the purposes of this Instrument and the Agreement.

Aron and DRC each acknowledge and agree that the transfer of the Products constituting the Step-out Inventory pursuant to this Instrument will be deemed to occur immediately upon the delivery of this Instrument to DRC on the terms of and subject to the conditions set forth in the Agreement.

The parties acknowledge and agree that the representations, warranties, covenants, agreements and indemnities contained in the Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Agreement and the terms hereof, the terms of the Agreement shall govern.

THIS INSTRUMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE PRINCIPLES OF CONFLICT OF LAWS OR ANY OTHER PRINCIPLE THAT COULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

[Signature page follows]

2

IN WITNESS WHEREOF, this Instrument is duly executed and delivered to be effective as of the date first written above.

J. Aron & Company

By:/s/ Simon Collier

Name: Simon Collier

Title:    Attorney-in-fact

Agreed:

PBF Holding Company LLC

By:/s/ Thomas O'Connor

Name:Thomas O'Connor

Title:    Senior Vice President

Delaware City Refining Company LLC

By:/s/ Thomas O'Connor

Name:Thomas O'Connor

Title:    Senior Vice President

EXHIBIT 3

Form of Daily and End of Month Inventory Report of “Outright” Tank Inventories

*****

NY2-747883

*****

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Thomas J. Nimbley, certify that:

1. I have reviewed this quarterly report on Form 10-Q of PBF Energy Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 6, 2015

/s/ Thomas J. Nimbley

Thomas J. Nimbley

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Erik Young, certify that:

1. I have reviewed this quarterly report on Form 10-Q of PBF Energy Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 6, 2015

/s/ Erik Young

Erik Young

Senior Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of PBF Energy Inc. (PBF Energy) on Form 10-Q for the quarter ended June 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Thomas J. Nimbley, Chief Executive Officer of PBF Energy, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of PBF Energy.

/s/ Thomas J. Nimbley

Thomas J. Nimbley

Chief Executive Officer

August 6, 2015

A signed original of the written statement required by Section 906 has been provided to PBF Energy Inc. and will be retained by PBF Energy Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of PBF Energy Inc. (PBF Energy) on Form 10-Q for the quarter ended June 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Erik Young, Senior Vice President and Chief Financial Officer of PBF Energy, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of PBF Energy.

/s/ Erik Young

Erik Young

Senior Vice President and Chief Financial Officer

August 6, 2015

A signed original of the written statement required by Section 906 has been provided to PBF Energy Inc. and will be retained by PBF Energy Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

NONCONTROLLING INTEREST OF PBF ENERGY AND PBF LOGISTICS LP (Allocation of Equity) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Balance at January 1, 2015			$ 1,693,316	$ 1,715,256
Comprehensive income	$ 136,117	$ 21,265	223,883	98,886
Less: comprehensive income attributable to noncontrolling interests	22,668	24,859	38,492	130,756
Comprehensive income	158,785	46,124	262,375	229,642
Dividends and distributions			(70,840)	(114,007)
Record deferred tax asset and liabilities and tax receivable agreement associated with secondary offerings			(13,948)	(105,783)
Record allocation of noncontrolling interest upon completion of secondary offerings			0	0
Noncontrolling Interest, Decrease from Shares received from PBFX			0
Stock-based compensation			5,394	2,923
Noncontrolling Interest, Increase from Subsidiary Equity Issuance				335,957
Exercise of PBF LLC options and warrants, net			87	(14)
Purchase of treasury stock			(4,000)
Balance at June 30, 2015	1,872,384	2,063,974	1,872,384	2,063,974
PBF Energy [Member]
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Balance at January 1, 2015			1,218,213	654,130
Comprehensive income			223,883	98,886
Dividends and distributions			(51,545)	(37,302)
Record deferred tax asset and liabilities and tax receivable agreement associated with secondary offerings			(13,948)	(105,783)
Record allocation of noncontrolling interest upon completion of secondary offerings			39,976	936,229
Noncontrolling Interest, Decrease from Shares received from PBFX			11,390
Stock-based compensation			3,591	2,398
Noncontrolling Interest, Increase from Subsidiary Equity Issuance				0
Exercise of PBF LLC options and warrants, net			1,692	0
Purchase of treasury stock			(4,000)
Balance at June 30, 2015	1,429,252	1,548,558	1,429,252	1,548,558
Noncontrolling Interest - PBF LLC [Member]
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Balance at January 1, 2015			138,734	1,061,126
Less: comprehensive income attributable to noncontrolling interests			21,265	128,065
Dividends and distributions			(8,262)	(76,705)
Record deferred tax asset and liabilities and tax receivable agreement associated with secondary offerings			0	0
Record allocation of noncontrolling interest upon completion of secondary offerings			(39,976)	(936,229)
Noncontrolling Interest, Decrease from Shares received from PBFX			0
Stock-based compensation			190	330
Noncontrolling Interest, Increase from Subsidiary Equity Issuance				0
Exercise of PBF LLC options and warrants, net			(1,605)	(14)
Purchase of treasury stock			0
Balance at June 30, 2015	110,346	176,573	110,346	176,573
Noncontrolling Interest [Member]
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Balance at January 1, 2015			336,369	0
Less: comprehensive income attributable to noncontrolling interests			17,227	2,691
Dividends and distributions			(11,033)	0
Record deferred tax asset and liabilities and tax receivable agreement associated with secondary offerings			0	0
Record allocation of noncontrolling interest upon completion of secondary offerings			0	0
Noncontrolling Interest, Decrease from Shares received from PBFX			(11,390)
Stock-based compensation			1,613	195
Noncontrolling Interest, Increase from Subsidiary Equity Issuance				335,957
Exercise of PBF LLC options and warrants, net			0	0
Purchase of treasury stock			0
Balance at June 30, 2015	$ 332,786	$ 338,843	$ 332,786	$ 338,843

XML

DERIVATIVES (Fair Value of Derivative Instruments) (Details) - USD ($) $ in Thousands	Dec. 31, 2014	Jun. 30, 2014
Designated as Hedging Instrument [Member] | Inventory Supply Arrangement Obligation [Member] | Accrued Expenses [Member]
Derivatives, Fair Value [Line Items]
Fair Value Asset/(Liability)	$ 4,251	$ (378)
Designated as Hedging Instrument [Member] | Inventory Intermediation Agreement Obligation [Member] | Accrued Expenses [Member]
Derivatives, Fair Value [Line Items]
Fair Value Asset/(Liability)	94,834	10,260
Not Designated as Hedging Instrument [Member] | Commodity Contract [Member] | Accrued Expenses [Member]
Derivatives, Fair Value [Line Items]
Fair Value Asset/(Liability)		(1,410)
Not Designated as Hedging Instrument [Member] | Commodity Contract [Member] | Accounts Receivable [Member]
Derivatives, Fair Value [Line Items]
Fair Value Asset/(Liability)	$ 31,155	$ 17,249

XML

TREASURY STOCK (Details) - USD ($)		3 Months Ended	6 Months Ended
		Jun. 30, 2015	Jun. 30, 2015		Oct. 29, 2014	Aug. 19, 2014
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Treasury Stock, Value, Beginning of Period			$ 142,731,000
Purchase of treasury stock			4,000,000
Treasury Stock, Value, End of Period		$ 146,731,000	146,731,000
Additional shares available to repurchase, value		153,269,000	$ 153,269,000
Class A Common Stock [Member]
Equity, Class of Treasury Stock [Line Items]
Repurchased amount						$ 200,000,000
Additional shares authorized, value					$ 100,000,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Treasury Stock, Shares, Beginning of Period	[1]		5,765,946
Treasury Stock, Value, Beginning of Period			$ 142,731,000
Purchase of treasury stock		$ 3,593,000	$ 4,000,000
Shares purchased during the six months ended June 30, 2015		124,589	142,284	[1]
Treasury Stock, Shares, End of Period	[1]	5,908,230	5,908,230
Treasury Stock, Value, End of Period		$ 146,731,000	$ 146,731,000

[1] The shares purchased include only those shares that have settled as of the period end date.

XML

DERIVATIVES (Gain (Loss) Recognized in Income) (Details) - Cost of Sales [Member] - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Designated as Hedging Instrument [Member] | Inventory Supply Arrangement Obligation [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain or (Loss) Recognized in Income on Derivatives	$ (1,808)	$ (3,719)	$ (4,629)	$ (1,069)
Designated as Hedging Instrument [Member] | Inventory Intermediation Agreement Obligation [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain or (Loss) Recognized in Income on Derivatives	(20,888)	(5,770)	(84,574)	9,042
Designated as Hedging Instrument [Member] | Crude Oil and Feedstock Inventory [Member] | Fair Value Hedging [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain or (Loss) Recognized in Income on Derivatives	1,808	3,719	4,629	1,069
Designated as Hedging Instrument [Member] | Intermediates and Refined Products Inventory [Member] | Fair Value Hedging [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain or (Loss) Recognized in Income on Derivatives	20,888	5,770	84,574	(9,042)
Not Designated as Hedging Instrument [Member] | Inventory Supply Arrangement Obligation [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain or (Loss) Recognized in Income on Derivatives	0
Not Designated as Hedging Instrument [Member] | Commodity Contract [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain or (Loss) Recognized in Income on Derivatives	$ (3,969)	$ (41,119)	$ (45,097)	$ 31,278

XML

COMMITMENTS AND CONTINGENCIES (Details)		6 Months Ended	12 Months Ended
	Mar. 03, 2014 ppm	Jun. 30, 2015 USD ($) ppm	Dec. 31, 2010 ppm	Feb. 06, 2015	Dec. 31, 2014 USD ($)
Loss Contingencies [Line Items]
Percent of tax benefit received from increases in tax basis paid to stockholders		85.00%
Restricted cash for environmental liabilities		$ 1,500,000			$ 1,521,000
Additional shares available to repurchase, value		$ 153,269,000
Percentage of ownership in PBF LLC		100.00%		100.00%	100.00%
Recognized liability for the tax receivable agreement		$ 737,374,000			$ 712,727,000
PBF Energy [Member] | Class A Common Stock [Member]
Loss Contingencies [Line Items]
Percentage of ownership in PBF LLC		94.30%		94.10%	89.90%
Environmental Issue [Member]
Loss Contingencies [Line Items]
Environmental liability		$ 11,132,000			$ 10,476,000
Discount rate used for environmental liability assessment		8.00%
Maximum amount of sulfur allowed in heating oil (in ppm) | ppm	10	80
Restricted cash for environmental liabilities					$ 12,117,000
Environmental Issue [Member] | Valero [Member]
Loss Contingencies [Line Items]
Maximum pre-disposal environmental obligations of Valero		$ 20,000,000
Environmental Issue [Member] | PBF Energy and Valero [Member]
Loss Contingencies [Line Items]
Term of insurance policies		10 years
Maximum pre-disposal environmental obligations of Valero		$ 75,000,000
Environmental Issue [Member] | New York [Member]
Loss Contingencies [Line Items]
Maximum amount of sulfur allowed in heating oil (in ppm) | ppm			15

XML

DERIVATIVES (Tables)

6 Months Ended

Jun. 30, 2014

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Fair Value of Derivative Instruments

The following tables provide information about the fair values of these derivative instruments as of June 30, 2015 and December 31, 2014 and the line items in the consolidated balance sheet in which the fair values are reflected.

Description	Balance Sheet Location	Fair Value Asset/(Liability)
Derivatives designated as hedging instruments:
June 30, 2015:
Derivatives included with inventory supply arrangement obligations	Accrued expenses	$	(378	)
Derivatives included with the intermediation agreement obligations	Accrued expenses	$	10,260
December 31, 2014
Derivatives included with inventory supply arrangement obligations	Accrued expenses	$	4,251
Derivatives included with the intermediation agreement obligations	Accrued expenses	$	94,834
Derivatives not designated as hedging instruments:
June 30, 2015:
Commodity contracts	Accounts receivable	$	17,249
Commodity contracts	Accrued expenses	$	(1,410	)
December 31, 2014
Commodity contracts	Accounts receivable	$	31,155

Schedule of Derivative Instruments, Gain (Loss) Recognized in Income

Description	Balance Sheet Location	Fair Value Asset/(Liability)
Derivatives designated as hedging instruments:
June 30, 2015:
Derivatives included with inventory supply arrangement obligations	Accrued expenses	$	(378	)
Derivatives included with the intermediation agreement obligations	Accrued expenses	$	10,260
December 31, 2014
Derivatives included with inventory supply arrangement obligations	Accrued expenses	$	4,251
Derivatives included with the intermediation agreement obligations	Accrued expenses	$	94,834
Derivatives not designated as hedging instruments:
June 30, 2015:
Commodity contracts	Accounts receivable	$	17,249
Commodity contracts	Accrued expenses	$	(1,410	)
December 31, 2014
Commodity contracts	Accounts receivable	$	31,155

The following tables provide information about the gain or loss recognized in income on these derivative instruments and the line items in the consolidated financial statements in which such gains and losses are reflected.

Description	Location of Gain or (Loss) Recognized in  Income on Derivatives	Gain or (Loss) Recognized in Income on Derivatives
Derivatives designated as hedging instruments:
For the three months ended June 30, 2015:
Derivatives included with inventory supply arrangement obligations	Cost of sales	$	(1,808	)
Derivatives included with the intermediation agreement obligations	Cost of sales	$	(20,888	)
For the three months ended June 30, 2014:
Derivatives included with inventory supply arrangement obligations	Cost of sales	$	(3,719	)
Derivatives included with the intermediation agreement obligations	Cost of sales	$	(5,770	)
For the six months ended June 30, 2015:
Derivatives included with inventory supply arrangement obligations	Cost of sales	$	(4,629	)
Derivatives included with the intermediation agreement obligations	Cost of sales	$	(84,574	)
For the six months ended June 30, 2014:
Derivatives included with inventory supply arrangement obligations	Cost of sales	$	(1,069	)
Derivatives included with the intermediation agreement obligations	Cost of sales	$	9,042
Derivatives not designated as hedging instruments:
For the three months ended June 30, 2015:
Commodity contracts	Cost of sales	$	(3,969	)
For the three months ended June 30, 2014:
Commodity contracts	Cost of sales	$	(41,119	)
For the six months ended June 30, 2015:
Commodity contracts	Cost of sales	$	(45,097	)
For the six months ended June 30, 2014:
Commodity contracts	Cost of sales	$	31,278
Hedged items designated in fair value hedges:
For the three months ended June 30, 2015:
Crude oil and feedstock inventory	Cost of sales	$	1,808
Intermediate and refined product inventory	Cost of sales	$	20,888
For the three months ended June 30, 2014:
Crude oil and feedstock inventory	Cost of sales	$	3,719
Intermediate and refined product inventory	Cost of sales	$	5,770
For the six months ended June 30, 2015:
Crude oil and feedstock inventory	Cost of sales	$	4,629
Intermediate and refined product inventory	Cost of sales	$	84,574
For the six months ended June 30, 2014:
Crude oil and feedstock inventory	Cost of sales	$	1,069
Intermediate and refined product inventory	Cost of sales	$	(9,042	)

XML

NET INCOME PER SHARE OF PBF ENERGY (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended				6 Months Ended
		Jun. 30, 2015		Jun. 30, 2014		Jun. 30, 2015		Jun. 30, 2014
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Statutory tax rate		40.20%				40.20%
Basic Earnings Per Share:
Numerator for basic net income per Class A common share-net income attributable to PBF Energy		$ 135,810		$ 20,959		$ 223,132		$ 98,404
Denominator for basic net income per Class A common share-weighted average shares (in shares)		86,036,809		72,439,760		85,175,066		63,354,285
Basic net income attributable to PBF Energy per Class A common share (in usd per share)		$ 1.58		$ 0.29		$ 2.62		$ 1.55
Diluted Earnings Per Share:
Net income attributable to PBF Energy		$ 135,810		$ 20,959		$ 223,132		$ 98,404
Plus: Net income attributable to noncontrolling interest		13,432	[1]	0	[1]	21,220	[1]	0
Less: Income tax on net income attributable to noncontrolling interest		(5,400)		0		(8,530)		0
Numerator for diluted net income per Class A common share	[1]	$ 143,842		$ 20,959		$ 235,822		$ 98,404
Denominator for basic net income per Class A common share-weighted average shares (in shares)		86,036,809		72,439,760		85,175,066		63,354,285
Effect of dilutive securities:
Conversion of PBF LLC Series A Units		5,129,114		0		5,980,462		0
Effect of dilutive securities on common stock equivalents (in shares)	[2]	493,983		567,396		499,553		543,427
Denominator for diluted net income per common share-adjusted weighted average shares		91,659,906		73,007,156		91,655,081		63,897,712
Diluted net income attributable to PBF Energy per Class A common share (in usd per share)		$ 1.57		$ 0.29		$ 2.57		$ 1.54
Stock Options [Member]
Effect of dilutive securities:
Antidilutive common stock excluded from computation of dilutive earnings per share (in shares)		2,874,500		1,867,500		2,874,500		1,952,500
PBF LLC [Member] | Series A Units [Member]
Effect of dilutive securities:
Antidilutive common stock excluded from computation of dilutive earnings per share (in shares)				24,444,643				33,525,376

[1] (1)The diluted earnings per share calculation for the three and six months ended June 30, 2015 assumes the conversion of all outstanding PBF LLC Series A Units to Class A common stock of PBF Energy. The net income attributable to PBF Energy, used in the numerator of the diluted earnings per share calculation is adjusted to reflect the net income, as well as the corresponding income tax (based on a 40.2% statutory tax rate) attributable to the converted units. During the three and six months ended June 30, 2014, the potential conversion of 24,444,643 and 33,525,376 PBF LLC Series A Units, respectively, into PBF Energy Class A common stock were excluded from the denominator in computing diluted net income per share because including them would have had an anti-dilutive effect. As the potential conversion of the PBF LLC Series A Units were not included, the numerator used in the calculation of diluted net income per share was equal to the numerator used in the calculation of basic net income per share and does not include the net income and income tax attributable to the net income associated with the potential conversion of the PBF LLC Series A Uni

[2] Represents an adjustment to weighted-average diluted shares outstanding to assume the full exchange of common stock equivalents, including options and warrants for PBF LLC Series A Units and options for shares of PBF Energy Class A common stock as calculated under the treasury stock method. Common stock equivalents excludes the effects of options to purchase 2,874,500 and 2,874,500 shares of PBF Energy Class A common stock because they are anti-dilutive for the three and six months ended June 30, 2015, respectively. Common stock equivalents excluded the effects of options to purchase 1,867,500 and 1,952,500 shares of PBF Energy Class A common stock because they are anti-dilutive for the three and six months ended June 30, 2014, respectively.

XML

NONCONTROLLING INTEREST OF PBF ENERGY AND PBF LOGISTICS LP (Tables)

6 Months Ended

Jun. 30, 2015

Noncontrolling Interest [Line Items]

Summary of the allocation of equity between the controlling and noncontrolling interests of PBF Energy

The following table summarizes the changes in equity for the controlling and noncontrolling interests of PBF Energy for the six months ended June 30, 2015 and 2014:

	PBF Energy Inc. Equity			Noncontrolling Interest in PBF LLC			Noncontrolling Interest in PBFX			Total Equity
Balance at January 1, 2015	$	1,218,213		$	138,734		$	336,369		$	1,693,316
Comprehensive income	223,883			21,265			17,227			262,375
Dividends and distributions	(51,545		)	(8,262		)	(11,033		)	(70,840		)
Record deferred tax asset and liabilities and tax receivable agreement associated with secondary offerings and PBFX's acquisitions from PBF LLC	(13,948		)	—			—			(13,948		)
Record allocation of noncontrolling interest upon completion of secondary offerings	39,976			(39,976		)	—			—
Issuance of additional PBFX common units	11,390			—			(11,390		)	—
Stock-based compensation	3,591			190			1,613			5,394
Exercise of PBF LLC options and warrants, net	1,692			(1,605		)	—			87
Purchase of treasury stock	(4,000		)	—			—			(4,000		)
Balance at June 30, 2015	$	1,429,252		$	110,346		$	332,786		$	1,872,384

PBF LLC [Member]

Noncontrolling Interest [Line Items]

The ownership percentage in PBF LLC

The noncontrolling interest ownership percentage of PBF LLC as of June 30, 2015, the completion date of the February 2015 secondary offering, and December 31, 2014 is calculated as follows:

	Held by members of PBF LLC other than PBF Energy		Held by PBF Energy		Total *
December 31, 2014	9,170,696		81,981,119		91,151,815
	10.1	%	89.9	%	100.0	%
February 6, 2015	5,366,043		85,768,077		91,134,120
	5.9	%	94.1	%	100.0	%
June 30, 2015	5,147,838		85,922,092		91,069,930
	5.7	%	94.3	%	100.0	%

——————————

* Assumes all of the holders of PBF LLC Series A Units exchange their PBF LLC Series A Units for shares of PBF Energy’s Class A common stock on a one-for-one basis.

PBF Logistics LP [Member]

Noncontrolling Interest [Line Items]

The ownership percentage in PBF LLC

The noncontrolling interest ownership percentage of PBFX as of June 30, 2015 and December 31, 2014, is calculated as follows:

	Units of PBFX Held by the Public		Units of PBFX Held by PBF LLC (Including Subordinated Units)		Total
December 31, 2014	15,812,500		17,171,077		32,983,577
	47.9	%	52.1	%	100.0	%
June 30, 2015	15,864,388		18,459,497		34,323,885
	46.2	%	53.8	%	100.0	%

XML

FAIR VALUE MEASUREMENTS (Measured on Recurring Basis) (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	$ 234,249		$ 234,930
Non-qualified pension plan assets	5,398		5,494
Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	234,249		234,930
Non-qualified pension plan assets	5,398		5,494
Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	0		0
Non-qualified pension plan assets	0		0
Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	0		0
Non-qualified pension plan assets	0		0
Catalyst lease obligations [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Catalyst lease obligations	32,571		36,559
Catalyst lease obligations [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Catalyst lease obligations	0		0
Catalyst lease obligations [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Catalyst lease obligations	32,571		36,559
Catalyst lease obligations [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Catalyst lease obligations	0		0
Commodity contract [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, gross carrying value	67,536		397,676
Derivative liability, effect of counter-party netting	(66,126)		(397,676)
Derivative Liability	1,410		0
Commodity contract [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, gross carrying value	59,827
Derivative Liability			390,144
Commodity contract [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, gross carrying value	7,050
Derivative Liability			7,338
Commodity contract [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability	659		194
Derivatives included with inventory supply arrangement obligations [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets, gross carrying value			4,251
Derivative assets, effect of counter-party netting			0
Derivative assets, net carrying value			4,251
Derivative liability, gross carrying value		$ 378
Derivative liability, effect of counter-party netting		0
Derivative Liability		378
Derivatives included with inventory supply arrangement obligations [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets, gross carrying value			0
Derivative liability, gross carrying value		0
Derivatives included with inventory supply arrangement obligations [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets, gross carrying value			4,251
Derivative liability, gross carrying value		378
Derivatives included with inventory supply arrangement obligations [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets, gross carrying value			0
Derivative liability, gross carrying value		$ 0
Money market funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	365,371		5,575
Money market funds [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	365,371		5,575
Money market funds [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	0		0
Money market funds [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	0		0
Commodity contract [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets, gross carrying value	83,375		428,831
Derivative assets, effect of counter-party netting	(66,126)		(397,676)
Derivative assets, net carrying value	17,249		31,155
Commodity contract [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets, gross carrying value	65,997
Derivative assets, net carrying value			415,023
Commodity contract [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets, gross carrying value	14,814
Derivative assets, net carrying value			12,093
Commodity contract [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets, net carrying value	2,564		1,715
Derivatives included with intermediation agreement obligations [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets, gross carrying value	10,260		94,834
Derivative assets, effect of counter-party netting	0		0
Derivative assets, net carrying value	10,260		94,834
Derivatives included with intermediation agreement obligations [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets, gross carrying value	0
Derivative assets, net carrying value			0
Derivatives included with intermediation agreement obligations [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets, gross carrying value	10,260
Derivative assets, net carrying value			94,834
Derivatives included with intermediation agreement obligations [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets, gross carrying value	$ 0
Derivative assets, net carrying value			$ 0

XML

ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Accrued Expenses:
Inventory-related accruals	$ 625,558	$ 588,297
Inventory supply and intermediation arrangements	256,164	253,549
Accrued transportation costs	54,895	59,959
Excise and sales tax payable	40,022	40,444
Accrued income taxes payable	36,608	0
Accrued salaries and benefits	28,003	56,117
Accrued interest	25,362	23,014
Customer deposits	21,277	24,659
Accrued construction in progress	17,368	31,452
Accrued utilities	11,197	22,337
Other	24,072	30,964
Accrued expenses	$ 1,140,526	$ 1,130,792

XML

PBF LOGISTICS LP (Details) - USD ($)	May. 14, 2015	Dec. 11, 2014	Sep. 30, 2014	May. 14, 2014	Jun. 30, 2015	Dec. 31, 2014
Variable Interest Entity [Line Items]
Ownership percentage					100.00%	100.00%
IPO [Member] | Common Units [Member] | PBF Logistics LP [Member]
Variable Interest Entity [Line Items]
Shares sold in offering (in shares)				15,812,500
Limited Partner [Member] | Public Unit Holders [Member]
Variable Interest Entity [Line Items]
Ownership percentage					46.20%	47.90%
Limited Partner [Member] | PBF LLC [Member]
Variable Interest Entity [Line Items]
Ownership percentage					53.80%	52.10%
Limited Partner [Member] | Common Units [Member] | PBF LLC [Member]
Variable Interest Entity [Line Items]
Partner capital units held (in shares)					2,572,944
Limited Partner [Member] | Subordinated Units [Member] | PBF LLC [Member]
Variable Interest Entity [Line Items]
Partner capital units held (in shares)					15,886,553
Delaware City West Heavy Crude Unloading Rack [Member] | Partnership [Member] | PBF Logistics LP [Member]
Variable Interest Entity [Line Items]
Consideration transferred		$ 150,000,000	$ 150,000,000
Delaware City Products Pipeline and Truck Rack [Member] | PBF LLC [Member]
Variable Interest Entity [Line Items]
Consideration transferred	$ 143,000,000

XML

FAIR VALUE MEASUREMENTS (Fair Value and Carrying Value of Debt) (Details) - USD ($) $ in Thousands		Jun. 30, 2015	Dec. 31, 2014
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, Carrying value		$ 1,353,734	$ 1,252,349
Long-term debt, Fair value		1,372,514	1,259,409
Current maturities, Carrying value		0	0
Current maturities, Fair value		0	0
Long-term debt excluding current maturities, Carrying value		1,353,734	1,252,349
Long-term debt excluding current maturities, Fair value		1,372,514	1,259,409
Senior secured notes [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, Carrying value	[1]	669,070	668,520
Long-term debt, Fair value	[1]	687,850	675,580
Line of Credit Facility, Amount Outstanding	[2]	0	0
Line of credit, Fair value	[2]	0	0
Senior Secured Notes Issued in 2015 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Line of Credit Facility, Amount Outstanding	[1]	350,000	0
Line of credit, Fair value	[1]	350,000	0
Rail Facility [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Line of Credit Facility, Amount Outstanding		43,393	37,270
Line of credit, Fair value		43,393	37,270
PBFX Term Loan [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, Carrying value	[2]	234,200	234,900
Long-term debt, Fair value	[2]	234,200	234,900
PBFX Revolving Credit Facility [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Line of Credit Facility, Amount Outstanding	[2]	24,500	275,100
Line of credit, Fair value	[2]	24,500	275,100
Catalyst lease obligations [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, Carrying value	[3]	32,571	36,559
Long-term debt, Fair value	[3]	$ 32,571	$ 36,559

[1] The estimated fair value, categorized as a Level 2 measurement, was calculated based on the present value of future expected payments utilizing implied current market interest rates based on quoted prices of the Senior Secured Notes and the PBFX Senior Notes.

[2] The estimated fair value approximates carrying value, categorized as a Level 2 measurement, as these borrowings bear interest based upon short-term floating market interest rates.

[3] Catalyst leases are valued using a market approach based upon commodity prices for similar instruments quoted in active markets and are categorized as a Level 2 measurement. The Company has elected the fair value option for accounting for its catalyst lease repurchase obligations as the Company's liability is directly impacted by the change in fair value of the underlying catalyst.

XML

DIVIDENDS AND DISTRIBUTIONS (Details) - USD ($) $ / shares in Units, $ in Thousands					3 Months Ended		6 Months Ended
	May. 29, 2015	May. 27, 2015	Mar. 10, 2015	Mar. 04, 2015	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Distribution Made to Member or Limited Partner [Line Items]
Dividends per common share (in dollars per share)					$ 0.30	$ 0.30	$ 0.60	$ 0.60
Class A Common Stock [Member]
Distribution Made to Member or Limited Partner [Line Items]
Aggregate amount of dividends paid							$ 51,545
PBF LLC [Member]
Distribution Made to Member or Limited Partner [Line Items]
Distribution made to partners							91,893
PBF LLC [Member] | PBF Energy [Member] | Cash Distribution [Member]
Distribution Made to Member or Limited Partner [Line Items]
Distributions paid							51,545
PBF LLC [Member] | PBF Energy Inc. [Member]
Distribution Made to Member or Limited Partner [Line Items]
Distribution made to partners							$ 86,778
PBF Energy Inc. [Member] | Class A Common Stock [Member]
Distribution Made to Member or Limited Partner [Line Items]
Dividends per common share (in dollars per share)		$ 0.30	$ 0.30
PBF Energy [Member] | Class A Common Stock [Member]
Distribution Made to Member or Limited Partner [Line Items]
Dividends per common share (in dollars per share)							$ 0.60
PBF Logistics LP [Member]
Distribution Made to Member or Limited Partner [Line Items]
Distribution made to partner (in dollars per share)	$ 0.35			$ 0.33
Distribution made to partners							$ 22,911
PBF Logistics LP [Member] | PBF Energy [Member]
Distribution Made to Member or Limited Partner [Line Items]
Distribution made to partners							$ 11,878

XML

NONCONTROLLING INTEREST OF PBF ENERGY AND PBF LOGISTICS LP

6 Months Ended

Jun. 30, 2015

Noncontrolling Interest [Abstract]

NONCONTROLLING INTEREST OF PBF ENERGY AND PBF LOGISTICS LP

NONCONTROLLING INTEREST OF PBF ENERGY AND PBFX

Noncontrolling Interest in PBF LLC

PBF Energy is the sole managing member of, and has a controlling interest in, PBF LLC. As the sole managing member of PBF LLC, PBF Energy operates and controls all of the business and affairs of PBF LLC and its subsidiaries. As of December 31, 2014, PBF Energy’s equity interest in PBF LLC represented approximately 89.9% of the outstanding interests. In connection with the February 2015 secondary offering, Blackstone and First Reserve exchanged a total of 3,804,653 Series A Units of PBF LLC for an equivalent number of shares of Class A common stock of PBF Energy. As of June 30, 2015, PBF Energy held approximately 94.3% of the economic interests in PBF LLC.

PBF Energy consolidates the financial results of PBF LLC and its subsidiaries, and records a noncontrolling interest for the economic interest in PBF Energy held by the members of PBF LLC other than PBF Energy. Noncontrolling interest on the consolidated statements of operations includes the portion of net income or loss attributable to the economic interest in PBF Energy held by the members of PBF LLC other than PBF Energy. Noncontrolling interest on the consolidated balance sheets includes the portion of net assets of PBF Energy attributable to the members of PBF LLC other than PBF Energy.

The noncontrolling interest ownership percentage of PBF LLC as of June 30, 2015, the completion date of the February 2015 secondary offering, and December 31, 2014 is calculated as follows:

	Held by members of PBF LLC other than PBF Energy		Held by PBF Energy		Total *
December 31, 2014	9,170,696		81,981,119		91,151,815
	10.1	%	89.9	%	100.0	%
February 6, 2015	5,366,043		85,768,077		91,134,120
	5.9	%	94.1	%	100.0	%
June 30, 2015	5,147,838		85,922,092		91,069,930
	5.7	%	94.3	%	100.0	%

——————————

* Assumes all of the holders of PBF LLC Series A Units exchange their PBF LLC Series A Units for shares of PBF Energy’s Class A common stock on a one-for-one basis.

Noncontrolling Interest in PBFX

PBF LLC holds a 53.8% limited partner interest in PBFX and owns all of PBFX’s incentive distribution rights, with the remaining 46.2% limited partner interest owned by public common unit holders as of June 30, 2015. PBF LLC is also the sole member of PBF GP, the general partner of PBFX.

PBF Energy, through its ownership of PBF LLC, consolidates the financial results of PBFX, and records a noncontrolling interest for the economic interest in PBFX held by the public common unit holders. Noncontrolling interest on the consolidated statements of operations includes the portion of net income or loss attributable to the economic interest in PBFX held by the public common unit holders of PBFX other than PBF Energy (through its ownership in PBF LLC). Noncontrolling interest on the consolidated balance sheets includes the portion of net assets of PBFX attributable to the public common unit holders of PBFX.

The noncontrolling interest ownership percentage of PBFX as of June 30, 2015 and December 31, 2014, is calculated as follows:

	Units of PBFX Held by the Public		Units of PBFX Held by PBF LLC (Including Subordinated Units)		Total
December 31, 2014	15,812,500		17,171,077		32,983,577
	47.9	%	52.1	%	100.0	%
June 30, 2015	15,864,388		18,459,497		34,323,885
	46.2	%	53.8	%	100.0	%

The following table summarizes the changes in equity for the controlling and noncontrolling interests of PBF Energy for the six months ended June 30, 2015 and 2014:

	PBF Energy Inc. Equity			Noncontrolling Interest in PBF LLC			Noncontrolling Interest in PBFX			Total Equity
Balance at January 1, 2015	$	1,218,213		$	138,734		$	336,369		$	1,693,316
Comprehensive income	223,883			21,265			17,227			262,375
Dividends and distributions	(51,545		)	(8,262		)	(11,033		)	(70,840		)
Record deferred tax asset and liabilities and tax receivable agreement associated with secondary offerings and PBFX's acquisitions from PBF LLC	(13,948		)	—			—			(13,948		)
Record allocation of noncontrolling interest upon completion of secondary offerings	39,976			(39,976		)	—			—
Issuance of additional PBFX common units	11,390			—			(11,390		)	—
Stock-based compensation	3,591			190			1,613			5,394
Exercise of PBF LLC options and warrants, net	1,692			(1,605		)	—			87
Purchase of treasury stock	(4,000		)	—			—			(4,000		)
Balance at June 30, 2015	$	1,429,252		$	110,346		$	332,786		$	1,872,384

	PBF Energy Inc. Equity			Noncontrolling Interest in PBF LLC			Noncontrolling Interest in PBFX		Total Equity
Balance at January 1, 2014	$	654,130		$	1,061,126		$	—	$	1,715,256
Comprehensive income	98,886			128,065			2,691		229,642
Dividends and distributions	(37,302		)	(76,705		)	—		(114,007		)
Record deferred tax asset and liabilities and tax receivable agreement associated with secondary offerings	(105,783		)	—			—		(105,783		)
Record allocation of noncontrolling interest upon completion of secondary offerings	936,229			(936,229		)	—		—
Stock-based compensation	2,398			330			195		2,923
Record noncontrolling interest upon completion of the PBFX Offering	—			—			335,957		335,957
Exercise of PBF LLC options and warrants, net	—			(14		)	—		(14		)
Balance at June 30, 2014	$	1,548,558		$	176,573		$	338,843	$	2,063,974

XML

CREDIT FACILITIES (Details) - USD ($)			6 Months Ended
		May. 12, 2015	Jun. 30, 2015	Jun. 30, 2014	Apr. 29, 2015	Dec. 31, 2014	Mar. 25, 2014
Debt Instrument [Line Items]
Maturities of marketable securities			$ 1,380,085,000	$ 299,987,000
Proceeds from Issuance of Secured Debt		$ 343,000,000
Senior Secured Notes Issued in 2015 [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Amount Outstanding	[1]		$ 350,000,000			$ 0
Debt Instrument, Face Amount		$ 350,000,000
Debt Instrument, Interest Rate, Stated Percentage		6.875%
PBF Rail Logistics Company LLC [Member] | Line of Credit [Member] | Rail Facility [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity					$ 150,000,000		$ 250,000,000
Management [Member] | Senior Secured Notes Issued in 2015 [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount		$ 19,910,000

[1] The estimated fair value, categorized as a Level 2 measurement, was calculated based on the present value of future expected payments utilizing implied current market interest rates based on quoted prices of the Senior Secured Notes and the PBFX Senior Notes.

XML

INCOME TAXES (Tables)

6 Months Ended

Jun. 30, 2015

Income Tax Disclosure [Abstract]

Summary of the income tax provision

The income tax provision in the PBF Energy condensed consolidated financial statements of operations consisted of the following:

	Three Months Ended   June 30,				Six Months Ended   June 30,
	2015		2014		2015		2014
Current tax expense	$	39,571	$	11,344	$	65,541	$	28,063
Deferred tax expense	50,838		2,130		74,006		35,090
Total tax expense	$	90,409	$	13,474	$	139,547	$	63,153

Schedule of effective income tax rate reconciliation

The difference between the Company’s income tax expense and the income tax provision computed by applying the United States statutory rate and the difference between the Company’s effective income tax rate and the United States statutory rate are reconciled below:

	Three Months Ended   June 30, 2015					Three Months Ended   June 30, 2014
Provision at Federal statutory rate	$	79,177		35.0	%	$	11,947		35.0	%
Increase (decrease) attributable to flow-through of certain tax adjustments:
State income taxes (net federal income tax)	11,786			5.2	%	1,779			5.2	%
Non deductible/nontaxable items	340			0.2	%	124			0.2	%
Adjustment for manufacturer's benefit	(1,609		)	(0.7	)%	—			—	%
Rate differential from foreign jurisdictions	1,803			0.8	%	—			—	%
Other	(1,088		)	(0.5	)%	(376		)	(1.2	)%
Total	$	90,409		40.0	%	$	13,474		39.2	%

XML

ACCRUED EXPENSES (Tables)

6 Months Ended

Jun. 30, 2015

Payables and Accruals [Abstract]

Schedule of accrued expenses

Accrued expenses consisted of the following:

	June 30, 2015		December 31, 2014
Inventory-related accruals	$	625,558	$	588,297
Inventory supply and intermediation arrangements	256,164		253,549
Accrued transportation costs	54,895		59,959
Excise and sales tax payable	40,022		40,444
Accrued income taxes payable	36,608		—
Accrued salaries and benefits	28,003		56,117
Accrued interest	25,362		23,014
Customer deposits	21,277		24,659
Accrued construction in progress	17,368		31,452
Accrued utilities	11,197		22,337
Other	24,072		30,964
Total accrued expenses	$	1,140,526	$	1,130,792

XML

SEGMENT INFORMATION (Details) $ in Thousands, bbl in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2015 USD ($)	Jun. 30, 2014 USD ($)	Jun. 30, 2015 USD ($) reportable_segment bbl bbl / d mi	Jun. 30, 2014 USD ($)	Dec. 31, 2014 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments | reportable_segment			2
Revenues	$ 3,550,664	$ 5,301,709	$ 6,545,800	$ 10,048,152
Depreciation and amortization expense	48,562	34,662	96,268	67,877
Income (loss) from operations	273,796	87,850	446,206	348,057
Interest expense, net	26,876	26,202	49,068	51,457
Capital expenditures	126,676	82,476	252,405	172,888
Assets	5,543,622		$ 5,543,622		$ 5,196,288
Refining Group [Member]
Segment Reporting Information [Line Items]
Plant capacity (in barrels per day) | bbl / d			540,000
Revenues	3,550,664	5,301,709	$ 6,545,800	10,048,152
Depreciation and amortization expense	44,421	30,452	87,451	59,326
Income (loss) from operations	287,442	120,413	476,081	424,865
Interest expense, net	4,575	7,617	9,290	15,087
Capital expenditures	126,107	64,916	250,575	140,361
Assets	4,577,878		4,577,878		4,313,806
PBF Logistics LP [Member]
Segment Reporting Information [Line Items]
Revenues	34,868	10,168	67,713	12,350
Depreciation and amortization expense	1,637	868	3,270	1,729
Income (loss) from operations	24,734	2,874	44,450	(1,450)
Interest expense, net	4,930	358	6,885	356
Capital expenditures	144	16,673	220	26,119
Assets	417,776		417,776		410,141
Corporate Segment [Member]
Segment Reporting Information [Line Items]
Revenues	0	0	0	0
Depreciation and amortization expense	2,504	3,342	5,547	6,822
Income (loss) from operations	(38,380)	(35,437)	(74,325)	(75,358)
Interest expense, net	17,371	18,227	32,893	36,014
Capital expenditures	425	887	1,610	6,408
Assets	568,301		568,301		483,971
Intersegment Eliminations [Member]
Segment Reporting Information [Line Items]
Revenues	(34,868)	(10,168)	(67,713)	(12,350)
Depreciation and amortization expense	0	0	0	0
Income (loss) from operations	0	0	0	0
Interest expense, net	0	0	0	0
Capital expenditures	0	$ 0	0	$ 0
Assets	$ (20,333)		$ (20,333)		$ (11,630)
Delaware City Truck Rack [Member] | PBF Logistics LP [Member]
Segment Reporting Information [Line Items]
Number Of Unloading Lanes			15
Unloading capacity (in barrels per day) | bbl / d			76,000
Propane Truck Loading Facility [Member] | PBF Logistics LP [Member]
Segment Reporting Information [Line Items]
Unloading capacity (in barrels per day) | bbl / d			11,000
Delaware City Products Pipeline [Member] | PBF Logistics LP [Member]
Segment Reporting Information [Line Items]
Oil and Gas, Pipeline Diameter			16
Oil And Gas Plant, Pipeline Capacity | bbl / d			125,000
Oil and Gas, Pipeline miles | mi			23.4
Toledo Truck Unloading Terminal [Member] | PBF Logistics LP [Member]
Segment Reporting Information [Line Items]
Unloading capacity (in barrels per day) | bbl / d			22,500
Delaware City Rail Unloading Terminal [Member] | PBF Logistics LP [Member]
Segment Reporting Information [Line Items]
Unloading capacity (in barrels per day) | bbl / d			130,000
Delaware City West Heavy Crude Unloading Rack [Member] | PBF Logistics LP [Member]
Segment Reporting Information [Line Items]
Unloading capacity (in barrels per day) | bbl / d			40,000
Toledo Tank Farm [Member] | PBF Logistics LP [Member]
Segment Reporting Information [Line Items]
Oil And Gas Plant, Maximum Storage Capacity | bbl			3.9

XML

MARKETABLE SECURITIES (Details) - USD ($)			6 Months Ended
	Jun. 30, 2014	May. 14, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Payments to acquire marketable securities			$ 1,379,386,000	$ 599,997,000
Marketable securities			$ 234,249,000		$ 234,930,000
PBF Logistics LP [Member] | US Treasury And Other Investments [Member]
Payments to acquire marketable securities		$ 300,000,000
Marketable Securities, maturity range, start	1 month
Marketable securities, maturity range, maximum	3 months

XML

TREASURY STOCK (Tables)

6 Months Ended

Jun. 30, 2015

TREASURY STOCK [Abstract]

Schedule of Company's repurchase activities

The following table summarizes the Company's Class A common stock repurchase activity under the Repurchase Program:

	Number of shares purchased (1)	Cost of purchased shares
Shares purchased as of December 31, 2014	5,765,946	$	142,731
Shares purchased during the six months ended June 30, 2015	142,284	4,000
Shares purchased as of June 30, 2015	5,908,230	$	146,731
__________
(1) - The shares purchased include only those shares that have settled as of the period end date.

XML

EMPLOYEE BENEFIT PLANS (Tables)

6 Months Ended

Jun. 30, 2015

Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract]

Schedule of net periodic benefit cost

The components of net periodic benefit cost related to the Company’s defined benefit plans consisted of the following:

	Three Months Ended   June 30,						Six Months Ended   June 30,
Pension Benefits	2015			2014			2015			2014
Components of net periodic benefit cost:
Service cost	$	5,789		$	4,851		$	11,579		$	9,142
Interest cost	707			601			1,416			1,171
Expected return on plan assets	(829		)	(539		)	(1,659		)	(1,063		)
Amortization of prior service costs	13			10			26			12
Amortization of loss	311			258			622			480
Net periodic benefit cost	$	5,991		$	5,181		$	11,984		$	9,742

	Three Months Ended   June 30,				Six Months Ended   June 30,
Post Retirement Medical Plan	2015		2014		2015		2014
Components of net periodic benefit cost:
Service cost	$	244	$	300	$	488	$	478
Interest cost	134		135		269		228
Amortization of prior service costs	76		75		152		55
Amortization of loss (gain)	—		1		—		(4		)
Net periodic benefit cost	$	454	$	511	$	909	$	757

XML

PBF LOGISTICS LP PBF LOGISITICS LP

6 Months Ended

Jun. 30, 2015

PBF LOGISTICS LP [Abstract]

PBF Logistics LP

PBF LOGISTICS LP

On May 14, 2014, PBFX completed its initial public offering (the “PBFX Offering”) of 15,812,500 common units. As of June 30, 2015, PBF LLC holds a 53.8% limited partner interest in PBFX (consisting of 2,572,944 common units and 15,886,553 subordinated units) and all of PBFX's incentive distribution rights, with the remaining 46.2% limited partner interest held by public common unit holders. PBF LLC also owns indirectly a non-economic general partner interest in PBFX through its wholly-owned subsidiary, PBF GP, the general partner of PBFX. During the subordination period (as set forth in the partnership agreement of PBFX) holders of the subordinated units are not entitled to receive any distribution of available cash until the common units have received the minimum quarterly distribution plus any arrearages in the payment of the minimum quarterly distribution from prior quarters. If PBFX does not pay distributions on the subordinated units, the subordinated units will not accrue arrearages for those unpaid distributions. Each subordinated unit will convert into one common unit at the end of the subordination period.

PBFX engages in the receiving, handling and transferring of crude oil and the receipt, storage and delivery of crude oil, refined products and intermediates from sources located throughout the United States and Canada for PBF Energy in support of its three refineries. All of PBFX’s revenue is derived from long-term, fee-based commercial agreements with PBF Holding, which include minimum volume commitments, for receiving, handling and transferring crude oil and refined products and storing crude oil and refined products. PBF Energy also has agreements with PBFX that establish fees for certain general and administrative services and operational and maintenance services provided by PBF Holding to PBFX. These transactions are eliminated by PBF Energy in consolidation.

PBFX’s initial assets consisted of a light crude oil rail unloading terminal at the Delaware City refinery that also services the Paulsboro refinery (which is referred to as the “Delaware City Rail Terminal”), and a crude oil truck unloading terminal at the Toledo refinery (which is referred to as the “Toledo Truck Terminal”) that are integral components of the crude oil delivery operations at all three of PBF Energy’s refineries. On September 30, 2014, PBF LLC contributed to PBFX all of the equity interests of Delaware City Terminaling Company II LLC, which assets consist solely of the Delaware City heavy crude unloading rack (the "DCR West Rack"), for total consideration of $150,000. On December 11, 2014, PBF LLC contributed to PBFX all of the issued and outstanding limited liability company interests of Toledo Terminaling Company LLC, whose assets consist of a tank farm and related facilities located at our Toledo refinery, including a propane storage and loading facility (the "Toledo Storage Facility"), for total consideration of $150,000. On May 14, 2015 PBF LLC contributed to PBFX all of the issued and outstanding limited liability company interests of Delaware Pipeline Company LLC ("DPC") and Delaware City Logistics Company LLC ("DCLC"), whose assets consist of a products pipeline, truck rack and related facilities located at our Delaware City refinery (collectively the "Delaware City Products Pipeline and Truck Rack"), for total consideration of $143,000.

PBFX, a variable interest entity, is consolidated by PBF Energy through its ownership of PBF LLC. PBF LLC through its ownership of PBF GP, has the sole ability to direct the activities of PBFX that most significantly impact its economic performance. PBF LLC is considered to be the primary beneficiary of PBFX for accounting purposes.

XML

FAIR VALUE MEASUREMENTS (Tables)

6 Months Ended

Jun. 30, 2015

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The tables below present information about the Company's financial assets and liabilities measured and recorded at fair value on a recurring basis and indicate the fair value hierarchy of the inputs utilized to determine the fair values as of June 30, 2015 and December 31, 2014.

We have elected to offset the fair value amounts recognized for multiple derivative contracts executed with the same counterparty; however, fair value amounts by hierarchy level are presented on a gross basis in the tables below. We have posted cash margin with various counterparties to support hedging and trading activities. The cash margin posted is required by counterparties as collateral deposits and cannot be offset against the fair value of open contracts except in the event of default. We have no derivative contracts that are subject to master netting arrangements that are reflected gross on the balance sheet.

	As of June 30, 2015
	Fair Value Hierarchy						Total Gross Fair Value		Effect of Counter-party Netting		Net Carrying Value on Balance Sheet
	Level 1		Level 2		Level 3
Assets:
Money market funds	$	365,371	$	—	$	—	$	365,371	N/A		$	365,371
Marketable securities	234,249		—		—		234,249		N/A		234,249
Non-qualified pension plan assets	5,398		—		—		5,398		N/A		5,398
Commodity contracts	65,997		14,814		2,564		83,375		(66,126	)	17,249
Derivatives included with intermediation agreement obligations	—		10,260		—		10,260		—		10,260
Liabilities:
Commodity contracts	59,827		7,050		659		67,536		(66,126	)	1,410
Catalyst lease obligations	—		32,571		—		32,571		—		32,571
Derivatives included with inventory supply arrangement obligations	—		378		—		378		—		378

	As of December 31, 2014
	Fair Value Hierarchy						Total Gross Fair Value		Effect of Counter-party Netting		Net Carrying Value on Balance Sheet
	Level 1		Level 2		Level 3
Assets:
Money market funds	$	5,575	$	—	$	—	$	5,575	N/A		$	5,575
Marketable securities	234,930		—		—		234,930		N/A		234,930
Non-qualified pension plan assets	5,494		—		—		5,494		N/A		5,494
Commodity contracts	415,023		12,093		1,715		428,831		(397,676	)	31,155
Derivatives included with inventory intermediation agreement obligations	—		94,834		—		94,834		—		94,834
Derivatives included with inventory supply arrangement obligations	—		4,251		—		4,251		—		4,251
Liabilities:
Commodity contracts	390,144		7,338		194		397,676		(397,676	)	—
Catalyst lease obligations	—		36,559		—		36,559		—		36,559

Schedule of Effect of Significant Unobservable Inputs

The table below summarizes the changes in fair value measurements categorized in Level 3 of the fair value hierarchy:

	Three Months Ended   June 30,						Six Months Ended   June 30,
	2015			2014			2015			2014
Balance at beginning of period	$	9,678		$	(3,751	)	$	1,521		$	(23,365	)
Purchases	—			—			—			—
Settlements	(10,111		)	4,972			(11,311		)	3,667
Unrealized gain included in earnings	2,338			1,468			11,695			22,387
Transfers into Level 3	—			—			—			—
Transfers out of Level 3	—			—			—			—
Balance at end of period	$	1,905		$	2,689		$	1,905		$	2,689

Schedule of Fair value of Debt

The table below summarizes the fair value and carrying value of debt as of June 30, 2015 and December 31, 2014.

	June 30, 2015				December 31, 2014
	Carrying value		Fair  value		Carrying  value		Fair value
Senior Secured Notes (a)	$	669,070	$	687,850	$	668,520	$	675,580
PBFX Senior Notes (a)	350,000		350,000		—		—
PBFX Term Loan (b)	234,200		234,200		234,900		234,900
Rail Facility (b)	43,393		43,393		37,270		37,270
PBFX Revolving Credit Facility (b)	24,500		24,500		275,100		275,100
Revolving Loan (b)	—		—		—		—
Catalyst leases (c)	32,571		32,571		36,559		36,559
	1,353,734		1,372,514		1,252,349		1,259,409
Less - Current maturities	—		—		—		—
Long-term debt	$	1,353,734	$	1,372,514	$	1,252,349	$	1,259,409

(a) The estimated fair value, categorized as a Level 2 measurement, was calculated based on the present value of future expected payments utilizing implied current market interest rates based on quoted prices of the Senior Secured Notes and the PBFX Senior Notes.

(b) The estimated fair value approximates carrying value, categorized as a Level 2 measurement, as these borrowings bear interest based upon short-term floating market interest rates.

(c) Catalyst leases are valued using a market approach based upon commodity prices for similar instruments quoted in active markets and are categorized as a Level 2 measurement.

XML

INVENTORIES (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Mar. 31, 2015	Dec. 31, 2014
Inventory [Line Items]
Crude oil and feedstocks	$ 943,988		$ 943,988			$ 979,878
Refined products and blendstocks	886,048		886,048			775,767
Warehouse stock and other	39,322		39,322			36,726
Inventory, Gross	1,869,358		1,869,358			1,792,371
Lower of cost or market reserve	(562,944)		(562,944)		$ 668,902	(690,110)
Inventories	1,306,414		1,306,414			1,102,261
Income (loss) from operations	273,796	$ 87,850	446,206	$ 348,057
Net income	158,460	$ 45,836	261,579	$ 229,108
Titled Inventory [Member]
Inventory [Line Items]
Crude oil and feedstocks	885,461		885,461			918,756
Refined products and blendstocks	536,831		536,831			520,308
Warehouse stock and other	39,322		39,322			36,726
Inventory, Gross	1,461,614		1,461,614			1,475,790
Lower of cost or market reserve	(470,241)		(470,241)			(609,774)
Inventories	991,373		991,373			866,016
Inventory Supply and Offtake Arrangements [Member]
Inventory [Line Items]
Crude oil and feedstocks	58,527		58,527			61,122
Refined products and blendstocks	349,217		349,217			255,459
Warehouse stock and other	0		0			0
Inventory, Gross	407,744		407,744			316,581
Lower of cost or market reserve	(92,703)		(92,703)			(80,336)
Inventories	315,041		315,041			$ 236,245
Scenario, Adjustment [Member]
Inventory [Line Items]
Income (loss) from operations	105,958		127,166
Net income	$ 63,363		$ 76,045

XML

DERIVATIVES (Narrative) (Details) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2015 USD ($)	Jun. 30, 2015 USD ($)	Dec. 31, 2014 bbl	Jun. 30, 2014 bbl
Derivative [Line Items]
Loss on fair value hedge ineffectiveness | $	$ 0	$ 0
Crude Oil and Feedstock Inventory [Member] | Not Designated as Hedging Instrument [Member]
Derivative [Line Items]
Derivative, notional amount, volume			0	0
Crude Oil and Feedstock Inventory [Member] | Fair Value Hedging [Member]
Derivative [Line Items]
Derivative, notional amount, volume			662,579	549,182
Intermediates and Refined Products Inventory [Member] | Not Designated as Hedging Instrument [Member]
Derivative [Line Items]
Derivative, notional amount, volume			0	0
Intermediates and Refined Products Inventory [Member] | Fair Value Hedging [Member]
Derivative [Line Items]
Derivative, notional amount, volume			3,106,325	3,118,578
Crude Oil Commodity Contract [Member] | Not Designated as Hedging Instrument [Member]
Derivative [Line Items]
Derivative, notional amount, volume			47,339,000	39,100,000
Refined Product Commodity Contract [Member] | Not Designated as Hedging Instrument [Member]
Derivative [Line Items]
Derivative, notional amount, volume			1,970,871	2,464,000

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents	$ 623,822	$ 397,873
Accounts receivable	540,227	551,269
Inventories	1,306,414	1,102,261
Deferred tax asset	175,653	222,368
Prepaid expense and other current assets	39,456	72,900
Total current assets	2,685,572	2,346,671
Property, plant and equipment, net	1,964,953	1,936,839
Deferred tax assets	342,646	345,179
Marketable securities	234,249	234,930
Deferred charges and other assets, net	316,202	332,669
Total assets	5,543,622	5,196,288
Current liabilities:
Accounts payable	354,636	335,268
Accrued expenses	1,140,526	1,130,792
Payable to related parties pursuant to tax receivable agreement	69,833	75,535
Deferred revenue	7,218	1,227
Total current liabilities	1,572,213	1,542,822
Delaware Economic Development Authority loan	8,000	8,000
Long-term debt	1,353,734	1,252,349
Payable to related parties pursuant to tax receivable agreement	667,541	637,192
Other long-term liabilities	69,750	62,609
Total liabilities	$ 3,671,238	$ 3,502,972
Commitments and contingencies (Note 10)
Equity:
Preferred stock, $0.001 par value, 100,000,000 shares authorized, no shares outstanding, at June 30, 2015 and December 31, 2014	$ 0	$ 0
Treasury stock, at cost	(146,731)	(142,731)
Additional paid in capital	1,552,118	1,508,425
Retained earnings/(Accumulated deficit)	48,316	(123,271)
Accumulated other comprehensive loss	(24,543)	(24,298)
Total PBF Energy Inc. equity	1,429,252	1,218,213
Noncontrolling interest	443,132	475,103
Total equity	1,872,384	1,693,316
Total liabilities and equity	5,543,622	5,196,288
Class A Common Stock [Member]
Equity:
Common stock	92	88
Treasury stock, at cost	(146,731)	(142,731)
Class B common stock [Member]
Equity:
Common stock	$ 0	$ 0

XML

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Feb. 06, 2015	Dec. 31, 2014
Income Taxes [Line Items]
Percentage of ownership in PBF LLC	100.00%		100.00%		100.00%	100.00%
Current tax expense	$ 39,571	$ 11,344	$ 65,541	$ 28,063
Deferred tax expense	50,838	2,130	74,006	35,090
Effective Income Tax Rate Reconciliation, Other Reconciling Items, Amount [Abstract]
Provision at Federal statutory rate, amount	79,177	11,947	126,938	56,440
State income taxes (ned federal income tax), amount	11,786	1,779	18,895	8,402
Non deductible/nontaxable items, amount	340	124	866	302
Adjustment for manufacturer's benefit, amount	(1,609)	0	(2,815)	0
Rate differential from foreign jurisdictions, amount	1,803	0	(3,826)	0
Other, amount	(1,088)	(376)	(511)	(1,991)
Total tax expense	$ 90,409	$ 13,474	$ 139,547	$ 63,153
Effective Income Tax Rate Reconciliation, Other Reconciling Items, Percent [Abstract]
Provision at Federal statutory rate, as a percent	35.00%	35.00%	35.00%	35.00%
State income taxes (net federal income tax), as a percent	5.20%	5.20%	5.20%	5.20%
Non deductible/nontaxable items, as a percent	0.20%	0.20%	0.20%	0.20%
Adjustment for manufacturer's benefit, as a percent	(0.70%)	0.00%	(0.80%)	0.00%
Rate differential from foreign jurisdictions, as a percent	0.80%	0.00%	(1.00%)	0.00%
Other, as a percent	(0.50%)	(1.20%)	(0.10%)	(1.20%)
Effective tax rate	40.00%	39.20%	38.50%	39.20%
Noncontrolling interests, as a percent	36.30%	22.70%	34.80%	21.60%
Less: net income attributable to noncontrolling interests	$ 22,650	$ 24,877	$ 38,447	$ 130,704
PBF Energy [Member] | Class A Common Stock [Member]
Income Taxes [Line Items]
Percentage of ownership in PBF LLC	94.30%		94.30%		94.10%	89.90%

XML

Condensed Consolidated Statement of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Net income	$ 261,579	$ 229,108
Adjustments to reconcile net income to net cash provided by (used in) operations:
Depreciation and amortization	100,839	71,437
Stock-based compensation	5,394	2,923
Change in fair value of catalyst lease obligations	(3,988)	4,339
Deferred income taxes	74,006	35,090
Non-cash change in inventory repurchase obligations	89,203	(7,973)
Pension and other post retirement benefit costs	12,893	10,538
Gain on disposition of property, plant and equipment	(991)	(180)
Change in non-cash lower of cost or market adjustment	(127,166)	0
Changes in current assets and current liabilities:
Accounts receivable	11,042	(116,579)
Inventories	(84,619)	(249,094)
Prepaid expenses and other current assets	29,552	(27,472)
Accounts payable	19,368	(63,108)
Accrued expenses	(59,908)	281,846
Deferred revenue	5,991	(1,632)
Payable to related parties pursuant to tax receivable agreement	(10,168)	0
Other assets and liabilities	(5,352)	(3,186)
Net cash provided by operations	317,675	166,057
Cash flow from investing activities:
Expenditures for property, plant and equipment	(224,063)	(125,293)
Expenditures for deferred turnaround costs	(22,918)	(39,424)
Expenditures for other assets	(5,424)	(8,171)
Purchase of marketable securities	(1,379,386)	(599,997)
Maturities of marketable securities	1,380,085	299,987
Proceeds from sale of assets	138,131	37,759
Net cash used in investing activities	(113,575)	(435,139)
Cash flows from financing activities:
Proceeds from issuance of PBF Logistics LP common units, net of underwriters' discount and commissions	0	340,957
Offering costs for issuance of PBF Logistics LP common units	0	(5,000)
Distributions to PBF Energy Company LLC members	(8,262)	(76,705)
Distributions to PBFX Logistics LP unit holders	(11,033)	0
Dividend payments	(51,545)	(37,302)
Proceeds from PBFX Senior Notes	350,000	0
Proceeds from revolver borrowings	0	395,000
Repayments of revolver borrowings	0	(410,000)
Proceeds from PBFX Term Loan borrowings	0	300,000
Repayments of PBFX Term Loan borrowings	(700)	0
Purchases of treasury stock	(4,000)	0
Deferred financing costs and other	(8,135)	(5,519)
Net cash provided by financing activities	21,849	509,656
Net increase in cash and cash equivalents	225,949	240,574
Cash and equivalents, beginning of period	397,873	76,970
Cash and equivalents, end of period	623,822	317,544
Non-cash activities:
Accrued construction in progress and unpaid fixed assets	21,367	28,302
PBFX Revolving Credit Facility [Member]
Cash flows from financing activities:
Proceeds from revolver borrowings	24,500	0
Repayments of revolver borrowings	(275,100)	0
Rail Facility [Member]
Cash flows from financing activities:
Proceeds from revolver borrowings	70,750	8,225
Repayments of revolver borrowings	$ (64,626)	$ 0

XML

NET INCOME PER SHARE OF PBF ENERGY (Tables)

6 Months Ended

Jun. 30, 2015

Earnings Per Share [Abstract]

Computation of basic and diluted net income per common share

The following table sets forth the computation of basic and diluted net income per Class A common share attributable to PBF Energy:

	Three Months Ended   June 30,					Six Months Ended   June 30,
Basic Earnings Per Share:	2015			2014		2015			2014
Numerator for basic net income per Class A common share net income attributable to PBF Energy	$	135,810		$	20,959	$	223,132		$	98,404
Denominator for basic net income per Class A common share-weighted average shares	86,036,809			72,439,760		85,175,066			63,354,285
Basic net income attributable to PBF Energy per Class A common share	$	1.58		$	0.29	$	2.62		$	1.55
Diluted Earnings Per Share:
Numerator:
Net income attributable to PBF Energy	$	135,810		$	20,959	$	223,132		$	98,404
Plus: Net income attributable to noncontrolling interest (1)	13,432			—		21,220			—
Less: Income tax on net income attributable to noncontrolling interest (1)	(5,400		)	—		(8,530		)	—
Numerator for diluted net income per Class A common share net income attributable to PBF Energy (1)	$	143,842		$	20,959	$	235,822		$	98,404
Denominator(1):
Denominator for basic net income per Class A common share-weighted average shares	86,036,809			72,439,760		85,175,066			63,354,285
Effect of dilutive securities:
Conversion of PBF LLC Series A Units	5,129,114			—		5,980,462			—
Common stock equivalents (2)	493,983			567,396		499,553			543,427
Denominator for diluted net income per common share-adjusted weighted average shares	91,659,906			73,007,156		91,655,081			63,897,712
Diluted net income attributable to PBF Energy per Class A common share	$	1.57		$	0.29	$	2.57		$	1.54
__________

(1) The diluted earnings per share calculation for the three and six months ended June 30, 2015 assumes the conversion of all outstanding PBF LLC Series A Units to Class A common stock of PBF Energy. The net income attributable to PBF Energy, used in the numerator of the diluted earnings per share calculation is adjusted to reflect the net income, as well as the corresponding income tax (based on a 40.2% statutory tax rate) attributable to the converted units. During the three and six months ended June 30, 2014, the potential conversion of 24,444,643 and 33,525,376 PBF LLC Series A Units, respectively, into PBF Energy Class A common stock were excluded from the denominator in computing diluted net income per share because including them would have had an anti-dilutive effect. As the potential conversion of the PBF LLC Series A Units were not included, the numerator used in the calculation of diluted net income per share was equal to the numerator used in the calculation of basic net income per share and does not include the net income and income tax attributable to the net income associated with the potential conversion of the PBF LLC Series A Units.

(2) Represents an adjustment to weighted-average diluted shares outstanding to assume the full exchange of common stock equivalents, including options and warrants for PBF LLC Series A Units and options for shares of PBF Energy Class A common stock as calculated under the treasury stock method. Common stock equivalents excludes the effects of options to purchase 2,874,500 and 2,874,500 shares of PBF Energy Class A common stock because they are anti-dilutive for the three and six months ended June 30, 2015, respectively. Common stock equivalents excluded the effects of options to purchase 1,867,500 and 1,952,500 shares of PBF Energy Class A common stock because they are anti-dilutive for the three and six months ended June 30, 2014, respectively.

XML

SEGMENT INFORMATION SEGMENT FOOTNOTE

6 Months Ended

Jun. 30, 2015

Segment Reporting [Abstract]

SEGMENT INFORMATION

SEGMENT INFORMATION

The Company's operations are organized into two reportable segments, Refining and Logistics. Operations that are not included in the Refining and Logistics segments are included in Corporate. Intersegment transactions are eliminated in the consolidated financial statements and are included in Eliminations.

Refining

The Company 's Refining Segment includes the operations of its three refineries which are located in Toledo, Ohio, Delaware City, Delaware and Paulsboro, New Jersey. The refineries produce unbranded transportation fuels, heating oil, petrochemical feedstocks, lubricants and other petroleum products in the United States. The Company purchases crude oil, other feedstocks and blending components from various third-party suppliers. The Company sells products throughout the Northeast and Midwest of the United States, as well as in other regions of the United States and Canada, and is able to ship products to other international destinations. The refineries have a combined processing capacity, known as throughput, of approximately 540,000 barrels per day ("bpd"), and a weighted-average Nelson Complexity Index of 11.3.

Logistics

The Company formed PBFX, a publicly traded master limited partnership, to own or lease, operate, develop and acquire crude oil and refined petroleum products terminals, pipelines, storage facilities and similar logistics assets. PBFX's assets consist of (i) a rail terminal which has a double loop track and ancillary pumping and unloading equipment located at the Delaware City refinery with an unloading capacity of approximately 130,000 bpd; (ii) a truck terminal comprised of six lease automatic custody transfer units accepting crude oil deliveries by truck located at the Toledo refinery designed for total throughput capacity of up to approximately 22,500 bpd; (iii) a heavy crude rail unloading rack located at the Delaware City refinery with an unloading capacity of at least 40,000 bpd; (iv) a tank farm with aggregate storage capacity of approximately 3.9 million barrels, including a propane storage and loading facility with throughput capacity of 11,000 bpd at the Toledo Refinery; (v) a 23.4 mile 16-inch interstate petroleum products pipeline with capacity in excess of 125,000 bpd at the Delaware City refinery and; (vi) a 15-lane, 76,000 bpd capacity truck loading rack utilized to distribute gasoline, distillates and liquefied petroleum gas at the Delaware City refinery. PBFX provides various rail and truck terminaling services, pipeline transportation services and storage services to PBF Holding and/or its subsidiaries through long-term commercial agreements. PBFX currently does not generate third party revenue and as such intersegment related revenues are eliminated in consolidation. Prior to the PBFX Offering, PBFX's assets were operated within the refining operations of the Company's Delaware City and Toledo refineries. The assets did not generate third party revenue and were not considered to be a separate reportable segment.

The Company evaluates the performance of its segments based primarily on income from operations. Income from operations includes those revenues and expenses that are directly attributable to management of the respective segment. The Logistics segment's revenues include inter-segment transactions with the Company's Refining segment at prices the Company believes are substantially equivalent to the prices that could have been negotiated with unaffiliated parties with respect to similar services. Activities of the Company's business that are not included in the two operating segments are included in Corporate. Such activities consist primarily of corporate staff operations and other items that are not specific to the normal operations of the two operating segments. The Company does not allocate certain items of other income and expense, including income taxes, to the individual segments. The Refinery segment's operating subsidiaries and PBFX are primarily pass-through entities with respect to income taxes.

Disclosures regarding our reportable segments with reconciliations to consolidated totals for the three and six months ended June 30, 2015 and June 30, 2014 are presented below. The Logistics segment's results include financial information of the predecessor of PBFX for periods prior to May 13, 2014, and the financial information of PBFX for the period beginning May 14, 2014, the completion date of the PBFX Offering. In connection with the contribution by PBF LLC of the DCR West Rack, the Toledo Storage Facility and the Delaware City Products Pipeline and Truck Rack, the accompanying segment information has been retrospectively adjusted to include the historical results of the DCR West Rack, Toledo Storage Facility and the Delaware City Products Pipeline and Truck Rack for all periods presented prior to such contributions.

Prior to the PBFX Offering, the Company did not operate the PBFX assets independent of the Refining segment. Total assets of each segment consist of net property, plant and equipment, inventories, cash and cash equivalents, accounts receivables and other assets directly associated with the segment’s operations. Corporate assets consist primarily of deferred tax assets, property, plant and equipment and other assets not directly related to our refinery and logistic operations.

	Three Months Ended June 30, 2015
	Refining		Logistics		Corporate			Eliminations			Consolidated Total
Revenues	$	3,550,664	$	34,868	$	—		$	(34,868	)	$	3,550,664
Depreciation and amortization expense	44,421		1,637		2,504			—			48,562
Income (loss) from operations	287,442		24,734		(38,380		)	—			273,796
Interest expense, net	4,575		4,930		17,371			—			26,876
Capital expenditures	126,107		144		425			—			126,676

	Three Months Ended June 30, 2014
	Refining		Logistics		Corporate			Eliminations			Consolidated Total
Revenues	$	5,301,709	$	10,168	$	—		$	(10,168	)	$	5,301,709
Depreciation and amortization expense	30,452		868		3,342			—			34,662
Income (loss) from operations	120,413		2,874		(35,437		)	—			87,850
Interest expense, net	7,617		358		18,227			—			26,202
Capital expenditures	64,916		16,673		887			—			82,476

	Six Months Ended June 30, 2015
	Refining		Logistics		Corporate			Eliminations			Consolidated Total
Revenues	$	6,545,800	$	67,713	$	—		$	(67,713	)	$	6,545,800
Depreciation and amortization expense	87,451		3,270		5,547			—			96,268
Income (loss) from operations	476,081		44,450		(74,325		)	—			446,206
Interest expense, net	9,290		6,885		32,893			—			49,068
Capital expenditures	250,575		220		1,610			—			252,405

	Six Months Ended June 30, 2014
	Refining		Logistics			Corporate			Eliminations			Consolidated Total
Revenues	$	10,048,152	$	12,350		$	—		$	(12,350	)	$	10,048,152
Depreciation and amortization expense	59,326		1,729			6,822			—			67,877
Income (loss) from operations	424,865		(1,450		)	(75,358		)	—			348,057
Interest expense, net	15,087		356			36,014			—			51,457
Capital expenditures	140,361		26,119			6,408			—			172,888

	Balance at June 30, 2015
	Refining		Logistics		Corporate		Eliminations			Consolidated Total
Total assets	$	4,577,878	$	417,776	$	568,301	$	(20,333	)	$	5,543,622

	Balance at December 31, 2014
	Refining		Logistics		Corporate		Eliminations			Consolidated Total
Total assets	$	4,313,806	$	410,141	$	483,971	$	(11,630	)	$	5,196,288

XML

DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION (Details)		6 Months Ended
	Feb. 06, 2015 shares	Jun. 30, 2015 reportable_segment shares	Dec. 31, 2014 shares
Description of Business [Line Items]
Ownership percentage		100.00%	100.00%
Shares, outstanding	91,134,120	91,069,930	91,151,815
Percentage of ownership in PBF LLC	100.00%	100.00%	100.00%
Number of reportable segments | reportable_segment		2
Class A Common Stock [Member] | PBF Energy [Member]
Description of Business [Line Items]
Shares, outstanding	85,768,077	85,922,092	81,981,119
Percentage of ownership in PBF LLC	94.10%	94.30%	89.90%
Series A Units [Member] | PBF LLC [Member]
Description of Business [Line Items]
Shares, outstanding	5,366,043	5,147,838	9,170,696
Percentage of ownership in PBF LLC	5.90%	5.70%	10.10%
Limited Partner [Member] | PBF LLC [Member]
Description of Business [Line Items]
Ownership percentage		53.80%	52.10%
Secondary Public Offering [Member] | Class A Common Stock [Member] | PBF Energy Inc. [Member]
Description of Business [Line Items]
Public offering (in shares)	3,804,653

XML

SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2015

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

Dividend Declared

On July 30, 2015, the Company's Board of Directors declared a dividend of $0.30 per share on outstanding Class A common stock. The dividend is payable on August 25, 2015 to Class A common stockholders of record at the close of business on August 10, 2015.

PBFX Distributions

On July 30, 2015, the Board of Directors of PBF GP declared a distribution of $0.37 per unit on outstanding common and subordinated units of PBFX. The distribution is payable on August 31, 2015 to PBFX unit holders of record at the close of business on August 14, 2015.

XML

DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

6 Months Ended

Jun. 30, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

Description of the Business

PBF Energy Inc. ("PBF Energy") was formed as a Delaware corporation in 2011 and completed an initial public offering in December 2012. PBF Energy is the sole managing member of PBF Energy Company LLC ("PBF LLC"), a Delaware limited liability company, with a controlling interest in PBF LLC and its subsidiaries. PBF Energy consolidates the financial results of PBF LLC and its subsidiaries and records a noncontrolling interest in its consolidated financial statements representing the economic interests of PBF LLC's members other than PBF Energy. PBF LLC, together with its consolidated subsidiaries, owns and operates oil refineries and related facilities in North America. PBF Holding Company LLC ("PBF Holding") is a wholly-owned subsidiary of PBF LLC. PBF Finance Corporation ("PBF Finance") is a wholly-owned subsidiary of PBF Holding. Delaware City Refining Company LLC ("Delaware City Refining" or "DCR"), PBF Power Marketing LLC, PBF Energy Limited, Paulsboro Refining Company LLC, Paulsboro Natural Gas Pipeline Company LLC and Toledo Refining Company LLC are PBF LLC’s principal operating subsidiaries and are all wholly-owned subsidiaries of PBF Holding. PBF LLC also holds a 53.8% limited partner interest and all of the incentive distribution rights in PBF Logistics LP ("PBFX"), a publicly traded master limited partnership (refer to Note 2 "PBF Logistics LP" of our Notes to Condensed Consolidated Financial Statements). PBF Logistics GP LLC (“PBF GP”) owns the noneconomic general partner interest and serves as the general partner of PBFX and is wholly-owned by PBF LLC. PBF Energy, through its ownership of PBF LLC, consolidates the financial results of PBFX and its subsidiaries and records a noncontrolling interest in its consolidated financial statements representing the economic interests of PBFX's unit holders other than PBF LLC. Collectively, PBF Energy and its consolidated subsidiaries, including PBF LLC, PBF Holding, and PBFX are referred to hereinafter as the "Company" unless the context otherwise requires.

On February 6, 2015, the Company completed a public offering of 3,804,653 shares of Class A common stock in a secondary offering (the "February 2015 secondary offering"). All of the shares in the February 2015 secondary offering were sold by funds affiliated with Blackstone Group L.P., or Blackstone, and First Reserve Management, L.P., or First Reserve. In connection with the February 2015 secondary offering, Blackstone and First Reserve exchanged all of their remaining PBF LLC Series A Units for an equivalent number of shares of Class A common stock of PBF Energy, and as a result, Blackstone and First Reserve no longer hold any PBF LLC Series A Units or shares of PBF Energy Class A Common stock. The holders of PBF LLC Series B Units, which include certain executive officers of PBF Energy and others, received a portion of the proceeds of the sale of the PBF Energy Class A common stock by Blackstone and First Reserve in accordance with the amended and restated limited liability company agreement of PBF LLC. PBF Energy did not receive any proceeds from the February 2015 secondary offering. As of June 30, 2015, the Company owns 85,922,092 PBF LLC Series C Units and the Company's executive officers and directors and certain employees and others beneficially own 5,147,838 PBF LLC Series A Units. The holders of the Company's issued and outstanding shares of Class A common stock have 94.3% of the voting power in the Company and the members of PBF LLC other than PBF Energy through their holdings of Class B common stock have the remaining 5.7% of the voting power in the Company.

Substantially all of the Company’s operations are in the United States. The Company operates in two reportable business segments: Refining and Logistics. The Company’s three oil refineries are all engaged in the refining of crude oil and other feedstocks into petroleum products, and are aggregated into the Refining segment. PBFX is a publicly traded master limited partnership that was formed to operate logistical assets such as crude oil and refined petroleum products terminals, pipelines, and storage facilities. PBFX's operations are aggregated into the Logistics segment. To generate earnings and cash flows from operations, the Company is primarily dependent upon processing crude oil and selling refined petroleum products at margins sufficient to cover fixed and variable costs and other expenses. Crude oil and refined petroleum products are commodities; and factors largely out of the Company’s control can cause prices to vary over time. The potential margin volatility can have a material effect on the Company’s financial position, earnings and cash flow.    

Basis of Presentation

The unaudited condensed consolidated financial information furnished herein reflects all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, considered necessary for a fair presentation of the financial position and the results of operations and cash flows of the Company for the periods presented. All intercompany accounts and transactions have been eliminated in consolidation. These unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. These interim condensed consolidated financial statements should be read in conjunction with the financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2014 of PBF Energy. The results of operations for the three and six months ended June 30, 2015 are not necessarily indicative of the results to be expected for the full year.

Recent Accounting Pronouncements

In April 2015, the FASB issued ASU No. 2015-03, "Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs" ("ASU 2015-03"), which requires debt issuance costs related to a recognized debt liability to be presented on the balance sheet as a direct deduction from the debt liability rather than as an asset. The standard is effective for interim and annual periods beginning after December 15, 2015 and early adoption is permitted. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures.

XML

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2015	Dec. 31, 2014
Preferred stock, par value (USD per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares outstanding	0	0
Class A Common Stock [Member]
Common stock, par value (USD per share)	$ 0.001	$ 0.001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares outstanding	85,922,092	81,981,119
Class B common stock [Member]
Common stock, par value (USD per share)	$ 0.001	$ 0.001
Common stock, shares authorized	1,000,000	1,000,000
Common stock, shares outstanding	28	39

XML

DIVIDENDS AND DISTRIBUTIONS

6 Months Ended

Jun. 30, 2015

Equity [Abstract]

DIVIDENDS AND DISTRIBUTIONS

DIVIDENDS AND DISTRIBUTIONS

With respect to dividends and distributions paid during the six months ended June 30, 2015, PBF LLC made aggregate non-tax quarterly distributions of $0.60 per unit to its members, of which $51,545 was distributed prorata to PBF Energy and the balance was distributed to its other members. PBF Energy used this $51,545 to pay quarterly cash dividends of $0.30 per share of Class A common stock on March 10, 2015 and May 27, 2015. In addition, during the six months ended June 30, 2015, PBF LLC made aggregate tax distributions to its members of $91,893, of which $86,778 were made to PBF Energy.

With respect to distributions paid during the six months ended June 30, 2015, PBFX paid a distribution on outstanding common and subordinated units of $0.33 per unit on March 4, 2015 and $0.35 per unit on May 29, 2015, for a total distribution of $22,911, of which $11,878 was distributed to PBF LLC and the balance was distributed to its public unit holders.

XML

Document and Entity Information Document - shares	6 Months Ended
	Jun. 30, 2015	Aug. 04, 2015
Entity Information [Line Items]
Entity Registrant Name	PBF ENERGY INC.
Entity Central Index Key	0001534504
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2015
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2015
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Current Reporting Status	Yes
Class A Common Stock [Member]
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		85,784,355
Class B common stock [Member]
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		28

XML

TREASURY STOCK TREASURY STOCK

6 Months Ended

Jun. 30, 2015

TREASURY STOCK [Abstract]

Treasury Stock

12. TREASURY STOCK

On August 19, 2014, the Company's Board of Directors authorized the repurchase of up to $200,000 of the Company's Class A common stock (the "Repurchase Program"). On October 29, 2014, the Company's Board of Directors approved an additional $100,000 increase to the existing Repurchase Program. As of June 30, 2015, the Company has purchased approximately 5.91 million shares of the Company's Class A common stock through open market transactions under the Repurchase Program, for a total of $146,731. During the three and six months ended June 30, 2015, the Company repurchased 124,589 and 142,284 shares, respectively, for $3,593 and $4,000, respectively.

The following table summarizes the Company's Class A common stock repurchase activity under the Repurchase Program:

	Number of shares purchased (1)	Cost of purchased shares
Shares purchased as of December 31, 2014	5,765,946	$	142,731
Shares purchased during the six months ended June 30, 2015	142,284	4,000
Shares purchased as of June 30, 2015	5,908,230	$	146,731
__________
(1) - The shares purchased include only those shares that have settled as of the period end date.

These repurchases may be made from time to time through various methods, including open market transactions, block trades, accelerated share repurchases, privately negotiated transactions or otherwise, certain of which may be effected through Rule 10b5-1 and Rule 10b-18 plans. The timing and number of shares repurchased will depend on a variety of factors, including price, capital availability, legal requirements and economic and market conditions. The Company is not obligated to purchase any shares under the Repurchase Program, and repurchases may be suspended or discontinued at any time without prior notice.

As of June 30, 2015, the Company has the ability to purchase an additional $153,269 in common stock under the approved Repurchase Program.

XML

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Income Statement [Abstract]
Revenues	$ 3,550,664	$ 5,301,709	$ 6,545,800	$ 10,048,152
Cost and expenses:
Cost of sales, excluding depreciation	2,994,745	4,935,456	5,496,960	9,083,140
Operating expenses, excluding depreciation	194,970	210,722	432,088	479,621
General and administrative expenses	39,223	33,013	75,269	69,637
(Gain) loss on sale of assets	(632)	6	(991)	(180)
Depreciation and amortization expense	48,562	34,662	96,268	67,877
Total cost and expenses	3,276,868	5,213,859	6,099,594	9,700,095
Income from operations	273,796	87,850	446,206	348,057
Other income (expenses):
Change in fair value of catalyst leases	1,949	(2,338)	3,988	(4,339)
Interest expense, net	(26,876)	(26,202)	(49,068)	(51,457)
Income before income taxes	248,869	59,310	401,126	292,261
Income tax expense	90,409	13,474	139,547	63,153
Net income	158,460	45,836	261,579	229,108
Less: net income attributable to noncontrolling interests	22,650	24,877	38,447	130,704
Net income attributable to PBF Energy Inc.	$ 135,810	$ 20,959	$ 223,132	$ 98,404
Basic (in shares)	86,036,809	72,439,760	85,175,066	63,354,285
Denominator for diluted net income per common share-adjusted weighted average shares	91,659,906	73,007,156	91,655,081	63,897,712
Basic (in dollars per share)	$ 1.58	$ 0.29	$ 2.62	$ 1.55
Diluted (in dollars per share)	1.57	0.29	2.57	1.54
Dividends per common share (in dollars per share)	$ 0.30	$ 0.30	$ 0.60	$ 0.60

XML

ACCRUED EXPENSES

6 Months Ended

Jun. 30, 2015

Payables and Accruals [Abstract]

ACCRUED EXPENSES

ACCRUED EXPENSES

Accrued expenses consisted of the following:

	June 30, 2015		December 31, 2014
Inventory-related accruals	$	625,558	$	588,297
Inventory supply and intermediation arrangements	256,164		253,549
Accrued transportation costs	54,895		59,959
Excise and sales tax payable	40,022		40,444
Accrued income taxes payable	36,608		—
Accrued salaries and benefits	28,003		56,117
Accrued interest	25,362		23,014
Customer deposits	21,277		24,659
Accrued construction in progress	17,368		31,452
Accrued utilities	11,197		22,337
Other	24,072		30,964
Total accrued expenses	$	1,140,526	$	1,130,792

The Company has the obligation to repurchase certain intermediates and finished products that are held in the Company’s refinery storage tanks at the Delaware City and Paulsboro refineries in accordance with the Inventory Intermediation Agreements with J. Aron & Company, a subsidiary of The Goldman Sachs Group, Inc. ("J. Aron"). A liability is recognized for the Inventory supply and intermediation arrangements and is recorded at market price for the J. Aron owned inventory held in the Company's storage tanks under the Inventory Intermediation Agreements, with any change in the market price being recorded in cost of sales.

The Company is subject to obligations to purchase Renewable Identification Numbers ("RINs") required to comply with the Renewable Fuels Standard. The Company's overall RINs obligation is based on a percentage of domestic shipments of on-road fuels as established by the Environmental Protection Agency ("EPA"). To the degree the Company is unable to blend the required amount of biofuels to satisfy its RINs obligation, RINs must be purchased on the open market to avoid penalties and fines. The Company records its RINs obligation on a net basis in accrued expenses when its RINs liability is greater than the amount of RINs earned and purchased in a given period and in Prepaid expenses and other current assets when the amount of RINs earned and purchased is greater than the RINs liability.

XML

DEFERRED CHARGES AND OTHER ASSETS, NET

6 Months Ended

Jun. 30, 2015

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

DEFERRED CHARGES AND OTHER ASSETS, NET

DEFERRED CHARGES AND OTHER ASSETS, NET

Deferred charges and other assets, net consisted of the following:

	June 30, 2015		December 31, 2014
Deferred turnaround costs, net	$	188,111	$	204,987
Catalyst	73,494		77,322
Deferred financing costs, net	36,749		32,280
Linefill	10,230		10,230
Restricted cash	1,500		1,521
Intangible assets, net	241		357
Other	5,877		5,972
Total deferred charges and other assets, net	$	316,202	$	332,669

XML

NET INCOME PER SHARE OF PBF ENERGY

6 Months Ended

Jun. 30, 2015

Earnings Per Share [Abstract]

NET INCOME PER SHARE OF PBF ENERGY

NET INCOME PER SHARE OF PBF ENERGY

The following table sets forth the computation of basic and diluted net income per Class A common share attributable to PBF Energy:

	Three Months Ended   June 30,					Six Months Ended   June 30,
Basic Earnings Per Share:	2015			2014		2015			2014
Numerator for basic net income per Class A common share net income attributable to PBF Energy	$	135,810		$	20,959	$	223,132		$	98,404
Denominator for basic net income per Class A common share-weighted average shares	86,036,809			72,439,760		85,175,066			63,354,285
Basic net income attributable to PBF Energy per Class A common share	$	1.58		$	0.29	$	2.62		$	1.55
Diluted Earnings Per Share:
Numerator:
Net income attributable to PBF Energy	$	135,810		$	20,959	$	223,132		$	98,404
Plus: Net income attributable to noncontrolling interest (1)	13,432			—		21,220			—
Less: Income tax on net income attributable to noncontrolling interest (1)	(5,400		)	—		(8,530		)	—
Numerator for diluted net income per Class A common share net income attributable to PBF Energy (1)	$	143,842		$	20,959	$	235,822		$	98,404
Denominator(1):
Denominator for basic net income per Class A common share-weighted average shares	86,036,809			72,439,760		85,175,066			63,354,285
Effect of dilutive securities:
Conversion of PBF LLC Series A Units	5,129,114			—		5,980,462			—
Common stock equivalents (2)	493,983			567,396		499,553			543,427
Denominator for diluted net income per common share-adjusted weighted average shares	91,659,906			73,007,156		91,655,081			63,897,712
Diluted net income attributable to PBF Energy per Class A common share	$	1.57		$	0.29	$	2.57		$	1.54
__________

(1) The diluted earnings per share calculation for the three and six months ended June 30, 2015 assumes the conversion of all outstanding PBF LLC Series A Units to Class A common stock of PBF Energy. The net income attributable to PBF Energy, used in the numerator of the diluted earnings per share calculation is adjusted to reflect the net income, as well as the corresponding income tax (based on a 40.2% statutory tax rate) attributable to the converted units. During the three and six months ended June 30, 2014, the potential conversion of 24,444,643 and 33,525,376 PBF LLC Series A Units, respectively, into PBF Energy Class A common stock were excluded from the denominator in computing diluted net income per share because including them would have had an anti-dilutive effect. As the potential conversion of the PBF LLC Series A Units were not included, the numerator used in the calculation of diluted net income per share was equal to the numerator used in the calculation of basic net income per share and does not include the net income and income tax attributable to the net income associated with the potential conversion of the PBF LLC Series A Units.

(2) Represents an adjustment to weighted-average diluted shares outstanding to assume the full exchange of common stock equivalents, including options and warrants for PBF LLC Series A Units and options for shares of PBF Energy Class A common stock as calculated under the treasury stock method. Common stock equivalents excludes the effects of options to purchase 2,874,500 and 2,874,500 shares of PBF Energy Class A common stock because they are anti-dilutive for the three and six months ended June 30, 2015, respectively. Common stock equivalents excluded the effects of options to purchase 1,867,500 and 1,952,500 shares of PBF Energy Class A common stock because they are anti-dilutive for the three and six months ended June 30, 2014, respectively.

XML

EMPLOYEE BENEFIT PLANS

6 Months Ended

Jun. 30, 2015

Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract]

EMPLOYEE BENEFIT PLANS

EMPLOYEE BENEFIT PLANS

The components of net periodic benefit cost related to the Company’s defined benefit plans consisted of the following:

	Three Months Ended   June 30,						Six Months Ended   June 30,
Pension Benefits	2015			2014			2015			2014
Components of net periodic benefit cost:
Service cost	$	5,789		$	4,851		$	11,579		$	9,142
Interest cost	707			601			1,416			1,171
Expected return on plan assets	(829		)	(539		)	(1,659		)	(1,063		)
Amortization of prior service costs	13			10			26			12
Amortization of loss	311			258			622			480
Net periodic benefit cost	$	5,991		$	5,181		$	11,984		$	9,742

	Three Months Ended   June 30,				Six Months Ended   June 30,
Post Retirement Medical Plan	2015		2014		2015		2014
Components of net periodic benefit cost:
Service cost	$	244	$	300	$	488	$	478
Interest cost	134		135		269		228
Amortization of prior service costs	76		75		152		55
Amortization of loss (gain)	—		1		—		(4		)
Net periodic benefit cost	$	454	$	511	$	909	$	757

XML

INCOME TAXES

6 Months Ended

Jun. 30, 2015

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

PBF Energy files federal and applicable state corporate income tax returns and recognizes income taxes on its pre-tax income, which to date has consisted solely of its share of PBF LLC’s pre-tax income (approximately 89.9% prior to the February 2015 secondary offering and approximately 94.3% subsequent to the February 2015 secondary offering as of June 30, 2015). PBF LLC is organized as a limited liability company and PBFX is a master limited partnership, both of which are treated as "flow-through" entities for federal income tax purposes and therefore are not subject to income taxes. As a result, PBF Energy's condensed consolidated financial statements do not reflect any benefit or provision for income taxes on the pre-tax income or loss attributable to the noncontrolling interests in PBF LLC or PBFX.

The income tax provision in the PBF Energy condensed consolidated financial statements of operations consisted of the following:

	Three Months Ended   June 30,				Six Months Ended   June 30,
	2015		2014		2015		2014
Current tax expense	$	39,571	$	11,344	$	65,541	$	28,063
Deferred tax expense	50,838		2,130		74,006		35,090
Total tax expense	$	90,409	$	13,474	$	139,547	$	63,153

Income tax expense is based on income before taxes attributable to PBF Energy and excludes income before taxes attributable to noncontrolling interests as such interests are not subject to income taxes. The difference between the Company’s income tax expense and the income tax provision computed by applying the United States statutory rate and the difference between the Company’s effective income tax rate and the United States statutory rate are reconciled below:

	Three Months Ended   June 30, 2015					Three Months Ended   June 30, 2014
Provision at Federal statutory rate	$	79,177		35.0	%	$	11,947		35.0	%
Increase (decrease) attributable to flow-through of certain tax adjustments:
State income taxes (net federal income tax)	11,786			5.2	%	1,779			5.2	%
Non deductible/nontaxable items	340			0.2	%	124			0.2	%
Adjustment for manufacturer's benefit	(1,609		)	(0.7	)%	—			—	%
Rate differential from foreign jurisdictions	1,803			0.8	%	—			—	%
Other	(1,088		)	(0.5	)%	(376		)	(1.2	)%
Total	$	90,409		40.0	%	$	13,474		39.2	%

	Six Months Ended   June 30, 2015					Six Months Ended   June 30, 2014
Provision at Federal statutory rate	$	126,938		35.0	%	$	56,440		35.0	%
Increase (decrease) attributable to flow-through of certain tax adjustments:
State income taxes (net federal income tax)	18,895			5.2	%	8,402			5.2	%
Non deductible/nontaxable items	866			0.2	%	302			0.2	%
Adjustment for manufacturer's benefit	(2,815		)	(0.8	)%	—			—	%
Rate differential from foreign jurisdictions	(3,826		)	(1.0	)%	—			—	%
Other	(511		)	(0.1	)%	(1,991		)	(1.2	)%
Total	$	139,547		38.5	%	$	63,153		39.2	%

The Company's effective income tax rate for the three and six months ended June 30, 2015, including the impact of income attributable to noncontrolling interests of $22,650 and $38,447, respectively, was 36.3% and 34.8%, respectively.The Company's effective income tax rate for the three and six months ended June 30, 2014, including the impact of income attributable to noncontrolling interests of $24,877 and $130,704, respectively, was 22.7% and 21.6%, respectively.

PBF Energy has determined there are no material uncertain tax positions as of June 30, 2015. PBF Energy does not have any unrecognized tax benefits.

XML

CREDIT FACILITIES CREDIT FACILITIES

6 Months Ended

Jun. 30, 2015

Debt Disclosure [Abstract]

CREDIT FACILITIES

7. CREDIT FACILITIES

On April 29, 2015, PBF Rail Logistics LLC ("PBF Rail"), an indirect wholly-owned subsidiary of PBF Holding, entered into the First Amendment to Loan Agreement (as amended, the “Rail Facility”) among Credit Agricole Corporate + Investment Bank as Administrative Agent, Deutsche Bank Trust Company Americas as Collateral Agent, DVB Bank SE as Syndication Agent, ING Bank, a branch of ING-DiBa AG as Documentation Agent and certain other Continuing Lenders, as defined in the agreement. The primary purpose of the Rail Facility is to fund the acquisition by PBF Rail of coiled and insulated crude tank cars and non-coiled and non-insulated general purpose crude tank cars. The amendments to the Rail Facility include the extension of the maturity to April 29, 2017, the reduction of the total commitment from $250,000 to $150,000, and the reduction of the commitment fee on the unused portion of the Rail Facility.

On May 12, 2015, PBFX entered into an indenture among the Partnership, PBF Logistics Finance Corporation, a Delaware corporation and wholly-owned subsidiary of the Partnership ("PBF Logistics Finance," and together with the Partnership, the "Issuers"), the Guarantors named therein (certain subsidiaries of PBFX) and Deutsche Bank Trust Company Americas, as Trustee, under which the Issuers issued $350,000 in aggregate principal amount of 6.875% Senior Notes due 2023 (the "PBFX Senior Notes"). PBF LLC has provided a limited guarantee of collection of the principal amount of the PBFX Senior Notes, but is not otherwise subject to the covenants of the indenture. Of the $350,000 aggregate PBFX Senior Notes, $19,910 were purchased by certain of PBF Energy’s officers and directors and their affiliates and family members pursuant to a separate private placement transaction. After deducting offering expenses, PBFX received net proceeds of approximately $343,000 from the PBFX Senior Notes offering.

XML

MARKETABLE SECURITIES MARKETABLE SECURITIES

6 Months Ended

Jun. 30, 2015

Marketable Securities [Abstract]

MARKETABLE SECURITIES

MARKETABLE SECURITIES

The U.S Treasury securities purchased by the Company with the proceeds from the PBFX Offering are used as collateral to secure a three-year, $300,000 term loan facility entered into by PBFX (the "PBFX Term Loan"). PBFX anticipates holding the securities for an indefinite amount of time (the securities will be rolled over as they mature). As necessary and at the discretion of PBFX, these securities are expected to be liquidated and the proceeds used to fund future capital expenditures. While PBFX does not routinely sell marketable securities prior to their scheduled maturity dates, some of PBFX's investments may be held and restricted for the purpose of funding future capital expenditures and acquisitions, so these investments are classified as available-for-sale marketable securities as they may occasionally be sold prior to their scheduled maturity dates due to the unexpected timing of cash needs. The carrying value of these marketable securities approximates fair value and are measured using Level 1 inputs. The maturities of the marketable securities range from one to three months and are classified on the balance sheet in non-current assets.

As of June 30, 2015 and December 31, 2014, the Company held $234,249 and $234,930, respectively, in marketable securities. The gross unrecognized holding gains and losses as of June 30, 2015 and December 31, 2014 were not material. The net realized gains or losses from the sale of marketable securities were immaterial for the three and six months ended June 30, 2015 and 2014.

XML

COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2015

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

Environmental Matters

The Company’s refineries are subject to extensive and frequently changing federal, state and local laws and regulations, including, but not limited to, those relating to the discharge of materials into the environment or that otherwise relate to the protection of the environment, waste management and the characteristics and the compositions of fuels. Compliance with existing and anticipated laws and regulations can increase the overall cost of operating the refineries, including remediation, operating costs and capital costs to construct, maintain and upgrade equipment and facilities.

In connection with the Paulsboro refinery acquisition, the Company assumed certain environmental remediation obligations. The environmental liability of $11,132 recorded as of June 30, 2015 ($10,476 as of December 31, 2014) represents the present value of expected future costs discounted at a rate of 8%. The current portion of the environmental liability is recorded in accrued expenses and the non-current portion is recorded in other long-term liabilities. As of June 30, 2015 and December 31, 2014, this liability is self-guaranteed by the Company.

In connection with the acquisition of the Delaware City assets, Valero Energy Corporation ("Valero") remains responsible for certain pre-acquisition environmental obligations up to $20,000 and the predecessor to Valero in ownership of the refinery retains other historical obligations.

In connection with the acquisition of the Delaware City assets and the Paulsboro refinery, the Company and Valero purchased ten year, $75,000 environmental insurance policies to insure against unknown environmental liabilities at each site. In connection with the Toledo refinery acquisition, Sunoco, Inc. (R&M) ("Sunoco") remains responsible for environmental remediation for conditions that existed on the closing date for twenty years from March 1, 2011, subject to certain limitations.

In 2010, New York State adopted a Low-Sulfur Heating Oil mandate that, beginning July 1, 2012, requires all heating oil sold in New York State to contain no more than 15 parts per million ("PPM") sulfur. Since July 1, 2012, other states in the Northeast market began requiring heating oil sold in their state to contain no more than 15 PPM sulfur. Currently, six Northeastern states require heating oil with 15 PPM or less sulfur. By July 1, 2016, two more states are expected to adopt this requirement and by July 1, 2018 most of the remaining Northeastern states (except for Pennsylvania and New Hampshire) will require heating oil with 15 PPM or less sulfur. All of the heating oil the Company currently produces meets these specifications. The mandate and other requirements do not currently have a material impact on the Company's financial position, results of operations or cash flows.

The EPA issued the final Tier 3 Gasoline standards on March 3, 2014 under the Clean Air Act. This final rule establishes more stringent vehicle emission standards and further reduces the sulfur content of gasoline starting in January of 2017.  The new standard is set at 10 PPM sulfur in gasoline on an annual average basis starting January 1, 2017, with a credit trading program to provide compliance flexibility. The EPA responded to industry comments on the proposed rule and maintained the per gallon sulfur cap on gasoline at the existing 80 PPM cap. The standards set by the new rule are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

The EPA was required to release the final annual standards for the Reformulated Fuels Standard ("RFS") for 2014 no later than Nov 29, 2013 and for 2015 no later than Nov 29, 2014. The EPA did not meet these requirements but did release proposed standards for 2014. The EPA did not finalize this proposal in 2014. However, in May 2015, the EPA re-proposed annual standards for RFS 2 for 2014, and proposed new standards for 2015 and 2016 and biomass-based diesel volumes for 2017. The EPA is proposing volume requirements in the annual standards which, while below the volumes originally set by Congress, would increase renewable fuel use in the U.S. above historical levels and provide for steady growth over time. The EPA is also proposing to increase the required volume of biomass-based diesel in 2015, 2016, and 2017 while maintaining the opportunity for growth in other advanced biofuels. The EPA has solicited comments on the proposed annual standards and held public hearings on June 25, 2015. Final action on this proposal is expected by November 30, 2015. If they are issued, the final standards may have a material impact on the Company's cost of compliance with RFS 2.

On September 12, 2012, the EPA issued final amendments to the New Source Performance Standards ("NSPS") for petroleum refineries, including standards for emissions of nitrogen oxides from process heaters and work practice standards and monitoring requirements for flares.  The Company has evaluated the impact of the regulation and amended standards on its refinery operations and currently does not expect the cost to comply to be material.

In addition, the EPA published a Final Rule to the Clean Water Act ("CWA") Section 316(b) in August 2014 regarding cooling water intake structures which includes requirements for petroleum refineries. The purpose of this rule is to prevent fish from being trapped against cooling water intake screens (impingement) and to prevent fish from being drawn through cooling water systems (entrainment). Facilities will be required to implement Best Technology Available (BTA) as soon as possible, but state agencies have the discretion to establish implementation time lines. The Company continues to evaluate the impact of this regulation, and at this time does not anticipate it having a material impact on the Company’s financial position, results of operations or cash flows.

The Delaware City Rail Terminal and DCR West Rack are collocated with the Delaware City refinery, and are located in Delaware's coastal zone where certain activities are regulated under the Delaware Coastal Zone act. On June 14, 2013, two administrative appeals were filed by the Sierra Club and Delaware Audubon (collectively the "Appellants") regarding an air permit Delaware City Refining obtained to allow loading of crude oil onto barges. The appeals allege that both the loading of crude oil onto barges and the operation of the Delaware City Rail Terminal violate Delaware’s Coastal Zone Act. The first appeal is Number 2013-1 before the State Coastal Zone Industrial Control Board (the “CZ Board”), and the second appeal is before the Environmental Appeals Board (the "EAB") and appeals Secretary’s Order No. 2013-A-0020. The CZ Board held a hearing on the first appeal on July 16, 2013, and ruled in favor of Delaware City Refining and the State of Delaware and dismissed the Appellants’ appeal for lack of standing. The Appellants appealed that decision to the Delaware Superior Court, New Castle County, Case No. N13A-09-001 ALR, and Delaware City Refining and the State of Delaware filed cross-appeals. A hearing on the second appeal before the EAB, case no. 2013-06, was held on January 13, 2014, and the EAB ruled in favor of Delaware City Refining and the State and dismissed the appeal for lack of jurisdiction. The Appellants also filed a Notice of Appeal with the Superior Court appealing the EAB’s decision. On March 31, 2015 the Superior Court affirmed the decisions by both the CZ Board and the EAB stating they both lacked jurisdiction to rule on the Appellants' appeal. The Appellants have appealed to the Delaware Supreme Court and briefing on the case is scheduled to continue into the third quarter of 2015. If the Appellants in one or both of these matters ultimately prevail, the outcome may have a material adverse effect on the Company's financial condition, results of operations and cash flows.

The Company is also currently subject to certain other existing environmental claims and proceedings. The Company believes that there is only a remote possibility that future costs related to any of these other known contingent liability exposures would have a material impact on its financial position, results of operations or cash flows.

PBF LLC Limited Liability Company Agreement

The holders of limited liability company interests in PBF LLC, including PBF Energy, generally have to include for purposes of calculating their U.S. federal, state and local income taxes their share of any taxable income of PBF LLC, regardless of whether such holders receive cash distributions from PBF LLC. PBF Energy ultimately may not receive cash distributions from PBF LLC equal to its share of such taxable income or even equal to the actual tax due with respect to that income. For example, PBF LLC is required to include in taxable income PBF LLC’s allocable share of PBFX’s taxable income and gains (such share to be determined pursuant to the partnership agreement of PBFX), regardless of the amount of cash distributions received by PBF LLC from PBFX, and such taxable income and gains will flow-through to PBF Energy to the extent of its allocable share of the taxable income of PBF LLC. As a result, at certain times, the amount of cash otherwise ultimately available to PBF Energy on account of its indirect interest in PBFX may not be sufficient for PBF Energy to pay the amount of taxes it will owe on account of its indirect interests in PBFX.

Taxable income of PBF LLC generally is allocated to the holders of PBF LLC units (including PBF Energy) pro-rata in accordance with their respective share of the net profits and net losses of PBF LLC. In general, PBF LLC is required to make periodic tax distributions to the members of PBF LLC, including PBF Energy, pro-rata in accordance with their respective percentage interests for such period (as determined under the amended and restated limited liability company agreement of PBF LLC), subject to available cash and applicable law and contractual restrictions (including pursuant to our debt instruments) and based on certain assumptions. Generally, these tax distributions are required to be in an amount equal to our estimate of the taxable income of PBF LLC for the year multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, state and local income tax rate prescribed for an individual or corporate resident in New York, New York (taking into account the nondeductibility of certain expenses). If, with respect to any given calendar year, the aggregate periodic tax distributions were less than the actual taxable income of PBF LLC multiplied by the assumed tax rate, PBF LLC is required to make a “true up” tax distribution, no later than March 15 of the following year, equal to such difference, subject to the available cash and borrowings of PBF LLC. PBF LLC obtains funding to pay its tax distributions by causing PBF Holding to distribute cash to PBF LLC and from distributions it receives from PBFX.

Tax Receivable Agreement

PBF Energy entered into a tax receivable agreement with the PBF LLC Series A and PBF LLC Series B Unit holders (the “Tax Receivable Agreement”) that provides for the payment by PBF Energy to such persons of an amount equal to 85% of the amount of the benefits, if any, that PBF Energy is deemed to realize as a result of (i) increases in tax basis, as described below, and (ii) certain other tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement. For purposes of the Tax Receivable Agreement, the benefits deemed realized by PBF Energy will be computed by comparing the actual income tax liability of PBF Energy (calculated with certain assumptions) to the amount of such taxes that PBF Energy would have been required to pay had there been no increase to the tax basis of the assets of PBF LLC as a result of purchases or exchanges of PBF LLC Series A Units for shares of PBF Energy's Class A common stock and had PBF Energy not entered into the Tax Receivable Agreement. The term of the Tax Receivable Agreement will continue until all such tax benefits have been utilized or expired unless: (i) PBF Energy exercises its right to terminate the Tax Receivable Agreement, (ii) PBF Energy breaches any of its material obligations under the Tax Receivable Agreement or (iii) certain changes of control occur, in which case all obligations under the Tax Receivable Agreement will generally be accelerated and due as calculated under certain assumptions.

The payment obligations under the Tax Receivable Agreement are obligations of PBF Energy and not of PBF LLC, PBF Holding or PBFX. In general, PBF Energy expects to obtain funding for these annual payments from PBF LLC, primarily through tax distributions, which PBF LLC makes on a pro-rata basis to its owners. Such owners include PBF Energy, which holds a 94.3% interest in PBF LLC as of June 30, 2015 (89.9% as of December 31, 2014). PBF LLC obtains funding to pay its tax distributions by causing PBF Holding to distribute cash to PBF LLC and from distributions it receives from PBFX.

As of June 30, 2015, the Company has recognized a liability for the tax receivable agreement of $737,374 ($712,727 as of December 31, 2014) reflecting the estimate of the undiscounted amounts that the Company expects to pay under the agreement.

XML

SEGMENT INFORMATION (Tables)

6 Months Ended

Jun. 30, 2015

Segment Reporting [Abstract]

Schedule of segment reporting information

Disclosures regarding our reportable segments with reconciliations to consolidated totals for the three and six months ended June 30, 2015 and June 30, 2014 are presented below. The Logistics segment's results include financial information of the predecessor of PBFX for periods prior to May 13, 2014, and the financial information of PBFX for the period beginning May 14, 2014, the completion date of the PBFX Offering. In connection with the contribution by PBF LLC of the DCR West Rack, the Toledo Storage Facility and the Delaware City Products Pipeline and Truck Rack, the accompanying segment information has been retrospectively adjusted to include the historical results of the DCR West Rack, Toledo Storage Facility and the Delaware City Products Pipeline and Truck Rack for all periods presented prior to such contributions.

Prior to the PBFX Offering, the Company did not operate the PBFX assets independent of the Refining segment. Total assets of each segment consist of net property, plant and equipment, inventories, cash and cash equivalents, accounts receivables and other assets directly associated with the segment’s operations. Corporate assets consist primarily of deferred tax assets, property, plant and equipment and other assets not directly related to our refinery and logistic operations.

	Three Months Ended June 30, 2015
	Refining		Logistics		Corporate			Eliminations			Consolidated Total
Revenues	$	3,550,664	$	34,868	$	—		$	(34,868	)	$	3,550,664
Depreciation and amortization expense	44,421		1,637		2,504			—			48,562
Income (loss) from operations	287,442		24,734		(38,380		)	—			273,796
Interest expense, net	4,575		4,930		17,371			—			26,876
Capital expenditures	126,107		144		425			—			126,676

	Three Months Ended June 30, 2014
	Refining		Logistics		Corporate			Eliminations			Consolidated Total
Revenues	$	5,301,709	$	10,168	$	—		$	(10,168	)	$	5,301,709
Depreciation and amortization expense	30,452		868		3,342			—			34,662
Income (loss) from operations	120,413		2,874		(35,437		)	—			87,850
Interest expense, net	7,617		358		18,227			—			26,202
Capital expenditures	64,916		16,673		887			—			82,476

	Six Months Ended June 30, 2015
	Refining		Logistics		Corporate			Eliminations			Consolidated Total
Revenues	$	6,545,800	$	67,713	$	—		$	(67,713	)	$	6,545,800
Depreciation and amortization expense	87,451		3,270		5,547			—			96,268
Income (loss) from operations	476,081		44,450		(74,325		)	—			446,206
Interest expense, net	9,290		6,885		32,893			—			49,068
Capital expenditures	250,575		220		1,610			—			252,405

	Six Months Ended June 30, 2014
	Refining		Logistics			Corporate			Eliminations			Consolidated Total
Revenues	$	10,048,152	$	12,350		$	—		$	(12,350	)	$	10,048,152
Depreciation and amortization expense	59,326		1,729			6,822			—			67,877
Income (loss) from operations	424,865		(1,450		)	(75,358		)	—			348,057
Interest expense, net	15,087		356			36,014			—			51,457
Capital expenditures	140,361		26,119			6,408			—			172,888

	Balance at June 30, 2015
	Refining		Logistics		Corporate		Eliminations			Consolidated Total
Total assets	$	4,577,878	$	417,776	$	568,301	$	(20,333	)	$	5,543,622

	Balance at December 31, 2014
	Refining		Logistics		Corporate		Eliminations			Consolidated Total
Total assets	$	4,313,806	$	410,141	$	483,971	$	(11,630	)	$	5,196,288

XML

FAIR VALUE MEASUREMENTS (Change in Fair Value at Level 3) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Change in Fair Value Measurement Categorized in Level 3 [Roll Forward]
Balance at end of period		$ 2,689		$ 2,689
Commodity Contract [Member]
Change in Fair Value Measurement Categorized in Level 3 [Roll Forward]
Balance at beginning of period	$ 9,678	(3,751)	$ 1,521	(23,365)
Purchases	0	0	0	0
Settlements	(10,111)	4,972	(11,311)	3,667
Unrealized loss included in earnings	2,338	1,468	11,695	22,387
Transfers into Level 3	0	0	0	0
Transfers out of Level 3	0	0	0	0
Balance at end of period	$ 1,905	$ 2,689	$ 1,905	$ 2,689

XML

DERIVATIVES

6 Months Ended

Jun. 30, 2014

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVES

DERIVATIVES

The Company uses derivative instruments to mitigate certain exposures to commodity price risk. The Company’s crude supply agreement contains purchase obligations for certain volumes of crude oil and other feedstocks. In addition, the Company entered into Inventory Intermediation Agreements commencing in July 2013 that contain purchase obligations for certain volumes of intermediates and refined products. The purchase obligations related to crude oil, feedstocks, intermediates and refined products under these agreements are derivative instruments that have been designated as fair value hedges in order to hedge the commodity price volatility of certain refinery inventory. The fair value of these purchase obligation derivatives is based on market prices of the underlying crude oil and refined products. The level of activity for these derivatives is based on the level of operating inventories.

As of June 30, 2015, there were 549,182 barrels of crude oil and feedstocks (662,579 barrels at December 31, 2014) outstanding under these derivative instruments designated as fair value hedges and no barrels (no barrels at December 31, 2014) outstanding under these derivative instruments not designated as hedges. As of June 30, 2015, there were 3,118,578 barrels of intermediates and refined products (3,106,325 barrels at December 31, 2014) outstanding under these derivative instruments designated as fair value hedges and no barrels (no barrels at December 31, 2014) outstanding under these derivative instruments not designated as hedges. These volumes represent the notional value of the contract.

The Company also enters into economic hedges primarily consisting of commodity derivative contracts that are not designated as hedges and are used to manage price volatility in certain crude oil and feedstock inventories as well as crude oil, feedstock, and refined product sales or purchases. The objective in entering into economic hedges is consistent with the objectives discussed above for fair value hedges. As of June 30, 2015, there were 39,100,000 barrels of crude oil and 2,464,000 barrels of refined products (47,339,000 and 1,970,871, respectively, as of December 31, 2014), outstanding under short and long term commodity derivative contracts not designated as hedges representing the notional value of the contracts.

The following tables provide information about the fair values of these derivative instruments as of June 30, 2015 and December 31, 2014 and the line items in the consolidated balance sheet in which the fair values are reflected.

Description	Balance Sheet Location	Fair Value Asset/(Liability)
Derivatives designated as hedging instruments:
June 30, 2015:
Derivatives included with inventory supply arrangement obligations	Accrued expenses	$	(378	)
Derivatives included with the intermediation agreement obligations	Accrued expenses	$	10,260
December 31, 2014
Derivatives included with inventory supply arrangement obligations	Accrued expenses	$	4,251
Derivatives included with the intermediation agreement obligations	Accrued expenses	$	94,834
Derivatives not designated as hedging instruments:
June 30, 2015:
Commodity contracts	Accounts receivable	$	17,249
Commodity contracts	Accrued expenses	$	(1,410	)
December 31, 2014
Commodity contracts	Accounts receivable	$	31,155

The following tables provide information about the gain or loss recognized in income on these derivative instruments and the line items in the consolidated financial statements in which such gains and losses are reflected.

Description	Location of Gain or (Loss) Recognized in  Income on Derivatives	Gain or (Loss) Recognized in Income on Derivatives
Derivatives designated as hedging instruments:
For the three months ended June 30, 2015:
Derivatives included with inventory supply arrangement obligations	Cost of sales	$	(1,808	)
Derivatives included with the intermediation agreement obligations	Cost of sales	$	(20,888	)
For the three months ended June 30, 2014:
Derivatives included with inventory supply arrangement obligations	Cost of sales	$	(3,719	)
Derivatives included with the intermediation agreement obligations	Cost of sales	$	(5,770	)
For the six months ended June 30, 2015:
Derivatives included with inventory supply arrangement obligations	Cost of sales	$	(4,629	)
Derivatives included with the intermediation agreement obligations	Cost of sales	$	(84,574	)
For the six months ended June 30, 2014:
Derivatives included with inventory supply arrangement obligations	Cost of sales	$	(1,069	)
Derivatives included with the intermediation agreement obligations	Cost of sales	$	9,042
Derivatives not designated as hedging instruments:
For the three months ended June 30, 2015:
Commodity contracts	Cost of sales	$	(3,969	)
For the three months ended June 30, 2014:
Commodity contracts	Cost of sales	$	(41,119	)
For the six months ended June 30, 2015:
Commodity contracts	Cost of sales	$	(45,097	)
For the six months ended June 30, 2014:
Commodity contracts	Cost of sales	$	31,278
Hedged items designated in fair value hedges:
For the three months ended June 30, 2015:
Crude oil and feedstock inventory	Cost of sales	$	1,808
Intermediate and refined product inventory	Cost of sales	$	20,888
For the three months ended June 30, 2014:
Crude oil and feedstock inventory	Cost of sales	$	3,719
Intermediate and refined product inventory	Cost of sales	$	5,770
For the six months ended June 30, 2015:
Crude oil and feedstock inventory	Cost of sales	$	4,629
Intermediate and refined product inventory	Cost of sales	$	84,574
For the six months ended June 30, 2014:
Crude oil and feedstock inventory	Cost of sales	$	1,069
Intermediate and refined product inventory	Cost of sales	$	(9,042	)

The Company had no ineffectiveness related to the Company's fair value hedges for the three and six months ended June 30, 2015 and 2014.

XML

INVENTORIES (Tables)

6 Months Ended

Jun. 30, 2015

Inventory Disclosure [Abstract]

Schedule of Inventory

Inventories consisted of the following:

June 30, 2015
	Titled Inventory			Inventory Supply and Intermediation Arrangements			Total
Crude oil and feedstocks	$	885,461		$	58,527		$	943,988
Refined products and blendstocks	536,831			349,217			886,048
Warehouse stock and other	39,322			—			39,322
	$	1,461,614		$	407,744		$	1,869,358
Lower of cost or market reserve	(470,241		)	(92,703		)	(562,944		)
Total inventories	$	991,373		$	315,041		$	1,306,414

December 31, 2014
	Titled Inventory			Inventory Supply and Intermediation Arrangements			Total
Crude oil and feedstocks	$	918,756		$	61,122		$	979,878
Refined products and blendstocks	520,308			255,459			775,767
Warehouse stock and other	36,726			—			36,726
	$	1,475,790		$	316,581		$	1,792,371
Lower of cost or market reserve	(609,774		)	(80,336		)	(690,110		)
Total inventories	$	866,016		$	236,245		$	1,102,261

XML

EMPLOYEE BENEFIT PLANS (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Pension Plan, Defined Benefit [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 5,789	$ 4,851	$ 11,579	$ 9,142
Interest cost	707	601	1,416	1,171
Expected return on plan assets	(829)	(539)	(1,659)	(1,063)
Amortization of prior service costs	13	10	26	12
Amortization of loss	311	258	622	480
Net periodic benefit cost	5,991	5,181	11,984	9,742
Post Retirement Medical Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	244	300	488	478
Interest cost	134	135	269	228
Amortization of prior service costs	76	75	152	55
Amortization of loss	0	1	0	(4)
Net periodic benefit cost	$ 454	$ 511	$ 909	$ 757

XML

DEFERRED CHARGES AND OTHER ASSETS, NET (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Deferred turnaround costs, net	$ 188,111	$ 204,987
Catalyst	73,494	77,322
Deferred financing costs, net	36,749	32,280
Restricted cash	1,500	1,521
Linefill	10,230	10,230
Intangible assets, net	241	357
Other	5,877	5,972
Deferred charges and other assets	$ 316,202	$ 332,669

XML

Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Statement of Comprehensive Income [Abstract]
Net income	$ 158,460	$ 45,836	$ 261,579	$ 229,108
Other comprehensive income:
Unrealized (loss) gain on available for sale securities	(75)	56	(4)	85
Net gain on pension and other postretirement benefits	400	232	800	449
Total other comprehensive income	325	288	796	534
Comprehensive income	158,785	46,124	262,375	229,642
Less: comprehensive income attributable to noncontrolling interests	22,668	24,859	38,492	130,756
Comprehensive income attributable to PBF Energy Inc.	$ 136,117	$ 21,265	$ 223,883	$ 98,886

XML

INVENTORIES

6 Months Ended

Jun. 30, 2015

Inventory Disclosure [Abstract]

INVENTORIES

INVENTORIES

Inventories consisted of the following:

June 30, 2015
	Titled Inventory			Inventory Supply and Intermediation Arrangements			Total
Crude oil and feedstocks	$	885,461		$	58,527		$	943,988
Refined products and blendstocks	536,831			349,217			886,048
Warehouse stock and other	39,322			—			39,322
	$	1,461,614		$	407,744		$	1,869,358
Lower of cost or market reserve	(470,241		)	(92,703		)	(562,944		)
Total inventories	$	991,373		$	315,041		$	1,306,414

December 31, 2014
	Titled Inventory			Inventory Supply and Intermediation Arrangements			Total
Crude oil and feedstocks	$	918,756		$	61,122		$	979,878
Refined products and blendstocks	520,308			255,459			775,767
Warehouse stock and other	36,726			—			36,726
	$	1,475,790		$	316,581		$	1,792,371
Lower of cost or market reserve	(609,774		)	(80,336		)	(690,110		)
Total inventories	$	866,016		$	236,245		$	1,102,261

Inventory under inventory supply and intermediation arrangements includes certain crude oil stored at the Company’s Delaware City refinery's storage facilities that the Company will purchase as it is consumed in connection with its crude supply agreement; and intermediates and light finished products sold to counterparties in connection with the intermediation agreements and stored in the Paulsboro and Delaware City refineries' storage facilities.

Due to the lower crude oil and refined product pricing environment at the end of 2014 and into the second quarter of 2015, the Company recorded adjustments to value its inventories to the lower of cost or market. During the three months ended June 30, 2015, the Company recorded an adjustment to value its inventories to the lower of cost or market which increased operating income and net income by $105,958 and $63,363, respectively, reflecting the net change in the lower of cost or market inventory reserve from $668,902 at March 31, 2015 to $562,944 at June 30, 2015. During the six months ended June 30, 2015, the Company recorded an adjustment to value its inventories to the lower of cost or market which increased operating income and net income by $127,166 and $76,045, respectively, reflecting the net change in the lower of cost or market inventory reserve from $690,110 at December 31, 2014 to $562,944 at June 30, 2015.

XML

SUBSEQUENT EVENTS (Details) - Subsequent Event [Member]	Jul. 30, 2015 $ / shares
Class A Common Stock [Member]
Subsequent Event [Line Items]
Common Stock, Dividends, Per Share, Declared	$ 0.30
PBF Logistics LP [Member]
Subsequent Event [Line Items]
Cash distribution (in dollars per share)	$ 0.37

XML

DEFERRED CHARGES AND OTHER ASSETS, NET (Tables)

6 Months Ended

Jun. 30, 2015

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of deferred charges and other assets, net

Deferred charges and other assets, net consisted of the following:

	June 30, 2015		December 31, 2014
Deferred turnaround costs, net	$	188,111	$	204,987
Catalyst	73,494		77,322
Deferred financing costs, net	36,749		32,280
Linefill	10,230		10,230
Restricted cash	1,500		1,521
Intangible assets, net	241		357
Other	5,877		5,972
Total deferred charges and other assets, net	$	316,202	$	332,669

XML

NONCONTROLLING INTEREST OF PBF ENERGY AND PBF LOGISTICS LP (Ownership Percentage) (Details) - shares	Feb. 06, 2015	Jun. 30, 2015	Dec. 31, 2014
Noncontrolling Interest [Line Items]
Percentage of ownership in PBF LLC	100.00%	100.00%	100.00%
Shares, outstanding	91,134,120	91,069,930	91,151,815
Ownership percentage		100.00%	100.00%
Common Units [Member]
Noncontrolling Interest [Line Items]
Shares sold in public offering (in shares)		34,323,885	32,983,577
Public Unit Holders [Member] | Common Units [Member]
Noncontrolling Interest [Line Items]
Shares sold in public offering (in shares)		15,864,388	15,812,500
PBF Energy [Member] | Class A Common Stock [Member]
Noncontrolling Interest [Line Items]
Percentage of ownership in PBF LLC	94.10%	94.30%	89.90%
Shares, outstanding	85,768,077	85,922,092	81,981,119
PBF LLC [Member] | Common Units [Member]
Noncontrolling Interest [Line Items]
Shares sold in public offering (in shares)		18,459,497	17,171,077
PBF LLC [Member] | Series A Units [Member]
Noncontrolling Interest [Line Items]
Percentage of ownership in PBF LLC	5.90%	5.70%	10.10%
Shares, outstanding	5,366,043	5,147,838	9,170,696
Limited Partner [Member] | Public Unit Holders [Member]
Noncontrolling Interest [Line Items]
Ownership percentage		46.20%	47.90%
Limited Partner [Member] | PBF LLC [Member]
Noncontrolling Interest [Line Items]
Ownership percentage		53.80%	52.10%
Secondary Public Offering [Member] | PBF Energy Inc. [Member] | Class A Common Stock [Member]
Noncontrolling Interest [Line Items]
Public offering (in shares)	3,804,653

XML

FAIR VALUE MEASUREMENTS

6 Months Ended

Jun. 30, 2015

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

The tables below present information about the Company's financial assets and liabilities measured and recorded at fair value on a recurring basis and indicate the fair value hierarchy of the inputs utilized to determine the fair values as of June 30, 2015 and December 31, 2014.

We have elected to offset the fair value amounts recognized for multiple derivative contracts executed with the same counterparty; however, fair value amounts by hierarchy level are presented on a gross basis in the tables below. We have posted cash margin with various counterparties to support hedging and trading activities. The cash margin posted is required by counterparties as collateral deposits and cannot be offset against the fair value of open contracts except in the event of default. We have no derivative contracts that are subject to master netting arrangements that are reflected gross on the balance sheet.

	As of June 30, 2015
	Fair Value Hierarchy						Total Gross Fair Value		Effect of Counter-party Netting		Net Carrying Value on Balance Sheet
	Level 1		Level 2		Level 3
Assets:
Money market funds	$	365,371	$	—	$	—	$	365,371	N/A		$	365,371
Marketable securities	234,249		—		—		234,249		N/A		234,249
Non-qualified pension plan assets	5,398		—		—		5,398		N/A		5,398
Commodity contracts	65,997		14,814		2,564		83,375		(66,126	)	17,249
Derivatives included with intermediation agreement obligations	—		10,260		—		10,260		—		10,260
Liabilities:
Commodity contracts	59,827		7,050		659		67,536		(66,126	)	1,410
Catalyst lease obligations	—		32,571		—		32,571		—		32,571
Derivatives included with inventory supply arrangement obligations	—		378		—		378		—		378

	As of December 31, 2014
	Fair Value Hierarchy						Total Gross Fair Value		Effect of Counter-party Netting		Net Carrying Value on Balance Sheet
	Level 1		Level 2		Level 3
Assets:
Money market funds	$	5,575	$	—	$	—	$	5,575	N/A		$	5,575
Marketable securities	234,930		—		—		234,930		N/A		234,930
Non-qualified pension plan assets	5,494		—		—		5,494		N/A		5,494
Commodity contracts	415,023		12,093		1,715		428,831		(397,676	)	31,155
Derivatives included with inventory intermediation agreement obligations	—		94,834		—		94,834		—		94,834
Derivatives included with inventory supply arrangement obligations	—		4,251		—		4,251		—		4,251
Liabilities:
Commodity contracts	390,144		7,338		194		397,676		(397,676	)	—
Catalyst lease obligations	—		36,559		—		36,559		—		36,559

The valuation methods used to measure financial instruments at fair value are as follows:

• Money market funds categorized in Level 1 of the fair value hierarchy are measured at fair value based on quoted market prices and included within cash and cash equivalents.

• Marketable securities, consisting primarily of US Treasury securities, categorized in Level 1 of the fair value hierarchy are measured at fair value based on quoted market prices.

• Non-qualified pension plan assets categorized in Level 1 of the fair value hierarchy are measured at fair value using a market approach based on published net asset values of mutual funds and included within Deferred charges and other assets, net.

• The commodity contracts categorized in Level 1 of the fair value hierarchy are measured at fair value based on quoted prices in an active market. The commodity contracts categorized in Level 2 of the fair value hierarchy are measured at fair value using a market approach based upon future commodity prices for similar instruments quoted in active markets.

• The commodity contracts categorized in Level 3 of the fair value hierarchy consist ofcommodity price swap contracts that relate to forecasted purchases of crude oil for which quoted forward market prices are not readily available due to market illiquidity. The forward prices used to value these swaps were derived using broker quotes, prices from other third party sources and other available market based data.

• The derivatives included with inventory supply arrangement obligations, derivatives included with inventory intermediation agreement obligations and the catalyst lease obligations are categorized in Level 2 of the fair value hierarchy and are measured at fair value using a market approach based upon commodity prices for similar instruments quoted in active markets.

The table below summarizes the changes in fair value measurements categorized in Level 3 of the fair value hierarchy:

	Three Months Ended   June 30,						Six Months Ended   June 30,
	2015			2014			2015			2014
Balance at beginning of period	$	9,678		$	(3,751	)	$	1,521		$	(23,365	)
Purchases	—			—			—			—
Settlements	(10,111		)	4,972			(11,311		)	3,667
Unrealized gain included in earnings	2,338			1,468			11,695			22,387
Transfers into Level 3	—			—			—			—
Transfers out of Level 3	—			—			—			—
Balance at end of period	$	1,905		$	2,689		$	1,905		$	2,689

There were no transfers between levels during the three and six months ended June 30, 2015 and 2014, respectively.

Fair value of debt

The table below summarizes the fair value and carrying value of debt as of June 30, 2015 and December 31, 2014.

	June 30, 2015				December 31, 2014
	Carrying value		Fair  value		Carrying  value		Fair value
Senior Secured Notes (a)	$	669,070	$	687,850	$	668,520	$	675,580
PBFX Senior Notes (a)	350,000		350,000		—		—
PBFX Term Loan (b)	234,200		234,200		234,900		234,900
Rail Facility (b)	43,393		43,393		37,270		37,270
PBFX Revolving Credit Facility (b)	24,500		24,500		275,100		275,100
Revolving Loan (b)	—		—		—		—
Catalyst leases (c)	32,571		32,571		36,559		36,559
	1,353,734		1,372,514		1,252,349		1,259,409
Less - Current maturities	—		—		—		—
Long-term debt	$	1,353,734	$	1,372,514	$	1,252,349	$	1,259,409

(a) The estimated fair value, categorized as a Level 2 measurement, was calculated based on the present value of future expected payments utilizing implied current market interest rates based on quoted prices of the Senior Secured Notes and the PBFX Senior Notes.

(b) The estimated fair value approximates carrying value, categorized as a Level 2 measurement, as these borrowings bear interest based upon short-term floating market interest rates.

(c) Catalyst leases are valued using a market approach based upon commodity prices for similar instruments quoted in active markets and are categorized as a Level 2 measurement. The Company has elected the fair value option for accounting for its catalyst lease repurchase obligations as the Company's liability is directly impacted by the change in fair value of the underlying catalyst.