Agreement on Modifications to the DCRCrude Supply Agreement1

a)      On and after January 1, 2013, DCR, independent of Seller, shall have the right to directly purchase and deliver U.S. and Canadian onshore origin Oil (including other feedstocks or diluents) that is transported by railroad for use in the Refinery to the Refinery and may transfer such Oil to refineries it or its affiliates own. All Oil or Feedstock delivered by vessel to the Refinery will be supplied by Seller. The Parties agree that if a currently unforeseen opportunity arises to deliver Oil and Feedstock to the Refinery by railroad from an area not currently in production and not covered by the prior sentence, that the Parties shall negotiate in good faith arrangements to facilitate supply to the Refinery of such Oil and Feedstock if desired by the Refinery.

b)      DCR, except in the event of operational upsets or logistics disruptions to or from the Refinery, shall maintain segregated storage for all of the Oil it purchases and supplies to the Refinery and will not comingle such Oil with the Oil or Feedstock owned by Statoil. In the event of commingling, the parties shall reasonably cooperate with one another to resolve the situation.

The DCR CSA is hereby revised to include the following items: (a) per Barrel service fees payable to Statoil of 5 cents per barrel for Supply Point Method transactions and 20 cents per barrel for Execution Method transactions, and (b) adjustment to the PDA to align the payment to Statoil with the percentage of Oil and Feedstock run by the Refinery that is supplied by Statoil.

The parties hereto may include additional modifications to the DCR CSA as appropriate by their mutual agreement, such as: modifications to the manner of shifting the pricing index between WTI CME and ICE Brent, simplifying small volume intermediate feedstock transactions by using a single month end net payment process, line of credit modifications, shipping and lightering, and end of contract Oil inventory run off period provisions, but the parties are not bound to incorporate other issues that have been discussed in prior negotiations unless final language is mutually agreed upon.

Referred to herein as the “Agreement.”

As used herein, “DCR” shall include its parent, PBF Holding Company LLC (“PBFH”), which shall be included, jointly and severally, in the definition of Buyer for purposes of the DCR CSA and this Agreement.

The term extension notice is being delivered prior to or concurrently with this Agreement.

Capitalized terms used in this Agreement that are not otherwise defined shall have the meanings attributed to them in the DCR CSA.

Upon termination of the CSA for the Paulsboro Refinery including as such CSA may be amended and restated, PBFH will be an active market participant in supplying waterborne Oil and Feedstock to the Paulsboro Refinery and as such will have access to market information. If PBFH identifies a cargo that it would like to have supplied in part to the Paulsboro Refinery and in part to the Refinery, PBFH may direct Statoil to purchase such cargo, Statoil will execute the purchase and arrange for delivery, and (a) for the portion to be delivered to the Refinery, PBFH will pay Statoil fees in accordance with the DCR CSA (as modified hereby) under either Execution Method or Supply Point Method as agreed by DCR and Statoil, and (b) for the portion to be delivered to the Paulsboro Refinery, PBFH will purchase the volume as a spot cargo on Statoil’s general terms and conditions for spot transactions subject to any changes the Parties may mutually agree upon.

Statoil recognizes that under special circumstances (due to operational and/or technical emergency situations at the Paulsboro Refinery) PBFH may need to discharge Oil or Feedstock that was intentionally acquired for the Paulsboro Refinery into DCR storage tanks. Such Oil or Feedstock can either be run at the Refinery or shipped back to the Paulsboro Refinery, but in either case such Oil or Feedstock will have to be purchased by Statoil, and the terms of the DCR CSA will apply. The volume of Oil or Feedstock treated in this manner will be limited, and no waterborne Oil or Feedstock will be intentionally acquired by PBFH pursuant to this provision for use at the Refinery.