EX-10.4



 Exhibit 10.4 
 RAIL CAR SUBLEASE AGREEMENT 
 This Rail Car Sublease Agreement
(“Agreement”) is made and entered into on the
4th day of May, 2012, by and among GAVILON, LLC, a
Delaware limited liability company (“Gavilon”), ABE SOUTH DAKOTA, LLC, a Delaware limited liability company (“Producer I”), and ABE Fairmont, LLC, a Delaware limited liability company (“Producer II”) (the entity
performing under this Agreement in accordance with Section 1 herein, either Producer I or Producer II, being the “Producer”), and the Producer and Gavilon are herein collectively referred to as the “Parties” and individually
referred to as a “Party”). 
 WHEREAS, Producer has agreed to sublease from Gavilon certain railcars per the terms of this Agreement;
and 
 WHEREAS, This Agreement is being executed simultaneously with (i) that certain Ethanol Marketing Agreement between Gavilon and
Producer I, (ii) that certain Distiller’s Grains Marketing Agreement between Gavilon Ingredients, LLC, a Delaware limited liability company, and Producer I, (iii) that certain Ethanol Marketing Agreement between Gavilon and Producer
II, and (iv) that certain ABE LOC (as defined in Section 18 below) (collectively, with this Agreement, the “Transaction Agreements”); and 
 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 

 

	1.	Producer Parties. Each of the Parties hereby acknowledge and agree that: 


 

	 	A.	Notwithstanding anything herein contained to the contrary, in the event Producer I’s senior lenders, as coordinated by the senior lenders’ administrative
agent WestLB Ag, approves this Agreement on or before October 1, 2012 (such event being an “Approval”), then (i) Producer II shall be fully and forever released from any and all further liability and obligations hereunder,
(ii) all references to Producer hereunder shall mean Producer I, (iii) Exhibit D shall be deemed null and void, (iv) the definition of “Transaction Agreements” will be revised to exclude that certain Ethanol Marketing
Agreement dated of even date hereof between Gavilon and Producer II; and (v) the agreements listed in Exhibit E (the “Existing Lease”) shall be deemed terminated with regard to the GATX cars without penalty as of the date upon
which Producer notifies Gavilon of an approval, whereupon each Party shall fulfill all obligations arising under the Existing Lease with regard to the GATX cars prior to such termination and the Existing Lease shall continue with regard to fourteen
(14) ACFX cars as described on Exhibit E.

  

	*	indicates material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the Securities and Exchange
Commission 


  
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	 	B.	Notwithstanding anything herein contained to the contrary, in the event Producer I’s senior lenders, as coordinated by the senior lenders’ administrative
agent WestLB Ag, do not approve this Agreement on or before October 1, 2012 (such event being a “Non Approval”), then (i) Producer I shall be fully and forever released from any and all liability and obligations hereunder
provided that Gavilon has drawn fully on the ABE LOC, (ii) all references to Producer hereunder shall mean Producer II, (iii) Section 48 hereof shall be deemed null and void, (iv) Producer I shall continue to perform the Existing
Lease, (v) Exhibit A attached hereto shall be deemed null and void and Exhibit D will thereupon replace Exhibit A for all purposes hereunder, and (vi) the definition of “Transaction Agreements” will be
revised to include only this Agreement and that certain Ethanol Marketing Agreement dated of even date hereof between Gavilon and Producer II.

  

	 	C.	Producer shall provide email or other written evidence to Gavilon of such Approval or Non Approval by WestLB Ag on or before 5:00 p.m. CDT on October 2, 2012.


  

	2.	Commencement Date. This Agreement shall become effective as of the date first written above. All railcars as listed in Exhibit A (the “Car” or
“Cars”), attached hereto and incorporated into this Agreement by reference, are currently in Producer’s possession. The leases of the Cars by Gavilon to Producer hereunder shall commence on the earlier of (such earlier date being the
“Commencement Date”): (i) the date upon which Producer notifies Gavilon of an Approval; or (ii) October 1, 2012. 

  

	3.	Termination Date. The termination date for the lease of each Car is the later of, the expiration date listed in Exhibit A for each Car (“Expiration
Date”), or the date a Car is returned to Gavilon’s specified return point. Rent is payable by Producer until the later of the Expiration Date or when a Car is delivered to Gavilon’s specified return point, provided, however, in the
event any Car is not delivered to Gavilon’s specified return point within 45 days after the Expiration Date, Producer hereby agrees to pay an additional $100 per month per Car over the Rental Rate specified in Exhibit A for every month
past due, prorated for any partial months. Producer is to use commercially reasonable efforts to return the Cars as promptly as possible following the Expiration Date. This Agreement will remain in force until each Car is returned.


  

	4.	Description of Rail Cars. The number and description of the Cars subject to lease hereunder are as shown on Exhibit A. Gavilon represents and warrants
that it has all necessary rights to sublease the Cars to Producer pursuant to this Agreement and that it is not in violation of any terms of and no default exists with respect to the Master Agreement (as defined in Section 6) to which the Cars
relate and Gavilon is a Party 

  

	5.	Rental Rate. The rental rate for each Car is listed in Exhibit A; provided, however, until an Approval occurs the rental rate for Cars under the Existing
Lease shall continue with regard to Producer I and only the rental rate for Cars set forth on Exhibit D shall apply to Producer II. After an Approval, the rental rate for each Car listed in Exhibit A shall thereafter apply and the
provisions of Section 48 shall be accomplished. Rent will be prorated for partial months. 


  
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	6.	Maintenance Responsibility. This is a full service sublease. Maintenance of and repairs to the outlet caps and chains, gauging devices and mobile unit travel
time and mileage will be for the account of Producer. Producer will pay for the repair of all damages, including corrosion damage and abuse, other than those associated with ordinary wear and tear. Any freight cost to move Cars to and from a repair
shop during the term of the Amendment is for the account of Producer. In addition to the maintenance responsibilities as set forth in this Section 6, Producer shall also maintain each Car in accordance with the provisions of (i) that
certain GATX Rail Car Service Contract (Contract No. 9258), dated September 1, 2008, by and between Gavilon and GATX Corporation, a New York corporation (“GATX”); (ii) that certain Amendment No. 1 to Contract
No. 9258, dated September 1, 2008, by and between Gavilon and GATX; (iii) that certain Rider No. 5 to Car Service Contract No. 9258, dated October 1, 2008, by and between Gavilon and GATX; (iv) that certain
Amendment No. 1 to Rider No. 5, dated October 31, 2008, by and between Gavilon and GATX; (v) that certain Rider No. 6 to Car Service Contract No. 9258, dated October 1, 2008, by and between Gavilon and GATX;
(vi) that certain Amendment No. 1 to Rider No. 6, dated October 31, 2008, by and between Gavilon and GATX; (vii) that certain Rider No. 7 to Car Service Contract No. 9258, dated October 1, 2008, by and between
Gavilon and GATX; (viii) that certain Amendment No. 1 to Rider No. 7, dated October 31, 2008, by and between Gavilon and GATX; (ix) that certain Letter Agreement, dated April 9, 2012, by and between Gavilon and GATX
(which amends Rider No. 7); and that certain e-mail dated Tuesday, April 24, 2012 @ 1:46 PM from George Economy (at GATX) to Shaun Meiners (at Gavilon) approving unit train use (collectively, the “Master Agreement”), all as set
forth on Exhibit B attached hereto and incorporated herein by this reference. By entering into this Agreement, Producer agrees to assume and fulfill Gavilon’s requirements to GATX as set forth in the Master Agreement.


  

	7.	Payment Terms. Gavilon shall invoice Producer for rent on the Cars on the first of each calendar month for such month, and Producer’s payment shall be due
ten (10) days from its receipt of the invoice. In the event that Producer does not make payments within such 10-day period, Producer shall also pay interest to Gavilon on any such overdue amounts at the rate of 1% over the prime rate of
interest quoted by Citibank N.A. per month until paid. Upon execution of this Agreement, Producer shall provide Gavilon with the ABE LOC, all as further described in Section 18 below. 


 

	8.	Freight Charges. Upon expiration of this Agreement, Producer shall be responsible for any railroad freight charges accrued in connection with the delivery of
each Car to Gavilon’s designated return point. 

  

	9.	Mileage. Producer agrees that Cars will move on freight rates with zero (0) mileage payoffs. Producer shall also be responsible for empty mileage
equalization charges associated with leased Cars during the term of this Agreement, and Producer shall pay Gavilon for any excess mileage charges in accordance with the terms of the Master Agreement. 


  
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	10.	Inspection. Inspection of all Cars which were not previously leased by Producer from Gavilon is to be done by an independent qualified third party
mutually agreed to by the Producer and Gavilon, and paid for by the Producer. From the date of this Agreement, it shall be the responsibility of the Producer to ensure the inspection and written notice of any defect and rejection is delivered to
Gavilon within fifteen (15) days after the initial empty return of each Car to the Producer after the date of this Agreement. Notice to Gavilon must be in writing and describe the specific reasons for any rejection. Failure by the Producer to
inspect and notify Gavilon within the fifteen (15) days after empty return, and/or the loading of any Car by Producer shall constitute acceptance of the Car and acknowledgment the Car is in good repair and operating condition. Producer shall
indemnify and hold Gavilon harmless from all claims resulting from conditions which have or should have been determined from such inspection. Additionally, Producer shall be responsible for any loss of or damage (including corrosion damage) to any
commodity, or to any Car or part thereof caused by the commodity contained therein or incurred in the process of loading or unloading such commodity, or caused by the chemical environment in which the Car is loaded, unloaded or stored.
Notwithstanding the foregoing provisions of this Section 10, Producer shall not be responsible for any loss or damage when GATX is responsible for the same as set forth in the Master Agreement. 


 

	11.	Cleaning and Return. Producer shall be responsible for all Car cleaning costs incurred during the term of this Agreement, including, but not limited to, Car
cleaning required for Car repair work and /or compliance testing. Producer shall return Cars to a return point designated by Gavilon, clean, with bottom outlet valves and safety appliances intact, and in the same condition with all parts, equipment
and accessories as when delivered to Producer, ordinary wear and tear excepted, and free from all accumulations or deposits from commodities transported in or on the Cars while in the service of Producer. If any Car is not returned to Gavilon free
from such accumulations or deposits, Producer shall reimburse Gavilon for any expense incurred by Gavilon in cleaning such Cars. Producer shall provide Gavilon with a minimum of thirty (30) days’ advance notice of the return date for each
Car, including advice of the last contents of each such Car. In the event that Producer does not return a Car as required under the terms of this Agreement, Customer shall, in addition to any other obligation set forth under the terms of this
Agreement, pay a service charge to Gavilon in the amount of 200% of the then-current rate for such Car. 

  

	12.	Commodity. Producer shall use Cars exclusively in Producer’s own service for the purpose of transporting ethanol. 


 

	13.	Load Limits. Producer agrees to load Cars in accordance with AAR Interchange and DOT Rules. To the extent that any unauthorized overloading occurs, Producer will
indemnify and hold harmless Gavilon and its officers, directors, employees, contractors, and agents from and against any and all loss, cost, liability, claim, damage, fine or expense relating to any act, occurrences or other events of loss from the
loading of any Car in an unauthorized amount during the term of this Agreement. Producer will further indemnify Gavilon against any damage to the Car caused by excess loading on rail and will, immediately upon demand, pay to Gavilon the full cost of
any repairs made necessary and such payment will be treated as additional rent due under this Agreement. 


  
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	14.	Cars Subject to Mortgage, Deed of Trust, Equipment Trust or Assignment. This Agreement and Producer’s rights are subject and subordinate to the rights of
any lender, owner or other party which finances the Cars. Some of the Cars may be subject to the terms of a Mortgage, Deed of Trust, Equipment Trust, Pledge or Assignment or similar security arrangement. The Cars may be stenciled or marked to state
the ownership of such Cars in the name of a mortgagee, trustee, pledgee, assignee or security holder. This Agreement and the rents may have been assigned or may in the future be assigned to the holder of the superior lien on each Car (as determined
by the filings with the Surface Transportation Board or successor entity). However, Producer must pay all rents as and when due to Gavilon until notified to the contrary by any third party reasonably demonstrating to Producer’s satisfaction
that such party is the assignee of this Agreement or the rents and is entitled to be paid directly by Producer. Producer consents to and accepts any such assignments. 


 

	15.	Casualty Cars.  

  

	 	A.	If any Car is destroyed or damaged beyond repair while not in the possession, custody or control of Producer or Producer’s agent or shipper and such destruction or
damage of a Car has been reported in accordance with the Interchange Rules, such Car will be removed from the rental calculations on the date Car hire ceases as set forth in Rules 7 and 8 of the AAR’s Code of Car Hire. Gavilon shall be entitled
to all casualty proceeds from the Car. 

  

	 	B.	If any Car, while in the possession, custody or control of Producer or Producer’s agent or shipper, is destroyed or damaged, Producer shall promptly notify Gavilon
in writing of such damage or destruction. If a Car is totally destroyed, damaged or beyond economic repair, as reasonably determined by Gavilon, the settlement value will be calculated using AAR Rule 107, and Producer will remit to Gavilon within
the earlier of (i) 30 days of receipt of an invoice from Gavilon; or (ii) 90 days of the damage or destruction date. If any Car is totally damaged or destroyed, the rent for such Car will cease to accrue when Gavilon receives notification
of such damage. 

  

	16.	High Mileage Utilization. Upon receipt of Gavilon’s invoice, Producer will pay to Gavilon in a lump sum the Hi-U Amount for each Car on a calendar basis.
The “Hi-U Amount” is the product derived by multiplying the Hi-U Charge for each Car by the Excess Mileage attributed to such Car if the Excess Mileage amount is greater than 1. The formula for determining Excess Mileage of a Car is:


  

									
	 Excess Mileage = Actual Miles Reported -  
	  	 	  	Hi-U Threshold Miles x Number of Days in Service	  	 	  	
		  	 	  	Number of Days in the Calendar Year	  	 	  	

 Where: 
  

	 	•	 	 The Hi-U charge is $0.03; 


  

	 	•	 	 The Hi-U Threshold Miles are 36,000; 


  

	 	•	 	 The Actual Miles Reported is the total of the Car’s miles reported by the railroads in a calendar year; and 



 

	 	•	 	 Days in Service is the total number of days during the applicable calendar year that rent is accruing minus the days the Car is in the shop.




  
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	17.	Warranty; Liability. PRODUCER ACKNOWLEDGES THAT GAVILON IS NOT THE MANUFACTURER OF THE CARS AND THAT GAVILON MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND
WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION REPRESENTATIONS OR WARRANTIES WITH RESPECT TO MERCHANTABILITY, VALUE, CONDITION, QUALITY, DESIGN, CAPACITY, MATERIAL WORKMANSHIP, FITNESS OR SUITABILITY FOR ANY PURPOSE OR OTHERWISE BY
PRODUCER. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN, GAVILON PROVIDES THE CARS “AS-IS” AND WITH ALL FAULTS, AND ALL RISK, AS BETWEEN PRODUCER AND GAVILON, SHALL BE BORNE BY PRODUCER, AT PRODUCER’S EXPENSE UNLESS CAUSED BY THE
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF GAVILON. EXCEPT FOR GAVILON’S GROSS NEGLIGENCE AND WILLFUL MISCONDUCT, GAVILON WILL NOT BE LIABLE TO PRODUCER OR ANY PARTY FOR ANY LOSS OR DAMAGE TO REVENUES, PROFITS, OTHER ECONOMIC LOSS OR GOODWILL OR
OTHER SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT, ANY CARS, OR THE TRANSACTIONS CONTEMPLATED HEREBY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
AGREEMENT, PRODUCER AGREES THAT IN NO EVENT SHALL GAVILON’S AGGREGATE LIABILITY ARISING UNDER, WITH RESPECT TO OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE PAYMENTS ACTUALLY RECEIVED FROM PRODUCER HEREUNDER. 


 

	18.	Letter of Credit. In the event of an Approval, Sections 18A through 18E will be valid and enforceable. In the event of a Non Approval, Sections 18C
through 18E shall be deemed null and void and only Sections 18A and 18B will be valid and enforceable. As partial consideration for Gavilon entering into this Agreement and the other Transaction Agreements, Producer’s parent company,
Advanced BioEnergy, LLC, a Delaware limited liability company, shall post an irrevocable and non-transferable standby letter of credit for the benefit of Gavilon in the amount of $2,500,000 (“LOC Amount”), all in a form as agreed upon by
Gavilon (the “ABE LOC”). The ABE LOC shall include, but not be limited to, the following terms: 

  

	 	A.	In the event that the lease term for the individual Cars as set forth on Exhibit A are not hereafter extended or otherwise amended, the LOC Amount shall be
decreased to (i) $2,000,000 on July 1, 2017 and (ii) $1,500,000 on July 1, 2018. There shall be no requirement to replace or renew the ABE LOC after it has been drawn upon. Any reference to the “LOC Amount” shall refer
to the lesser amounts as set forth herein after the applicable dates referenced unless the lease term for the individual Cars as set forth on Exhibit A are hereafter extended or otherwise amended, in which case the original LOC Amount shall
remain in place unless the Parties otherwise agree. 

  

	 	B.	 Geneva State Bank, or some other financial institution deemed acceptable to Gavilon (“Lender”), shall allow Gavilon to draw upon the ABE LOC
in the full LOC Amount upon Gavilon’s written notice to Lender, with a copy to Producer, stating that there has been (i) an Event of Default by Producer 



  
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under the terms of this Agreement; or (ii) a Non-Approval. There will be no further obligation for an ABE LOC hereunder: (i) after payment of the LOC Amount to Gavilon; (ii) sixty
(60) days after expiration or termination of this Agreement; or (iii) upon a transfer or an assignment of this Agreement pursuant to a Purchaser Change of Control (as defined in Section 28) if Gavilon has reasonably determined, in its
sole discretion, that neither the succeeding party nor the Producer needs to provide a letter of credit. 

  

	 	C.	After drawing the full LOC Amount, Gavilon shall provide written notice to Producer of all amounts due under the terms of this Agreement as of the date of
Gavilon’s notice to Lender. Thereafter, Gavilon shall work in good faith to mitigate Producer’s damages under the terms of this Agreement by trying to re-lease the Cars to other users, all upon terms deemed reasonable by Gavilon (the
“New Lease(s)”). In the event that Gavilon receives net revenues from the New Lease(s) during the remaining term of this Agreement which results in total damages owed by Producer to Gavilon to fall below the full LOC Amount drawn by
Gavilon, then Gavilon shall reimburse Producer for the difference between the LOC Amount and the actual damages owed by Producer to Gavilon under the terms of this Agreement. Any calculation of “net revenues” received by Gavilon under the
New Lease(s) shall exclude (i) any taxes imposed on the Cars due to re-leasing, and (ii) all costs and expenses incurred by Gavilon to (x) obtain possession of the Cars, (y) re-lease the Cars to third parties under the New
Lease(s), including any reasonable internal personnel costs as determined by Gavilon, and (z) enforce this Agreement and the New Lease(s). 

  

	 	D.	Producer acknowledges and agrees that Gavilon’s obligation to reimburse Producer for any differences between the LOC Amount and the actual damages incurred by
Gavilon (as outlined in Section 18C above) shall not impact, alter or diminish Gavilon’s right to draw upon the ABE LOC in the full LOC Amount and/or to enforce any of its other remedies as set forth in this Agreement.


  

	 	E.	Producer and its affiliates shall have reasonable audit rights over Gavilon’s mitigation efforts and related books and records in Section 18C and 18D above
for as long as reasonably necessary even after the termination of this Agreement. Gavilon will cooperate with all of Producer’s reasonable audit requests. 


 

	19.	Indemnification. 

  

	 	A.	Except as may otherwise be provided in this Agreement, Producer shall indemnify, defend and hold harmless Gavilon, its affiliates and their respective officers,
directors, employees, agents, members, managers, shareholders and representatives (collectively “Gavilon Indemnitees”) from and against any and all claims, liabilities, actions, losses, damages, fines, penalties, costs and expenses
including reasonable attorneys’ fees (collectively “Damages”) actually suffered by the Gavilon Indemnitees resulting from: (x) the gross negligence or willful misconduct of Producer, its operating subsidiaries, or any of
their officers, directors, employees, agents, representatives and contractors; or (y) any breach of the Transaction Agreements by Producer. 


  
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	 	B.	Except as may otherwise be provided in this Agreement, Gavilon shall indemnify, defend and hold harmless Producer, its affiliates and their respective officers,
directors, employees, agents, members, managers, shareholders and representatives (collectively “Producer Indemnitees”) from and against any and all Damages actually suffered by the Producer Indemnitees resulting from: (x) the gross
negligence or willful misconduct of Gavilon, its operating subsidiaries, or any of their officers, directors, employees, agents, representatives and contractors hereunder; (y) any breach of the Transaction Agreements by Gavilon; or (z) any
breach of the Master Agreement by Gavilon prior to or subsequent to the date of this Agreement. 

  

	20.	Event of Default. A default shall mean with respect to a Party, the occurrence of any of the following events (and an “Event of Default” shall
mean a default that has not been timely cured pursuant to Section 21): 

  

	 	A.	The failure to make, when due, any payment required pursuant to this Agreement; 


 

	 	B.	Any representation or warranty made by such Party herein is false or misleading in any material respect when made or when deemed made; 


 

	 	C.	The failure to perform any material covenant, condition, or obligation set forth in this Agreement; 


 

	 	D.	Any Party herein shall (i) become subject to any foreclosure proceeding by such Party’s primary lender or other material creditor(s), or (ii) become
insolvent, or shall suffer or consent to or apply for the appointment of a receiver, trustee, custodian or liquidator of itself or any of its property, or shall generally fail to pay its debts as they become due, or shall make a general assignment
for the benefit of creditors; any Party hereunder shall file a voluntary petition in bankruptcy, or seek reorganization, in order to effect a plan or other arrangement with creditors or any other relief under the Bankruptcy Code, Title 11 of the
United States Code, as amended or recodified from time to time, or under any state or federal law granting relief to debtors (collectively “Bankruptcy”); or 


 

	 	E.	Any Party herein shall default on any payment obligation with such Party’s primary lender or other material creditor(s), or such other Party has received notice of
acceleration or demand for payment from such Party’s primary lender or any other material creditor(s), and such payment obligation default is not cured or the primary lender or material creditor does not forbear such payment obligation default,
acceleration or demand for payment within ten (10) days following such default or notice. 


  
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	21.	Right to Cure. If a default arising (i) under Section 20A is not cured within five (5) days after receipt of a notice thereof from
the non-default party, or (ii) under Section 20B or 20C is not cured within fifteen (15) days after receipt of a notice thereof from the non-default party; then the non-defaulting Party may, at any time after the applicable cure
period, terminate this Agreement by written notice. Notwithstanding the foregoing provision, no cure period shall apply to a default arising under Section 20D or 20E, and Producer or Gavilon may, upon the occurrence of a default by the other
Party arising under Section 20D or 20E, immediately suspend further performance under this Agreement, with or without giving notice of such default or notice of termination. 


 

	22.	Non-Waiver of Future Default. No waiver by either Party of any Event of Default by the other Party in the performance of any of the provisions of
this Agreement or any other Transaction Agreement will operate or be construed as a waiver of any other or future Event of Default or defaults, whether of a like or of a different character. 


 

	23.	Cross Default. The occurrence and continuance of an Event of Default under any other Transaction Agreement shall constitute, at the election of the
non-defaulting Party, in its sole and absolute discretion, an Event of Default under this Agreement or any of the other Transaction Agreements (together the “Cross Default”). Upon the occurrence of any Cross Default, Gavilon shall have the
right to draw upon the ABE LOC in the full LOC Amount. A waiver of a Cross Default by the non-defaulting Party pursuant to this Section shall not operate or be construed as a waiver of any other Event of Default or Cross Default.


  

	24.	Financials. Producer agrees to provide Gavilon with such accounting, financial and other information as may be requested in order for Gavilon to
monitor and assess Producer’s credit status during the term of this Agreement. For all periods of time while (i) Producer’s parent corporation is a publicly reporting company and (ii) the ABE LOC remains in place and available
for up to its full amount, Gavilon acknowledges that Producer shall have no obligation to provide any financial information to Gavilon except for (A) information available on EDGAR with regard to Producer’s parent corporation’s
financials and (B) information circulated or discussed by or among the Producer’s Risk Management Committee as disclosed to Gavilon in accordance with certain of the Transaction Agreements. 


 

	25.	Rights and Obligations on Termination or Default. 

  

	 	A.	Upon termination of or an Event of Default under this Agreement, any rights of Gavilon or Producer to payments (i) accrued through any termination of this
Agreement or (ii) which would otherwise arise through the remaining term of this Agreement, shall become immediately due and payable, whereby any termination or an Event of Default under this Agreement shall result in an acceleration of all
indebtedness owed by one Party to the other during the stated term of this Agreement. 

  

	 	B.	The rights and remedies under this Section are cumulative and not exclusive. Upon an Event of Default or termination, the non-defaulting Party shall additionally have
such other and further rights as may be provided at law or in equity, including (i) all rights of set off as contained in this Agreement and (ii) acceleration of all amounts due from Producer to Gavilon under all of the Transaction
Agreements. 


  
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	26.	Insurance Requirements. During the term of this Agreement and for one (1) year thereafter, Producer and Gavilon shall be required to purchase,
maintain and provide proof (via Certificate of Insurance) of the insurance set forth on Exhibit C. 

  

	27.	No Press Releases or Public Announcements. Except as otherwise mandated by applicable law, no Party may issue, or otherwise permit to be issued,
any press release or other public announcement relating to the subject matter or existence of this Agreement without the prior written approval of the other Party, which approval may be withheld in such Party’s sole discretion. Notwithstanding
anything herein contained to the contrary, Producer may file and release any and all information it is required to file, as reasonably determined by Producer, to comply with its securities filing and reporting requirements. 


 

	28.	Assignment. Gavilon may not assign this Agreement without the consent of Producer except that Gavilon may, without the consent of Producer:
(i) transfer, sell, pledge, encumber or assign this Agreement, including the revenues or proceeds hereof, in connection with any financing arrangement of Gavilon; (ii) transfer or assign this Agreement to an affiliate of Gavilon; and
(iii) have a Change of Control. Any assignee of Gavilon shall agree to be bound by the terms and conditions of the Transaction Agreements. Producer may not assign this Agreement without the consent of Gavilon except that Producer may, without
the consent of Gavilon: transfer, sell, pledge, encumber or assign this Agreement, including the revenues or proceeds hereof, in connection with any financing arrangement of Producer. In the event of a Producer Change of Control, Producer shall
assign this Agreement to the succeeding party, provided, however, such assignment has been approved by Gavilon, which approval shall not be unreasonable withheld, and provided that GATX (as defined in Section 33) has approved such assignment.
Each Party will work in good faith as reasonably necessary to support, assist and cooperate with any approved assignment by the other Party. Any assignee of Producer shall agree to be bound by the terms and conditions of the Transaction Agreements.
“Change in Control” means a change in the ownership of a Party, whereby such change results in any person or group (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934), directly or indirectly,
having the ability to control the governing body of such Party. 

 In the event that Producer desires to contract
for any of the Cars directly with GATX at the time of any applicable renewal term for such Cars under the Master Agreement, Gavilon will not interfere with Producer and GATX entering into any such contract, whereupon the Master Agreement between
Gavilon and GATX shall cease with regard to such Cars as of the Expiration Dates set forth on Exhibit A. In the event that Producer does not desire to contract for any of the Cars directly with GATX, or in the event that GATX refuses to enter
into a contract with Producer, Gavilon shall have no obligation to renew the Master Agreement or continue with any sublease of the Cars to Producer after the expiration dates set forth on Exhibit A. 

  
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	29.	Records. Producer and Gavilon will each establish and maintain at all times, true and accurate books, records and accounts relating to their own
transactions under this Agreement in accordance with generally accepted accounting principles applied consistently from year to year in accordance with good industry practices. These books, records and accounts will be preserved by the applicable
Party for a period of at least one (1) year after the expiration of the term of this Agreement. 

  

	30.	Audit of Records. Upon five (5) Business Days notice and during normal business hours, each Party or its designated auditor has the right to
inspect or audit the books, records and accounts of the other Party relating solely to the transactions in this Agreement, provided the right to inspect or audit shall be limited to two (2) calendar years following the completion of any
delivery of Product. Each Party’s audit rights as set forth in this Section shall survive the termination of this Agreement for a period of two (2) years following such termination. Any error or discrepancy detected which has led to an
overpayment or an underpayment between the Parties shall be corrected by an appropriate balancing payment to the underpaid Party or by a refund by the overpaid Party. 


 

	31.	Dispute Resolution. 

  

	 	A.	The Parties shall make a diligent, good faith attempt to resolve all disputes before either Party commences arbitration with respect to the subject matter of any
dispute. If the representatives of the Parties are unable to resolve a dispute within forty five (45) days after either Party gives written notice to the other of a dispute, either Party may, by sending a dispute notice to the other Party,
submit the dispute to binding arbitration in accordance with the Governing Body Arbitration Rules, except as such Governing Body Arbitration Rules may be modified by this Agreement. 


 

	 	B.	An arbitration committee shall be appointed pursuant to the Governing Body Arbitration Rules unless the Parties otherwise agree to some other method of selecting one or
more arbitrators. 

  

	 	C.	The site of the arbitration shall be determined by the Governing Body, unless otherwise agreed by the Parties. 


 

	 	D.	The Parties shall diligently and expeditiously proceed with arbitration. The arbitrator(s) shall decide the dispute by majority of the arbitrators (if applicable). The
arbitrator(s) shall be instructed to render a written decision within forty five (45) days after the conclusion of the hearing or the filing of such briefs as may be authorized by the arbitrator(s), subject to any reasonable delay due to
unforeseen circumstances. Except to the extent the Parties’ remedies may be limited by the terms of this Agreement, the arbitrator(s) shall be empowered to award any remedy available under the laws of the State of Nebraska including, but not
limited to, monetary damages and specific performance. The arbitrator(s) shall not have the power to amend or add to this Agreement. The award of the arbitrator(s) shall be in writing and shall include reasons for such award and shall be signed by
the arbitrator(s). Any award rendered shall be final and binding. Judgment rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. 


  
 11 










	 	E.	The costs of such arbitration shall be determined by and allocated between the Parties by the arbitrator(s) in their award. 


 

	 	F.	This Section constitutes an independent contract between the Parties to, pursuant to the Governing Body Arbitration Rules (except as said Governing Body
Arbitration Rules are modified by the express terms of this Agreement), arbitrate all disputes between the Parties related to this Agreement, including, without limitation, disputes regarding the formation of contract(s) and whether either Party is
entitled to quasi-contractual or quantum meruit recovery from the other Party. 

  

	 	G.	Unless otherwise agreed in writing or as otherwise set forth in this Agreement, the Parties shall each continue to perform their respective obligations hereunder during
any proceeding by the Parties in accordance with this Section; provided, however, Producer must remain current on its rent for the Cars during any proceeding between the Parties and Gavilon must perform and remain current on its rent to GATX for the
Cars during any proceeding between the Parties. 

  

	32.	Inurement. This Agreement will inure to the benefit of and be binding upon the respective successors and permitted assigns of the Parties, and
Producer shall cause the same to be assumed by and to be binding upon any successor owner or operator of the Plants, provided that such successor or assign is reasonably acceptable to Gavilon. 


 

	33.	Master Agreement. As a condition to entering into this Agreement, Producer acknowledges that Gavilon obtained the consent of GATX to sublease the Cars to
Producer, whereby such consent was subject to Producer’s agreement that (i) its rights to the Cars under the terms of this Agreement are subject and subordinate to Gavilon’s rights to the Cars under the Master Agreement and
(ii) this Agreement is subject to all other terms and conditions of the Master Agreement except for the payment terms and the renewal terms (which are otherwise addressed in Section 28 above) set forth in the Master Agreement. Accordingly,
Producer hereby acknowledges and agrees: (i) that its rights to the Cars under the terms of this Agreement are subject and subordinate to Gavilon’s rights to the Cars under the Master Agreement; (ii) that to the extent Gavilon owes
obligations to GATX under the Master Agreement which are more stringent or onerous than the obligations owed by Producer to Gavilon under the terms of this Agreement, then the terms of the Master Agreement shall apply to the obligations owed by
Producer to Gavilon; and (iii) to the extent not otherwise set forth in this Agreement, Producer shall fulfill all obligations owed by Gavilon to GATX under the terms of the Master Agreement. Notwithstanding anything herein contained, to the
extent Gavilon fails to perform on or pay GATX pursuant to the Master Agreement, the Producer may terminate any payments due Gavilon hereunder and instead make such payments directly to GATX, and may continue doing so without being deemed to be a
default or an Event of Default hereof. Such payments to GATX instead of Gavilon may continue until such time as Producer has received reasonable assurances from GATX and Gavilon that Gavilon’s performance and rental payments to GATX are
current. 


  
 12 










	34.	Entire Agreement. This Agreement, together with the other Transaction Agreements, constitutes the entire Agreement between the Parties with respect
to the subject matter contained herein and any and all previous agreements, written or oral, express or implied, between the Parties or on their behalf relating to the matters contained herein shall be given no effect. As a condition to entering
into this Agreement, the Parties acknowledge that they must also enter into the other Transaction Agreements as partial consideration for this Agreement; provided, however, Producer acknowledges that certain of the other Transaction Agreements may
terminate prior to this Agreement and, upon any such termination of the other Transaction Agreements in accordance with their terms, Producer shall still be bound by the terms of this Agreement except as otherwise set forth herein or as otherwise
agreed upon by the Parties. 

  

	35.	Amendments. There will be no modification of the terms and provisions hereof except by the mutual agreement in writing signed by the Parties. Any
attempt to so modify this Agreement in the absence of such writing signed by the Parties shall be considered void and of no effect. 

  

	36.	Governing Law. This Agreement will be interpreted, construed and enforced in accordance with the procedural, substantive and other laws of the
State of Nebraska without giving effect to principles and provisions thereof relating to conflict or choice of law even though one or more of the Parties is now or may do business in or become a resident of a different state. Subject to
Section 31, all disputes arising out of this Agreement shall be resolved exclusively by state or federal courts located in Omaha, Nebraska, and each of the Parties waives any objection that it may have to bring an action in any such court.


  

	37.	Setoff. 

  

	 	A.	In addition to, and without limitation of, any rights hereunder, if Producer becomes insolvent, however evidenced, or upon any Event of Default on the part of Producer,
and Producer fails to cure the Event of Default as permitted by Section 21 within the applicable period specified therein, then any and all amounts due and owing by Producer under this Agreement, and any other Transaction Agreement may be
applied by Gavilon toward the payment of amounts due and owing to Producer under this Agreement, and any other Transaction Agreement. This right of setoff shall be without prejudice and in addition to any right of setoff, net income, recoupment, a
combination of accounts, lien, charge or the right to which Gavilon is at any time otherwise entitled (whether by operation of law, by contract or otherwise). 


 

	 	B.	In addition to, and without limitation of, any rights hereunder, if Gavilon becomes insolvent, however evidenced, or upon any Event of Default on the part of Gavilon,
and Gavilon fails to cure the Event of Default as permitted by Section 21 within the applicable period specified therein, then any and all amounts due and owing by Gavilon under this Agreement, and any other Transaction Agreement may be applied
by Producer toward the payment of amounts due and owing to Gavilon under this Agreement, and any other Transaction Agreement. This right of setoff shall be without prejudice and in addition to any right of setoff, net income, recoupment, a
combination of accounts, lien, charge or the right to which Producer is at any time otherwise entitled (whether by operation of law, by contract or otherwise). 


  
 13 










	38.	Compliance with Laws. This Agreement and the respective obligations of the Parties hereunder are subject to present and future valid laws and valid
orders, rules and regulations of duly constituted authorities having jurisdiction. 

  

	39.	No Partnership; Relationship. This Agreement shall not create or be construed to create in any respect a partnership or any agency or joint venture
relationship between the Parties. The relationship of Gavilon and Producer established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed: to give either Party the power to unilaterally
direct and control the day-to-day activities of the other or to be considered an agent of the other; to constitute the Parties as partners, joint ventures, co-owners or otherwise; or to allow either Party to create or assume any obligation on behalf
of the other Party for any purpose whatsoever. Except as otherwise provided herein, nothing contained in this Agreement shall be construed as conferring any right or benefit on a person not a Party to this Agreement. 


 

	40.	Notice Addresses. Except as specifically otherwise provided herein, any notice or other written matter required or permitted to be given hereunder
by one Party to the other Party pursuant to the terms and conditions of this Agreement, shall be deemed to be sufficiently given if delivered by hand or sent by certified mail, nationally recognized delivery service or by fax, and addressed as
follows: 

  

					
		 	 If to Gavilon:
	  	 Gavilon, LLC
 Eleven ConAgra
Drive
 Omaha, NE 68102-5011
 Attn:
Senior Director – Renewable Fuels
 Fax: (402) 221-0228
 Phone: (402) 889-4300
 E-mail: Scott.Bunz@gavilon.com

			
		 	 With a copy to:    
	  	 Gavilon, LLC
 Eleven ConAgra
Drive, STE 11-160
 Omaha, NE 68102

Fax: (402) 221-0228
 Phone: (402)
889-4027
 Attn: Legal Department

E-mail: Kathryn.Murphy@gavilon.com

			
		 	 If to Producer:
	  	 Advanced BioEnergy, LLC

8000 Norman Center Drive, Suite 610
 Bloomington,
MN 55437
 Fax: 763-226-2725
 Phone:
763-226-2709
 Attn: Richard Peterson

Email: rpeterson@advancedbioenergy.com



  
 14 










					
		 	With a copy to:    	  	 Lindquist & Vennum, P.L.L.P.
 4200 IDS Center
 80 South Eighth Street
 Minneapolis, MN 55402
 Fax: 612-371-3207
 Phone: 612-371-3285
 Attn: Stanley J. Duran
 E-mail: sduran@lindquist.com


 Where this Agreement indicates that notice or information may be provided electronically or by email, such notice or
information shall be deemed provided if sent to the email address of such Party indicated above and shall be effective as of the date sent if sent prior to 5:00 p.m. Central Time on a Business Day, otherwise effective as of the next Business Day.
Either Party may give notice to the other Party (in the manner herein provided) of a change in its address for notice. Any notice or other written matter shall be deemed to have been given and received: if delivered by hand, certified mail or
delivery service on the date of delivery or the date delivery is refused; and, if sent by fax before or during normal business hours, on the Business Day of the sending of the notice and the machine-generated evidence of receipt or if after normal
business hours, on the Business Day following the sending of the notice and the machine generated evidence of receipt. 
  

	41.	Costs to be Borne by Each Party. Producer and Gavilon shall each pay their own costs and expenses incurred in the negotiation, preparation and
execution of this Agreement and of all documents referred to herein. 

  

	42.	Counterparts. This Agreement may be executed in multiple counterparts with the same effect as if Producer and Gavilon had signed the same document
and all counterparts will be construed together and constituted as one and the same instrument. Each counterpart signature may be executed and delivered to the other Party by facsimile machine or electronic transfer, and the signature as so
transmitted shall be as binding upon the executing Party as its original signature, without the necessity of the recipient Party to establish original execution or the existence of such original signature or the document to which affixed, all of
which shall be deemed waived. 

  

	43.	Severability. Any provision of this Agreement which is or becomes prohibited or unenforceable in any jurisdiction shall not invalidate or impair
the remaining provisions of this Agreement, and the remaining terms of this Agreement shall continue in full force and effect or, if allowed by the law of the applicable jurisdiction, it shall be amended so as to most closely conform to the original
intent of this Agreement without the offending provision, and as so amended shall continue in full force and effect. 

  

	44.	Headings; Interpretations. The article and section headings used herein are for convenience of reference only and shall not affect the construction
or interpretation of this Agreement. Unless the context of this Agreement otherwise requires, (i) words of any gender shall be deemed to include each other gender; (ii) words using the singular or plural number shall also include the
plural or singular number, respectively; and (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words shall refer to this entire Agreement. 


 

	45.	Waiver. No delay or omission in the exercise of any right, power or remedy hereunder shall impair such right, power or remedy or be construed to be
a waiver of any default or acquiescence therein. 


  
 15 










	46.	Interpretation. This Agreement shall not be interpreted against the Party drafting or causing the drafting of this Agreement. All Parties hereto
have participated in the preparation of this Agreement. 

  

	47.	Incorporation of Exhibits/Schedules. The exhibits and schedules attached hereto form an integral part of this Agreement and are hereby incorporated herein
by reference. 

  

	48.	Deferred Lease Payment. As a condition to entering into this Agreement, Producer acknowledges that certain rental rates for
the Cars under the Existing Lease are being increased as set forth on Exhibit A. Provided that an Approval has not occurred prior to June 1, 2012, and provided that an Approval subsequently occurs prior to October 1, 2012, then
Producer shall also pay to Gavilon within two (2) business days after the Approval the following amount: $* per calendar month (prorated for any partial month) for the period of time starting on June 1, 2012 and ending on the date of the
Approval. The parties acknowledge that the monthly rate is determined by multiplying $* times the 199 Cars which are described in the Existing Lease. 


  
 16 









 IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be executed and
delivered as of the day and year first above written. 
  

			
	GAVILON, LLC


 
			
		
	By:	 	/s/ illegible


 
			
	Its: VP Trade Operations	 	


 
			
	Date: May 4, 2012	 	


  

			
	ABE SOUTH DAKOTA, LLC
		
	By:	 	/s/ Richard Peterson


 
			
	Its:  CEO	 	


 
			
	Date:  May 4,2012	 	


  

			
	ABE FAIRMONT, LLC
		
	By:	 	/s/ Richard Peterson


 
			
	Its:  CEO	 	


 
			
	Date:  May 4, 2012	 	


 Acknowledgement and Agreement 
 The undersigned officer of Advanced BioEnergy, LLC, a Delaware limited liability company (“Parent Company”), acknowledges and agrees that it is providing the ABE LOC (as described in
Section 18 of this Agreement) as partial consideration for Gavilon, LLC, a Delaware limited liability company, and Gavilon Ingredients, LLC, a Delaware limited liability company (collectively, “Gavilon”), entering into (i) this
Agreement, (ii) two ethanol marketing agreements, each dated concurrently herewith, and (iii) one distillers grains marketing agreement, dated concurrently herewith, in each case with wholly-owned subsidiaries of the Parent Company, and is
not guarantying any payment or performance with respect to the aforementioned agreements except to the extent of its obligations on the ABE LOC. 
  

			
	ADVANCED BIOENERGY, LLC
		
	By:	 	/s/ Richard Peterson


 
			
	Its:  CEO	 	


 
			
	Date: May 4, 2012	 	


 Rail Car Sublease Agreement 
 Signature Page 







 EXHIBIT A 

 

													
	 Car Number
	 	  	Exp. Date	 	  	 Rate
 (Per Car
 Per Month)
	 
	 GATX
	  	 	205930	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205931	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205932	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205933	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205934	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205935	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205936	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205937	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205938	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205939	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205940	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205941	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205942	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205943	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205944	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205945	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205946	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205947	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205948	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205949	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205950	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205951	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205952	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205953	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205954	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205955	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205956	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205957	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205958	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205959	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205960	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205961	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205962	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205963	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205964	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205965	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205966	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205967	  	  	 	6/30/2017	  	  	$	*	  


  
 Exhibit A-1










				                  				                  				                  	
	 GATX
	  	 	205968	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205969	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205970	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205971	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205972	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205973	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205974	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205975	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205976	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205977	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205978	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205979	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205980	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205981	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205982	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205983	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205984	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205985	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205986	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205987	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205988	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205989	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205990	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205991	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205992	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205993	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205994	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205995	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205996	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205997	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205998	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	205999	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	206000	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	206001	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	206002	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	206003	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	206004	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	206005	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	206006	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	206007	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	206008	  	  	 	6/30/2017	  	  	$	*	  


  
 Exhibit A-2










				               				               				               	
	 GATX
	  	 	206009	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	206010	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	206011	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	206012	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	206013	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	206014	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	206015	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	206016	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	206017	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	206018	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	206019	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	206020	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	206021	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	206022	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	206023	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	206024	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	206025	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	206026	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	206027	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	206028	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	206029	  	  	 	6/30/2017	  	  	$	*	  
	 GATX
	  	 	206030	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206031	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206032	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206033	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206034	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206035	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206036	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206037	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206038	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206039	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206040	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206041	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206042	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206043	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206044	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206045	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206046	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206047	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206048	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206049	  	  	 	6/30/2014	  	  	$	*	  


  
 Exhibit A-3










				               				               				               	
	 GATX
	  	 	206050	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206051	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206052	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206053	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206054	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206055	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206056	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206057	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206058	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206059	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206060	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206061	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206062	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206063	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206064	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206065	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206066	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206067	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206068	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206069	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206070	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206071	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206072	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206073	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206074	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206075	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206076	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206077	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206078	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206079	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206080	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206081	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206082	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206083	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206084	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206085	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206086	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206087	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206088	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206089	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206090	  	  	 	6/30/2014	  	  	$	*	  


  
 Exhibit A-4










				               				               				               	
	 GATX
	  	 	206091	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206092	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206093	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206094	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206095	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206096	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206097	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206098	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206099	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206100	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206101	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206102	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206103	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206104	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206105	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206106	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206107	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206108	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206109	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206110	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206111	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206112	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206113	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206114	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206115	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206116	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206117	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206119	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206120	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206121	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206122	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206123	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206124	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206125	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206126	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206127	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206128	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206129	  	  	 	6/30/2014	  	  	$	*	  
	 GATX
	  	 	206130	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206131	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206132	  	  	 	6/30/2019	  	  	$	*	  


  
 Exhibit A-5










				               				               				               	
	 GATX
	  	 	206134	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206135	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206136	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206137	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206138	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206139	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206140	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206141	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206142	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206143	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206144	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206145	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206146	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206147	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206148	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206149	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206150	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206151	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206152	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206153	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206154	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206155	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206156	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206157	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206158	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206159	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206160	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206161	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206162	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206163	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206164	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206165	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206166	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206167	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206168	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206169	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206170	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206171	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206172	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206173	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206174	  	  	 	6/30/2019	  	  	$	*	  


  
 Exhibit A-6










				                  				                  				                  	
	 GATX
	  	 	206175	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206176	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206177	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206178	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206179	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206180	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206181	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206182	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206183	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206184	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206185	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206186	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206187	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206188	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206189	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206190	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206191	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206192	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206193	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206194	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206195	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206196	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206197	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206198	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206199	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206200	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206201	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206202	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206203	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206204	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206205	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206206	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206207	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206208	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206209	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206210	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206211	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206212	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206213	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206214	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206215	  	  	 	6/30/2019	  	  	$	*	  


  
 Exhibit A-7










				                  				                  				                  	
	 GATX
	  	 	206216	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206217	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206218	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206219	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	295220	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206221	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206222	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206223	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206224	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206225	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206226	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206227	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206228	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206229	  	  	 	6/30/2019	  	  	$	*	  


  
 Exhibit A-8









 EXHIBIT C 
 Insurance Requirements 
 Producer shall keep or cause to be kept with insurance companies
acceptable to Gavilon, railroad liability or commercial general liability insurance with no rail cars operations exclusions, including sudden and accidental pollution liability coverage, property damage and bodily injury in a combined single limit
of not less than $2,000,000 per occurrence. Producer shall provide to Gavilon on or prior to delivery and within fifteen (15) days after policy expiration or replacement thereof, original signed certificates of insurance in such form and terms
as required by Gavilon including any other reasonable policy information that Gavilon may require from time to time to evidence Producer’s compliance. 
 Exhibit C 







 EXHIBIT D 

 

				                  				                  				                  	
	 GATX
	  	 	206130	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206131	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206132	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206134	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206135	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206136	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206137	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206138	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206139	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206140	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206141	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206142	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206143	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206144	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206145	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206146	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206147	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206148	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206149	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206150	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206151	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206152	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206153	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206154	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206155	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206156	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206157	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206158	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206159	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206160	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206161	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206162	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206163	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206164	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206165	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206166	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206167	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206168	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206169	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206170	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206171	  	  	 	6/30/2019	  	  	$	*	  

 Exhibit D-1 








				                  				                  				                  	
	 GATX
	  	 	206172	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206173	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206174	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206175	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206176	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206177	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206178	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206179	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206180	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206181	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206182	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206183	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206184	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206185	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206186	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206187	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206188	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206189	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206190	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206191	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206192	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206193	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206194	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206195	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206196	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206197	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206198	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206199	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206200	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206201	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206202	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206203	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206204	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206205	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206206	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206207	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206208	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206209	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206210	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206211	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206212	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206213	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206214	  	  	 	6/30/2019	  	  	$	*	  

 Exhibit D-2 








				                  				                  				                  	
	 GATX
	  	 	206215	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206216	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206217	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206218	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206219	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206220	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206221	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206222	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206223	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206224	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206225	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206226	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206227	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206228	  	  	 	6/30/2019	  	  	$	*	  
	 GATX
	  	 	206229	  	  	 	6/30/2019	  	  	$	*	  

 Exhibit D-3 







 EXHIBIT E 
 Existing Leases 
 That certain Rail Car Sublease Agreement dated September 23, 2010,
by and between Gavilon and Producer I, as amended by that certain First Amendment of Rail Car Sublease dated January 25, 2012. 
 The ACFX
Cars are: 
  

					
	 ACFX
	  	 	71286	  
	 ACFX
	  	 	73136	  
	 ACFX
	  	 	79426	  
	 ACFX
	  	 	79726	  
	 ACFX
	  	 	200267	  
	 ACFX
	  	 	200268	  
	 ACFX
	  	 	200270	  
	 ACFX
	  	 	200271	  
	 ACFX
	  	 	200272	  
	 ACFX
	  	 	200273	  
	 ACFX
	  	 	200274	  
	 ACFX
	  	 	200275	  
	 ACFX
	  	 	200276	  
	 ACFX
	  	 	200278	  

 Exhibit E