Vertex Energy Inc. 8-K


Exhibit
10.4


 


	d a T E D	A P R I L  1 ,  2 0 2 2




 


		( 1 )	M A C Q U A R I E   E N E R G Y   N O R T H   A M E R I C A   T R A D I N G   I N C .



 


		( 2 )	V e r t e x   R e f i n i n g   A l a b a m a   L L C



 


S U P P L Y   A N D   O F F T A K E   A G R E E M E N T


 





		Reed
                                         Smith llp

         

        r e e d s m i t h . c o m





 






     


     


    

 


CONTENTS


 


clause


 




	1   	DEFINITIONS AND CONSTRUCTION	1
	2  	CONDITIONS
TO COMMENCEMENT	21
	3  	TERM
OF AGREEMENT	26
	4   	COMMENCEMENT DATE TRANSFER	26
	5   	PURCHASE AND SALE OF CRUDE OIL	27
	6   	PURCHASE PRICE FOR CRUDE OIL	34
	7   	TARGET INVENTORY LEVELS AND DIFFERENTIAL ADJUSTMENT	35
	8  	PURCHASE AND DELIVERY OF PRODUCTS	38
	9  	ANCILLARY
COSTS and MONTH END INVENTORY	42
	10  	Pledge over MacquArie’s Property	43
	11  	PAYMENT
PROVISIONS	44
	12   	Eligible Hydrocarbon Inventory	46
	13 	INDEPENDENT
INSPECTORS; STANDARDS OF MEASUREMENT	46
	14   	FINANCIAL INFORMATION; CREDIT SUPPORT	47
	15  	REFINERY TURNAROUND, MAINTENANCE AND CLOSURE	50
	16   	TAXES	52
	17 	INSURANCE	53
	18  	FORCE MAJEURE	54
	19  	REPRESENTATIONS, WARRANTIES AND COVENANTS	55
	20  	DEFAULT
AND TERMINATION	61
	21  	SETTLEMENT
AT TERMINATION	67
	22 	INDEMNIFICATION;
EXPENSES	70
	23 	LIMITATION
ON DAMAGES	71
	24   	RECORDS AND INSPECTION THEREOF	71
	25  	CONFIDENTIALITY	72
	26  	GOVERNING
LAW	72
	27   	ASSIGNMENT	72
	28  	NOTICES	73
	29  	NO
WAIVER, CUMULATIVE REMEDIES	73
	30   	NATURE OF THE TRANSACTION AND RELATIONSHIP OF PARTIES	73
	31   	Amendments and Modifications	73
	32   	MISCELLANEOUS	74



 






    CONTENTS PAGE 1 


     


    

 


SCHEDULES


 




	SCHEDULE	DESCRIPTION	 	 
	 	 	 	 
	SCHEDULE A	Company Storage Locations	 	5
	SCHEDULE B   	Products and Product Specifications	 	41
	SCHEDULE C   	Monthly True-Up Amounts	 	31
	SCHEDULE D  	Minimum
and Maximum Inventory Levels	 	81
	SCHEDULE E   	Included tanks	 	10
	SCHEDULE F   	FORM OF INVENTORY REPORTS	 	44
	SCHEDULE G  	Initial
Inventory Targets	 	27
	SCHEDULE H 	current
month pricing benchmarks	 	6
	SCHEDULE I 	SCHEDULING
AND COMMUNICATIONS PROTOCOL	 	34
	SCHEDULE J  	[rESERVED]	 	101
	SCHEDULE K  	NOTICES	 	73
	SCHEDULE L   	FORM OF TRANSACTION SUPPLEMENT	 	29
	SCHEDULE M  	FORM
OF STEP-OUT INVENTORY SALES AGREEMENT	 	17
	SCHEDULE N	Form of REFINERY PRODUCT VOLUME REPORT	 	48
	SCHEDULE O  	Form
of INCLUDED STORAGE LOCATIONS	 	10
	SCHEDULE P   	Forecast of the Target Month End Crude Inventory Volume
and Target Month End Product Volume	 	27
	SCHEDULE Q  	MONTHLY
CRUDE FORECAST	 	27
	SCHEDULE R  	WEEKLY
Crude PROJECTION	 	28
	SCHEDULE S   	WEEKLY PRODUCT PROJECTION	 	40
	SCHEDULE T 	MONTHLY
PRODUCT ESTIMATE	 	40



 






    CONTENTS PAGE 2 


     


    

 


THIS
SUPPLY AND OFFTAKE AGREEMENT (this “Agreement”) is dated April 1, 2022 (the “Effective Date”),


 


BETWEEN:



 


		(1)	Macquarie
                                         Energy North America Trading Inc. (“Macquarie”), a Delaware corporation,
                                         located at 500 Dallas Street, Suite 3300 Houston, Texas 77002; and



 


		(2)	Vertex
                                         Refining Alabama LLC (the “Company”), a Delaware limited liability
                                         company, located at 1331 Gemini St Ste 250, Houston, Texas, TX 77058-2764 United States



 


each
referred to individually as a “Party” or collectively as the “Parties”.


 


recitals


 


(A)             WHEREAS,
the Company owns and operates a crude oil refinery located in Mobile, Alabama (the “Refinery”) for the processing
and refining of Crude Oil (as defined below) and other feedstocks and the recovery therefrom of refined products;


 


(B)             WHEREAS,
the Company desires Macquarie to sell Crude Oil to the Company for use at the Refinery and for Macquarie to purchase all Products
(as defined below) upon and subject to the terms and conditions set forth below;


 


(C)             WHEREAS,
it is contemplated that, Macquarie shall (a) on the Commencement Date (as defined below), purchase from the Company all Crude
Oil and Products then being stored at the Included Storage Locations (as defined below); (b) purchase from the Company certain
Products produced by the Refinery during the term of this Agreement; (c) sell and deliver Crude Oil and Products to the Company
and certain Customers of the Company pursuant to the terms of this Agreement; (d) provide certain other financial accommodations
to the Company based on Crude Oil and Products being stored at Company Storage Locations (as defined below) from time to time
and otherwise being purchased and sold pursuant to the terms of this Agreement.


 


(D)             WHEREAS,
it is contemplated that during the Term of this Agreement, that (i) Macquarie will have title and risk of loss of Crude Oil and
Products while they are located in Crude Storage Tanks and Included Storage Locations, respectively, and (ii) Company will have
title and risk of loss of Crude Oil and Products while they are not in Crude Storage Tanks or Included Storage Locations;


 


(E)             WHEREAS,
it is contemplated that upon the termination of this Agreement, Macquarie shall transfer to the Company, through novations or
reassignments, various contractual rights pursuant to the termination provisions provided herein, and is expected (but is not
required) to sell to the Company all of Macquarie’s Crude Oil and Products inventory held in Included Storage Locations,
in accordance with the Step Out Inventory Sales Agreement (as defined below); and


 


(F)             WHEREAS,
the Parent (as defined below) shall derive substantial benefit from the transactions contemplated hereby and by the other Transaction
Documents, and has agreed to guarantee all obligations of the Company hereunder and under the other Transaction Documents pursuant
to the Guaranty.


 


(G)             NOW,
THEREFORE, in consideration of the premises and respective promises, conditions, terms and agreements contained herein, and
other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties do agree as follows:


 


		1	DEFINITIONS
                                         AND CONSTRUCTION



 


		1.1	Definitions.



 


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


 


“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.
The term “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 but does not necessarily mean one particular practice, method, specification
or standard in all cases and is instead intended to encompass a broad range of acceptable practices, methods and standards.


 






    1 


     


    

 


“Additional
Financing Agreement” has the meaning specified in Section 19.3(k).


 


“Affected
Obligations” has the meaning specified in Section 18.3.


 


“Affected
Party” has the meaning specified in Section 18.1.


 


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


 


“Aggregate
Product Purchase Amounts” has the meaning specified in Section 8.9(b)(i).


 


“Aggregate
Product Sale Amount” has the meaning specified in Section 8.9(a)(i).


 


“Agreement”
has the meaning specified in the introductory paragraph of this Agreement.


 


“Ancillary
Costs” means, to the extent reasonably demonstrated by Macquarie by trade ticket, invoice or other supporting documentation
and without duplication, (i) any amounts payable by Macquarie under the Plains Agreements, (ii) all transportation costs, liabilities,
and risks associated with transportation to a Crude Intake Point (including, without limitation, pipeline, truck, or freight costs,
port costs, terminaling costs, demurrage, bunkers, losses, inspections, liabilities and risks associated with operations at a
third party terminal, extra tugs, pipeline scheduling issues or pro-ration issues, vessel delays, and Force Majeure events) in
each case pursuant to the Tripartite Crude Supply Agreement, and (iii) all freight, pipeline, transportation, storage, tariffs
and other out of pocket costs and expenses incurred as a result of the purchase, movement and storage of Crude Oil or Products
undertaken in connection with or required for purposes of this Agreement (whether or not arising under Macquarie Crude Procurement
Contracts and regardless of the point at which or terms upon which delivery is made under any such Macquarie Crude Procurement
Contract), including, fees and expenses, any cost relating to insurance taken out by Macquarie, broker’s and agent’s
fees, pipeline transportation costs, pipeline transfer and pumpover fees, pipeline throughput and scheduling charges (including
any fees and charges resulting from changes in nominations undertaken to satisfy delivery requirements under this Agreement),
pipeline and other common carrier tariffs, blending, tankage, linefill and throughput charges, pipeline demurrage, superfund and
other comparable fees, processing fees (including fees for water or sediment removal or feedstock decontamination), merchandise
processing costs and fees, any charges imposed by any Governmental Authority, user fees, fees and costs for any credit support
provided to any third party with respect to any transactions contemplated by this Agreement and any pipeline compensation or reimbursement
payments that are not timely paid by the pipeline to Macquarie. Ancillary Costs will also include, without duplication, out of
pocket expenses associated with the cost of operation of transportation, storage or other facilities assigned hereunder to Macquarie
by the Company, reasonable and documented third party out of pocket legal fees, tax advisory fees, and out of pocket expenses
incurred by Macquarie in connection with any of the Transaction Documents and any amounts payable by Macquarie pursuant to any
indemnity granted in favour of the Permitted Supplier or a third party product offtaker under and in accordance with the terms
of the Tripartite Crude Supply Agreement, the Convenience Exchange Agreement and/or an Intermediated Product Offtake Contract.
Notwithstanding the foregoing, the following shall not be considered Ancillary Costs: (i) Macquarie’s hedging costs in connection
with this Agreement or any of the transactions contemplated by this Agreement (but such exclusion shall not change or be deemed
to change the manner in which Related Hedges are addressed under Articles 20 and 21 below), (ii) any costs, fees,
expenses, liabilities or risks, in each case, to the extent that Macquarie has otherwise been compensated therefor under this
Agreement, any of the other Transaction Documents or any other agreement in any payment made hereunder or thereunder, including
pursuant to any true-up, adjustment, or netting mechanism provided hereunder or thereunder, but only to the extent so compensated,
or (iii) any costs, fees, expenses, liabilities or risks which Macquarie has agreed, in accordance with the express terms hereof
or any other Transaction Document or agreement, shall be solely for Macquarie’s own account. In no event shall “Ancillary
Costs” include (i) any costs or expenses that are not paid or payable out of pocket by Macquarie to a third party, (ii)
any overhead allocations or other internal costs or amounts which are not due to third parties, (iii) any taxes; and (iv) except
as otherwise provided in Section 13.2, any costs of Macquarie’s Inspector under or in respect of the Transaction Documents.


 






    2 


     


    

 


“Anti-Corruption
Laws” means the United States Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, as amended, and all
other Applicable Laws and regulations or ordinances concerning or relating to bribery, money laundering or corruption in any jurisdiction
in which the Company, the Parent or any of Subsidiary or Affiliate thereof is located or is doing business.


 


“Anti-Money
Laundering Laws” means the Applicable Laws, statutes, regulations or rules in any jurisdiction in which the Company,
the Parent, any Affiliate or Subsidiary thereof is located or is doing business that relates to money laundering, any predicate
crime to money laundering, or any financial record keeping and reporting requirements related thereto, including, but not limited
to, the Bank Secrecy Act (31 U.S.C. § 5311 et seq.) and the USA Patriot Act.


 


“Applicable
Law” means (i) any law, statute, regulation, code, ordinance, license, decision, order, writ, injunction, decision,
directive, judgment, policy, decree and 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 Environmental
Law, in each case as may be applicable to either Party or the subject matter of this Agreement.


 


“Authorization”
means an authorization, consent, approval, resolution, license, exemption, filing, notarization, permit, permission or registration.


 


“Authorized
Representatives” means the list of individuals authorized by each Party to agree amendments to an Operational Schedule
by an exchange of e-mails, as such list may be amended, modified, updated or varied from time to time.


 


“Bank
Holiday” means any day (other than a Saturday or Sunday) on which banks are authorized or required to close in the State
of New York.


 


“Bankrupt”
means a Person that (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 as a group, (iv) institutes 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, (v) has a resolution passed for
its winding-up 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) has a secured party take possession of all or substantially all of its assets,
or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially
all of its assets, (viii) 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, (ix) has instituted against it a proceeding seeking a judgment of insolvency
or bankruptcy under any bankruptcy or insolvency law or other similar law affecting creditors’ rights and such proceeding
is not dismissed within sixty (60) days or (x) takes any action in furtherance of, or indicating its consent to, approval of,
or acquiescence in, any of the foregoing events.


 


“Bankruptcy
Code” means Title 11, U.S. Code.


 


“Bankruptcy
Law” means the Bankruptcy Code, as amended from time to time, or any similar federal or state law for the relief of
debtors.


 


“Barrel”
means forty-two (42) net U.S. gallons, measured at 60° F.


 


“Base
Agreements” means (a) the Plains Agreements, (b) any agreements hereafter entered into between the Company and any third
party pursuant to which the Company acquires any rights to use storage tanks or pipelines that the Company elects to be treated
as, or that are, Crude Storage Tanks, Included Crude Pipelines, Included Product Pipelines, the Included Product Tanks or Company
Storage Locations, and (c) any agreement entered into by Company with Parent or any of Parent’s Subsidiaries, relating to
the Refinery and/or the operation or maintenance of the Refinery, including any related agreements related to Crude Oil and Products
in connection with the Refinery.


 


“Beneficial
Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating
the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act),
such “person” shall be deemed to have beneficial ownership of all securities that such “person” has the
right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable
only upon the occurrence of a subsequent condition.


 






    3 


     


    

 


“Best
Available Inventory Data” means the daily inventory reports produced by the Company or third parties in respect of the
Crude Storage Tanks, Included Product Tanks, Included Crude Pipelines, Included Product Pipelines and Company Storage Locations,
in the form specified in Schedule F.


 


“Board
of Directors” means: (1) with respect to a corporation, the board of directors of the corporation or any committee thereof
duly authorized to act on behalf of such board; (2) with respect to a partnership, the board of directors or board of managers
of the general partner of the partnership or, if such general partner is itself a limited partnership, then the board of directors
or board of managers of its general partner; (3) with respect to a limited liability company, the board of managers or directors,
the managing member or members or any controlling committee of managing members thereof; and (4) with respect to any other
Person, the board or committee of such Person serving a similar function.


 


“Business
Day” means any day that is not a Saturday, Sunday, or Bank Holiday.


 


“Capital
Stock” means: (1) in the case of a corporation, corporate stock; (2) in the case of an association or business
entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;
(3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership
interests; and (4) 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 assets of, the issuing Person.


 


“Cash
Equivalents” means(a) securities issued or directly and guaranteed or insured by the United States or any agency or
instrumentality thereof having maturities of not more than two (2) years from the date of acquisition; (b) securities issued by
any state of the United States or any political subdivision of any such state or any public instrumentality thereof having maturities
of not more than one (1) calendar year from the date of acquisition and having one of the two highest ratings from either Standard
& Poor’s, a division of The McGraw-Hill Companies, Inc., or Moody’s Investors Service, Inc.; (c) certificates
of deposit, denominated solely in U.S. Dollars, maturing within two years after the date of acquisition, issued by any commercial
bank organized under the laws of the United States or any state thereof or the District of Columbia or that is a U.S. subsidiary
of a foreign commercial bank; in each of the foregoing cases, solely to the extent that: (i) such commercial bank’s short-term
commercial paper is rated at least A-1 or the equivalent by Standard & Poor’s, a division of The McGraw-Hill Companies,
Inc., or at least P-1 or the equivalent thereof by Moody’s Investors Service, Inc. (any such commercial bank, an “Approved
Bank”); or (ii) the par amount of all certificates of deposit acquired from such commercial bank are fully insured by
the Federal Deposit Insurance Corporation; or (d) commercial paper issued by any Approved Bank (or by the parent company thereof),
in each case maturing not more than twelve months after the date of the acquisition thereof.


 


“Change
in Law” means, with respect to a Party, an enactment of any new Applicable Law, a modification or change in the interpretation
or application of any existing Applicable Law (in each case, which is generally settled or accepted), the imposition of a requirement
for an Authorization and/or a change in the terms and conditions attached to an Authorization, in each case which:


 


		(a)	was
                                         not reasonably foreseeable as of the date of this Agreement;



 


		(b)	is
                                         not a response by a Governmental Authority with competent jurisdiction to such Party’s
                                         breach, violation or other non-compliance with the terms of an Applicable Law or Authorization.



 


“Change
of Control” means an event or series of events by which:


 


		(a)	the
                                         Parent ceases to be the Beneficial Owner, directly or indirectly, of 100% of the Capital
                                         Stock of the Company;



 


		(b)	any
                                         “person” or “group” (as such terms are used in Sections 13(d)
                                         and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit
                                         plan of such person or its Subsidiaries, and any person or entity acting in its capacity
                                         as trustee, agent or other fiduciary or administrator of any such plan) becomes the Beneficial
                                         Owner, directly or indirectly, of 50% or more of the Capital Stock of the Company or
                                         the Parent, entitled to vote for members of the Board of Directors or equivalent governing
                                         body of the Company or the Parent on a fully-diluted basis (and taking into account all
                                         such securities that such person or group has the right to acquire pursuant to any option
                                         right); or



 






    4 


     


    

 


		(c)	during
                                         any period of 12 consecutive months, a majority of the members of the Board of Directors
                                         or other equivalent governing body of the Company or the Parent cease to be composed
                                         of individuals (i) who were members of that board or equivalent governing body on the
                                         first day of such period, (ii) whose election or nomination to that board or equivalent
                                         governing body was approved by individuals referred to in clause (i) above constituting
                                         at the time of such election or nomination at least a majority of that board or equivalent
                                         governing body or (iii) whose election or nomination to that board or other equivalent
                                         governing body was approved by individuals referred to in clauses (i) and (ii) above
                                         constituting at the time of such election or nomination at least a majority of that board
                                         or equivalent governing body.



 


“CL
Affected Party” has the meaning given to it in Section 20.2(a)(i).


 


“Code”
means the Internal Revenue Code of 1986, as amended.


 


“Commencement
Date” has the meaning specified in Section 2.3(a).


 


“Commencement
Date Crude Oil Volumes” means the total quantity of Crude Oil in the Crude Storage Tanks purchased by Macquarie on the
Commencement Date, pursuant to the Inventory Sales Agreement.


 


“Commencement
Date Products Volumes” means the total quantities of the Products in the Included Product Locations purchased by Macquarie
on the Commencement Date, pursuant to the Inventory Sales Agreement.


 


“Commencement
Date Purchase Value” means, with respect to the Commencement Date Volumes, initially the Estimated Commencement Date
Value until the Definitive Commencement Date Value has been determined and thereafter the Definitive Commencement Date Value.


 


“Commencement
Date Volumes” means, collectively, the Commencement Date Crude Oil Volumes and the Commencement Date Products Volumes.


 


“Company”
has the meaning specified in the introductory paragraph of this Agreement.


 


“Company
Interim Payment” has the meaning set forth in Section 11.1(b).


 


“Company
Product Inventory” means, as of any day, Eligible Hydrocarbon Inventory consisting of Products that are then held at
a Company Storage Location.


 


“Company
Storage Location” means the storage tanks and pipelines identified as such in Schedule A.


 


“Convenience
Exchange Agreement” means the convenience exchange agreement between Macquarie, the Company and Equilon Enterprises
LLC, dba Shell Oil Product US, dated on or about the date of this Agreement for the delivery of certain Products by SOPUS to Macquarie,
and the redelivery of an equivalent quantity of Products by Macquarie to SOPUS, which contract arises in connection with the contract
for the offtake of Regular CBOB, Premium CBOB and ULSD between the Company and Equilon Enterprises LLC, dba Shell Oil Product
US, dated April 1, 2022 and the associated Tripartite Product Offtake Agreement.


 


“Costs”
has the meaning set forth in the definition of “Liabilities”.


 


“Credit
Agreement Documents” means, collectively, the Existing Financing Agreement, each Note, the Warrants, the Warrant Agreement,
the Agent Fee Letter, the Fee Letter, any Joinder Agreement, each Notice of Borrowing, the Intellectual Property Security Agreement,
the Control Agreement(s), the Collateral Access Agreements, the Collateral Pledge Agreement, any Subordination Agreement (each
as defined in the Existing Financing Agreement and all other documents, instruments and agreement executed or delivered at any
time in connection therewith, including any intercreditor or joinder agreement among holders of Credit Agreement Obligations,
to the extent such are effective at the relevant time).


 






    5 


     


    

 


“Credit
Agreement Obligations” means all debt, principal, interest, fees, charges, Lender Expenses (as defined in the Existing
Financing Agreement) and other amounts owing by the Company and each Guarantor (as defined in the Existing Financing Agreement)
to Cantor Fitzgerald Securities, as agent to the lenders under the Existing Financing Agreement, of any kind and description whether
arising under or pursuant to or evidenced by the Credit Agreement Documents, and whether or not for the payment of money, whether
direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, including the principal and
interest due with respect to the Term Loans (as defined in the Existing Financing Agreement), and further including all Lender’s
Expenses that the Company and each Guarantor is required to pay or reimburse by the Credit Agreement Documents, by law, or otherwise.


 


“Credit
Support” means “Collateral” as defined in the Pledge and Security Agreement.


 


“Crude
Cargo Rollover Barrels” means, as of any applicable day, the volumes of Crude Oil which Macquarie has contracted to
purchase pursuant to Macquarie Crude Procurement Contracts which have completed pricing as of such day and for which
Macquarie has not yet paid a Third Party Supplier Crude Purchase Amount pursuant to Section 6.4.


 


“Crude
Delivery Point” means, in relation to a sale of Crude Oil from Macquarie to the Company for processing at the Refinery,
the first inlet flange of the relevant Refinery processing unit, and, in relation to any other sale of Crude Oil by Macquarie
from an Included Storage Location, the relevant delivery point as determined in accordance with the relevant Included Crude Sales
Transaction or, if such Crude Oil is being sold to the Company pursuant to Section 5.4(a)(ii), the exit flange from the
applicable Included Storage Location or as otherwise agreed between the Parties.


 


“Crude
Intake Point” means, in relation to a delivery of Crude Oil to Macquarie at an Included Storage Location pursuant to
a Macquarie Crude Procurement Contract, the relevant delivery location as determined in accordance with such Macquarie Crude Procurement
Contract or, in relation to a purchase of Crude Oil by Macquarie from the Company, as agreed between the Parties.


 


“Crude
Oil” means crude oil of any type or grade, excluding any Sludge.


 


“Crude
Oil or Product Differential” means any Differential applicable to a Current Month Pricing Benchmark with respect to
Crude Oil or Product as shall be set forth on Schedule H and as may be adjusted from time to time pursuant to Section
7.4.


 


“Crude
Purchase Adjustment” has the meaning specified in Section 6.4.


 


“Crude
Sales Proposal” has the meaning specified in Section 5.4(b)(i).


 


“Crude
Storage Tanks” means any of the tanks at the Refinery listed on Schedule E that store Crude Oil, including, as
applicable, any related facilities or pipelines owned by the Company or Plains Marketing, L.P. and used in connection with such
tanks.


 


“Crude
Transaction” has the meaning given to that term in the Master Agreement.


 


“Current
Financial Statements” means:


 


		(a)	audited
                                         consolidated balance sheet of the Parent and its Subsidiaries for the fiscal year ended
                                         December 31, 2020, and the related consolidated statement of operations, shareholder’s
                                         equity and cash flows for the fiscal year then ended; and



 


		(b)	the
                                         unaudited consolidated balance sheet of the Parent and its Subsidiaries for the twelve
                                         (12) months ended December 31, 2021, and the related consolidated statement of operations
                                         and cash flows for the twelve (12) months then ended.



 


“Current
Month Pricing Benchmark(s)” means, for any month and with respect to a particular Pricing Group, the pricing index,
formula or benchmark plus or minus the applicable Differential (if any) set forth on and determined in accordance with Schedule
H for such month.


 


“Customer”
means any third party purchaser of Crude Oil or Products from Macquarie (other than the Company).


 






    6 


     


    

 


“Daily
Crude Purchases” means for any day, Macquarie’s estimate of the aggregate volume of Crude Oil purchased by Macquarie
from Company at any Crude Intake Point.


 


“Daily
Crude Sales” means on any Delivery Date the volume of Crude Oil sold at a Crude Delivery Point by Macquarie to Company,
other than sales pursuant to Section 5.4(a)(ii).


 


“Daily
Prices” means, with respect to a particular Pricing Group, the Current Month Pricing Benchmark applicable to such Pricing
Group on any Delivery Date.


 


“Daily
Product Purchases” means, for any day and Product Group, Macquarie’s estimate of the aggregate volume of such
Product purchased by Macquarie from the Company during such day pursuant to (i) Section 8.1(a) or (ii) Section 8.1(c).


 


“Daily
Product Sales” means, for any day and Product Group, Macquarie’s estimate of the aggregate sales volume of such
Product sold by Macquarie during such day to Company.


 


“Default”
means any event that, with notice or the passage of time, would constitute an Event of Default.


 


“Default
Interest Rate” has the meaning given to that term in the Fee Letter.


 


“Defaulting
Party” has the meaning specified in Section 20.4(a).


 


“Definitive
Commencement Date Value” has the meaning specified in the Inventory Sales Agreement.


 


“Delivery
Date” means any day.


 


“Delivery
Month” means, with respect to Crude Oil, the calendar month in which Crude Oil is to be delivered into one or more Crude
Storage Tanks or Included Crude Pipelines and, with respect to Products, the month in which Product is to be delivered into one
or more Included Product Locations or Company Storage Locations.


 


“Derivative
Transaction” means any obligation in respect of any transaction in the nature of a transaction as described in the definition
of Specified Transaction and any reference to the amount of Specified Indebtedness becoming, or becoming capable of being declared,
due and payable shall, in the case of a Derivative Transaction, refer to the amount that becomes, or would become, due and payable
as a result of the termination of such Derivative Transaction.


 


“Determining
Party” has the meaning specified in Section 20.4(c).


 


“Differential”
means, for each Current Month Pricing Benchmark, the amount added to or subtracted from the applicable pricing index, formula
or benchmark set forth on Schedule H to determine such Current Month Pricing Benchmark. The Differentials applicable during
the Term, shall be as set forth on Schedule H and as may be adjusted from time to time pursuant to Section 7.4.


 


“Disclosure
Letter” means the disclosure letter/perfection certificate dated as of the Commencement Date containing certain information
and schedules delivered by the Company and the Parent to Macquarie.


 


“Effective
Date” has the meaning specified in the introductory paragraph of this Agreement.


 


“Eligible
Hydrocarbon Inventory” means, as of any day, Eligible Lien Products owned by the Company that are subject to a valid,
first priority perfected Lien and security interest in favor of Macquarie, including, without limitation, the aggregate volume
of such Eligible Lien Products constituting linefill; provided that, unless Macquarie shall otherwise elect in its reasonable
discretion, Eligible Hydrocarbon Inventory shall not include any Hydrocarbon:


 


		(a)	that
                                         is held on consignment or not otherwise owned by the Company, as applicable;



 


		(b)	that
                                         is unmerchantable or damaged product or constitutes product that is permanently off-spec;



 






    7 


     


    

 


		(c)	that
                                         is subject to any other Lien whatsoever (other than Permitted S&O Liens);



 


		(d)	that
                                         consists solely of chemicals (other than commodity chemicals maintained in bulk), samples,
                                         prototypes, supplies, or packing and shipping materials;



 


		(e)	that
                                         has been sold to a customer of the Company, as applicable;



 


		(f)	that
                                         is not located at a Company Storage Location;



 


		(g)	that
                                         is not currently either useable or saleable, at market price, in the normal course of
                                         the Company’s, business; or



 


		(h)	that
                                         is not identified on Schedule A, unless otherwise mutually agreed by the Parties.



 


“Eligible
Lien Product” means liquefied petroleum gas.


 


“Ending
Company Product Inventory” has the meaning specified in Section 9.2(a).


 


“Ending
In-Tank Crude Inventory” has the meaning specified in Section 9.2(a).


 


“Ending
In-Tank Product Inventory” has the meaning specified in Section 9.2(a).


 


“Environmental
Law” means any existing or past Applicable Law, 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.


 


“Equity
Interests” mean shares of capital stock, partnership interests, membership interests in a limited liability company,
beneficial interests in a trust or other equity interests in any Person, and any option, warrant, convertible debt or other right
entitling the holder thereof to purchase or otherwise acquire any such equity interest.


 


“EST”
means the prevailing time in the Eastern time zone of the United States of America.


 


“Estimated
Commencement Date Value” has the meaning specified in the Inventory Sales Agreement.


 


“Estimated
Termination Amount” has the meaning specified in Section 21.2(b).


 


“Estimated
Yield” has the meaning specified in Section 8.3(a).


 


“Event
of Default” has the meaning set forth in Section 20.1.


 


“Excess
Inventory Level” has the meaning specified in Section 7.7.


 


“Excess
Quantity” has the meaning specified in Section 7.8(a).


 


“Exchange
Act” means the Securities Exchange Act of 1934.


 


“Existing
Financing Agreements” means that certain Loan and Security Agreement, dated as of the date hereof, by and among the
Company, as borrower, the other parties party thereto from time to time as guarantors, Cantor Fitzgerald Securities, as agent
for the lenders and the lenders party thereto from time to time.


 


“Expiration
Date” has the meaning specified in Section 3.1.


 


“FATCA”
mean Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement
entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into in connection with the implementation
of such Sections of the Code, and any fiscal or regulatory legislation, rules or practices adopted pursuant to any such intergovernmental
agreement.


 






    8 


     


    

 


“Fee
Letter” means that certain letter from Macquarie to the Company, executed on or before the Commencement Date and as
from time to time thereafter amended and/or restated, which identifies itself as the “Fee Letter” for purposes hereof,
and pursuant to which the Parties have set forth the amounts for and other terms relating to certain fees payable hereunder and
other amounts determined for purposes hereof.


 


“Financing
Agreement” means any credit agreement, indenture, financing agreement, hedging agreement or other agreement (including,
without limitation, the Credit Agreement Documents) under which the Company may incur or become liable for Specified Indebtedness.


 


“Force
Majeure” means any cause or event reasonably beyond the control of a Party, including fires, earthquakes, lightning,
floods, explosions, storms, adverse weather, pandemics, 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 of individuals and whether or not
involving employees of the Company or Macquarie); 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, 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 been able to avoid or overcome. Solely for purposes of this definition, the failure
of any Third Party Supplier to deliver Crude Oil pursuant to any Macquarie Crude Procurement Contract or Product under any Included
Product Purchase Transaction, whether as a result of Force Majeure as defined above, “force majeure” as defined in
such Macquarie Crude Procurement Contract or Included Product Purchase Transactions, breach of contract by such Third Party Supplier
or any other reason, shall constitute an event of Force Majeure for Macquarie under this Agreement with respect to the quantity
of Crude Oil or Product that was not delivered subject to that Macquarie Crude Procurement Contract or Included Product Purchase
Transaction, as applicable.


 


“GAAP”
means generally accepted accounting principles in the U.S. set out in the opinions and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants and the Financial Accounting Standards Board as in effect from
time to time.


 


“Governmental
Authority” means any federal, state, regional, local, or municipal governmental body, agency, instrumentality, authority
or entity established or controlled by a government or subdivision thereof, including any legislative, administrative or judicial
body, or any person purporting to act therefor.


 


“Guarantors”
means Parent and each other Person from time to time that guarantees the Transaction Obligations hereunder, each a “Guarantor”.


 


“Guaranty”
means the Guaranty, dated as of the Commencement Date, from the Parent provided to Macquarie in connection with this Agreement,
the other Transaction Documents and the transactions contemplated hereby and thereby, in a form and in substance satisfactory
to Macquarie.


 


“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.


 


“Hydrocarbon
Credit Support” means, as of any time, all Inventory constituting or consisting of Hydrocarbons then owned or at any
time hereafter acquired by the Company, as applicable, that is located at a Company Storage Location; provided that Hydrocarbon
Credit Support shall not include any “Excluded Property” as such term is defined in the Pledge and Security Agreement.


 






    9 


     


    

 


“Hydrocarbons”
means Crude Oil, intermediate feedstocks, blendstocks (including, for the avoidance of doubt additives), and finished and unfinished
petroleum products and fuels, including without limitation, Products, gasoline, diesel fuels, fuel oil and jet fuels.


 


“Identified
Crude Oil Delivery” has the meaning specified in Section 5.2(c)(ii)(A).


 


“Identified
Facilities” has the meaning specified in Section 15.5(a).


 


“Included
Crude Pipelines” means the Crude Oil pipelines or sections thereof owned or leased by the Company or by a third party
that is listed on Schedule O as such schedule may from time to time be amended by the Parties.


 


“Included
Crude Sales Transaction” means sales of Crude Oil from an Included Storage Location by Macquarie to a Customer.


 


“Included
Product Locations” means, collectively, Included Product Tanks and Included Product Pipelines identified in Schedule
A hereto.


 


“Included
Product Pipelines” means the Product pipelines or sections thereof owned or leased by the Company or by a third party
that is listed on Schedule O as such schedule may from time to time be amended by the Parties.


 


“Included
Product Purchase Transaction” means an agreement entered into by Macquarie under Section 8.2(b) pursuant to which
Macquarie purchases for delivery into the Included Storage Locations any Products from a Product Supplier.


 


“Included
Product Tanks” means the Product storage tanks owned and operated by the Company or by third parties as further identified
and described on Schedule E, including, as applicable with respect to the inventory report provided by such third party,
any related facilities or pipelines used in connection with such tanks.


 


“Included
Sales Transaction” means sales of Product from an Included Storage Location by Macquarie to an offtaker pursuant to
any Tripartite Product Offtake Agreement and any other sales of Product from an Included Storage Location by Macquarie to a Customer
pursuant to this Agreement.


 


“Included
Storage Locations” means, collectively, the Crude Storage Tanks, Included Crude Pipelines and the Included Product Locations,
as more particularly described on Schedule E and Schedule O.


 


“Included
Tanks” means the Crude Storage Tanks and Included Product Tanks, as more particularly described on Schedule E.


 


“Independent
Amount” has the meaning assigned to such term in the Independent Amount Letter.


 


“Independent
Amount Letter” means that certain letter from Macquarie to the Company, executed on or before the Commencement Date
and as from time to time thereafter amended and/or restated, which identifies itself as the “IA Letter”, and pursuant
to which the Parties have set forth the amounts for and other terms relating to the transfer of Independent Amount as determined
for the purposes hereof.


 


“Independent
Inspection Company” has the meaning specified in Section 13.3.


 


“Index
Crude Purchase Value” means (i) in respect of a delivery of Macquarie Procurement Barrels to a Crude Intake Point during
the day, the number of Barrels of Crude Oil delivered, multiplied by (ii) the Current Month Pricing Benchmark for Crude
Oil on such day.


 


“Index
Product Purchase Value” means, for any Product Group and a day, the product of (i) the number of Barrels of such Product
Group purchased during such day under Included Product Purchase Transactions, multiplied by (ii) the Current Month Pricing Benchmark
for that Product Group and day.


 


“Index
Product Sale Value” means, for any Product Group and relevant period, the product of (i) the sum of the aggregate quantity
of Barrels of such Product Group sold during such period under Included Sales Transactions, multiplied by (ii) the Current
Month Pricing Benchmark for that Product Group and period.


 






    10 


     


    

 


“Insolvent”
means, with respect to any Person as of any date of determination, that (a) the sum of the debt (including contingent liabilities
existing as of the date hereof) of such Person and its subsidiaries (on a consolidated basis) exceeds the present fair saleable
value of the present assets of such Person and its subsidiaries (on a consolidated basis), (b) the capital of such Person and
its subsidiaries (on a consolidated basis) is not unreasonably small in relation to its business as of such date or as contemplated
as of such date, (c) such Person and its subsidiaries have incurred, or reasonably believe that they will incur, debts beyond
their ability to pay such debts as they mature or, in the case of contingent liabilities, otherwise become payable, or (d) such
Person is not “solvent” or is “insolvent”, as applicable within the meaning given those terms and similar
terms under Applicable Law relating to fraudulent transfers and conveyances.


 


“Initial
Estimated Yield” has the meaning specified in Section 2.1(x).


 


“Interim
Payment” means a net payable amount determined by netting all of the Macquarie Interim Payments and Company Interim
Payments.


 


“Intermediated
Product Offtake Contract” means each of (i) the term agreement for offtake of ULSD and Jet A-1/Defstan between the Company
and Shell Trading (US) Company dated April 1, 2022, (ii) the term agreement for offtake of Heavy Olefin Plant Feed between the
Company and Shell Chemical LP dated April 1, 2022 , (iii) the term agreement for offtake of Jet Fuel between the Company and Shell
Trading (US) Company dated April 1, 2022, (iv) the term agreement for offtake of Gasoline between the Equilon Enterprises LLC,
dba Shell Oil Product US, dated April 1, 2022 and any other agreement designated as such by the Parties.


 


“Insolvency
or Liquidation Proceeding” means:


 


		(a)	any
                                         case commenced by or against any Person under any Bankruptcy Law for the relief of debtors,
                                         any other proceeding for the reorganization, recapitalization or adjustment or marshalling
                                         of the assets or liabilities of any Person, any receivership or assignment for the benefit
                                         of all or substantially all creditors relating to any Person or any similar case or proceeding
                                         relative to any Person or all or substantially all of its creditors, as such, in each
                                         case whether or not voluntary; or



 


		(b)	any
                                         liquidation, dissolution, marshalling of assets or liabilities or other winding up of
                                         or relating to any Person, in each case whether or not voluntary and whether or not involving
                                         bankruptcy or insolvency, except for any liquidation or dissolution permitted under the
                                         Transaction Documents.



 


“Intercreditor
Agreement” means that certain intercreditor agreement, dated as of April 1, 2022 (as amended, restated, amended and
restated, supplemented, modified, extended, renewed, replaced, refinanced or restructured from time to time) by and among Cantor
Fitzgerald Securities, as agent for the Term Loan Secured Parties (as defined therein), Macquarie Energy North America Trading
Inc., as Intermediation Facility Secured Party (as defined therein), Vertex Refining Alabama LLC, and each of the other Grantors
(as defined therein) party thereto.


 


“Interim
Crude Supply Agreement” means the interim crude and hydrocarbon feedstock supply agreement dated April 1, 2022 and entered
into between Shell Chemical LP, Shell Trading (US) Company and the Company.


 


“Interim
Crude Supply Assignment Agreement” means the assignment agreement entered into between the Company and Macquarie dated
on or around the Commencement Date in respect of the assignment of the Company’s rights and obligations under the Interim
Crude Supply Agreement to Macquarie.


 


“Inventory”
has the meaning assigned to such term in the Uniform Commercial Code of the State of New York as in effect from time to time.


 


“Inventory
Report” has the meaning as specified in Section 12.1(a).


 


“Inventory
Sales Agreement” means the purchase and sale agreement, in form and in substance mutually agreeable to the Parties,
dated as of the Commencement Date, pursuant to which the Company is selling and transferring to Macquarie the Commencement Date
Volumes then owned by the Company for the Commencement Date Purchase Value related thereto, free and clear of all liens, claims
and encumbrances of any kind, other than Permitted S&O Liens.


 






    11 


     


    

 


“Knowledge”
means, with respect to a Person, the knowledge of the individuals of such Person, including a Responsible Officer, who have the
responsibility for any day-to-day decision making, or legal, operational, or financial affairs of such Person, which knowledge
shall include any and all facts and other information of such Person actually knew or reasonably should have known in accordance
with all applicable industry standards and commercially reasonable prudence and diligence.


 


“Latest
Commencement Date” has the meaning specified in Section 2.3(a).


 


“Liabilities”
means any losses, liabilities, charges, damages, deficiencies, assessments, interests, fines, penalties, costs and expenses (collectively,
“Costs”) of any kind (including reasonable attorneys’ fees and other fees, court costs and other disbursements),
including any Costs directly or indirectly arising out of or related to any suit, proceeding, judgment, settlement or judicial
or administrative order and any Costs arising from compliance or non-compliance with Environmental Law.


 


“Lien
Documents” means the Pledge and Security Agreement and any other instruments, documents and agreements delivered by
or on behalf of the Company and its Affiliates in order to grant to and perfect in favor of Macquarie a security interest in and
lien on the Hydrocarbon Credit Support as security for the obligations of the Company pursuant to this Agreement and the other
Transaction Documents.


 


“Liens”
has the meaning specified in Section 19.4(f)(ii).


 


“Liquidated
Amount” has the meaning specified in Section 20.4(g).


 


“Macquarie”
has the meaning specified in the introductory paragraph of this Agreement.


 


“Macquarie
Crude Procurement Contract” means the Tripartite Crude Supply Agreement and any other contract entered into by Macquarie
pursuant to this Agreement (including, without limitation, pursuant to Section 5.2(c)) for the procurement and/or purchase
of Crude Oil within the U.S. to be sold and delivered to Macquarie at the relevant Crude Intake Point.


 


“Macquarie
Interim Payment” has the meaning specified in Section 11.1(a).


 


“Macquarie
Procurement Barrels” means barrels of Crude Oil purchased by Macquarie under a Macquarie Crude Procurement Contract.


 


“Macquarie’s
Inspector” means any Person selected by Macquarie in a commercially reasonable manner that is acting as an agent for
Macquarie and that (1) is a licensed Person who performs sampling, quality analysis and quantity determination of the Crude Oil
and Products purchased and sold hereunder, (2) is not an Affiliate of any Party and (3) in the reasonable judgment of Macquarie,
is qualified and reputed to perform its services in accordance with Applicable Law and industry practice, to perform any and all
inspections required by Macquarie.


 


“Macquarie’s
Policies and Procedures” shall have the meaning specified in Section 15.5(a).


 


“Macquarie’s
Property” has the meaning specified in Section 19.4(f)(ii).


 


“Master
Agreement” means the Master Crude Oil and Products Agreement, dated as of the Commencement Date, between the Company
and Macquarie.


 


“Master
Agreement Termination Event” means, with respect to a party, any “Event of Default” under the Master Agreement
with respect to such party or any “Additional Termination Event” under the Master Agreement for which such party is
the sole Affected Party thereunder.


 


“Material
Adverse Change” means (a) a material adverse change in, or a material adverse effect upon, the operations, assets, business,
properties, liabilities (actual or contingent) or condition (financial or otherwise) of the Company or of the Parent and its Subsidiaries
taken as a whole; (b) a material impairment of the ability of the Company, Parent or any other Subsidiary of Parent to perform
its obligations under any of the Transaction Documents to which it is a party; or (c) a material adverse effect upon the legality,
validity, binding effect or enforceability against the Company, the Parent or any Subsidiary of the Parent of any Transaction
Document to which it is a party.


 






    12 


     


    

 


“Material
Obligation” means, in respect of the Company, a failure to comply with:


 


		(a)	Section
                                         14.1 (Provision of Financial Information);



 


		(b)	Paragraphs
                                         (c),(e) and (g) of Section 14.2 (Additional Information);



 


		(c)	Section
                                         14.3 (Notification of Certain Events);



 


		(d)	Article
                                         17 (Insurance);



 


		(e)	Paragraphs
                                         (c), (d), (e), (f) (j) and (k)of Section 19.3 (Company’s Covenants);



 


		(f)	Section
                                         19.4(f) (Further Assurances);



 


		(g)	Section
                                         19.5 (Negative Covenants); and



 


		(h)	Section
                                         19.6 (Additional Covenants).



 


“Measured
Crude Quantity” means, for any Delivery Date, the total quantity of Crude Oil that, during such Delivery Date, was withdrawn
and lifted by and delivered to the Company at the Crude Delivery Point, as evidenced by either (i) meter readings and meter tickets
for that Delivery Date or (ii) tank gaugings conducted at the beginning and end of such Delivery Date.


 


“Measured
Product Quantity” means, for any Delivery Date, the total quantity of a particular Product that, during such Delivery
Date, was delivered by the Company to Macquarie at the Products Intake Point, as evidenced by either (i) meter readings and meter
tickets for that Delivery Date or (ii) tank gaugings conducted at the beginning and end of such Delivery Date.


 


“Minimum
Liquidity Requirement” has the meaning specified in Section 19.5.


 


“Monthly
Crude Confirmation” has the meaning specified in Section 5.1(b)(iii)(A).


 


“Monthly
Crude Forecast” has the meaning specified in Section ‎5.1(b)(iv).


 


“Monthly
Crude Purchase Offer” has the meaning specified in Section 5.1(b)(iii)(B).


 


“Monthly
Product Estimate” has the meaning specified in Section 8.3(b).


 


“Monthly
True-Up Amount” has the meaning specified in Schedule C.


 


“Net
Storage Volume” means, with respect to any measurement of volume, the total liquid volume, excluding sediment and water,
corrected for the observed temperature to 60° F.


 


“Non-Affected
Party” has the meaning specified in Section 18.1.


 


“Non-CL
Affected Party” has the meaning given to it in Section 20.2(a)(ii)(A).


 


“Non-Defaulting
Party” has the meaning specified in Section 20.4(a).


 


“Obligations”
has the meaning specified in Section 14.4(c).


 


“OFAC”
means the Office of Foreign Assets Control of the United States Department of the Treasury.


 


“Organization
Documents” means, (a) with respect to any corporation, the charter or certificate or articles of incorporation and the
bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction), (b) with respect to any
limited liability company, the certificate or articles of formation or organization and operating agreement or limited liability
company agreement (or equivalent or comparable documents with respect to any non-U.S. jurisdiction), (c) with respect to any partnership,
joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation
or organization (or equivalent or comparable documents with respect to any non-U.S. jurisdiction) and (d) with respect to all
entities, any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization
with the applicable Governmental Authority in the jurisdiction of its formation or organization (or equivalent or comparable documents
with respect to any non-U.S. jurisdiction).


 






    13 


     


    

 


“Operational
Schedule” means Schedules A, D, E, F, K, I, N and O.


 


“Optional
Early Termination Date” has the meaning specified in Section 3.2(a).


 


“Parent”
means Vertex Energy, Inc.


 


“Party”
or “Parties” has the meaning specified in the preamble to this Agreement.


 


“Patriot
Act” means The USA Patriot Act.


 


“Permitted
Article 10 Liens” means any Liens which are permitted pursuant to Article 10.


 


“Permitted
S&O Liens” means: (a) Liens created in favor of Macquarie under the Lien Documents, (b) Liens for taxes, assessments,
judgments, governmental charges or levies, or claims not yet delinquent or the non-payment of which is being diligently contested
in good faith by appropriate proceedings and for which adequate reserves have been made; (c) Liens of mechanics, laborers, non-commodity
suppliers, workers, materialmen, and other similar liens incurred in the ordinary course of business for sums not yet due or being
diligently contested in good faith, if such reserve or appropriate provision, if any, as shall be required by GAAP shall have
been made therefor (but not including any such Liens in favor of the Company or any of its Affiliates); (d) except to the extent
released in any “bailee letter” or such similar documents, Liens securing rental, storage, throughput, transportation,
handling or other similar fees or charges owing from time to time to carriers, bailees, transporters or warehousemen, solely to
the extent of such fees or charges (but not including any such Liens in favor of the Company or any of its Affiliates); (e) Liens
(1) incurred in the ordinary course of business (a) except to the extent released in any “bailee letter” or such similar
documents, in connection with the purchase or shipping of goods or assets (or the related assets and proceeds thereof), which
Liens arise by operation of law in favor of the seller or shipper of such goods or assets, which attach to such goods or assets
and cease to be in effect upon payment in full of the purchase price for or for shipping of such goods or assets, and (b) to the
extent available under Applicable Law, arising upon the purchase of oil or gas from the first producer thereof, which attach to
such goods and cease to be in effect upon payment in full of the purchase price for such goods and (2) in favor of customs and
revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;
and (f) Permitted Article 10 Liens.


 


“Permitted
Supplier” means Shell Trading (US) Company and any other Third Party Supplier between the Parties from time to time.


 


“Permitted
Supplier’s Crude Confirmation” means the confirmation of the Crude Oil grades (including the volumes per grade
and the pricing levels) secured by the Permitted Supplier for a Delivery Month, as communicated to the Company by the Permitted
Supplier in accordance with the terms of the Tripartite Crude Supply Agreement.


 


“Permitted
Supplier Crude Estimate” means the Permitted Supplier’s best estimate of (a) prices; and (b) volume availability,
in each case, for the each relevant grade of Crude Oil for a Delivery Month and as communicated to the Company by the Permitted
Supplier in accordance with the terms of the Tripartite Crude Supply Agreement.


 


“Person”
means an individual, corporation, partnership, limited liability company, joint venture, trust or unincorporated organization,
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.


 


“Plains
Agreements” means:


 


		(a)	the
                                         Plains Terminalling Agreement;



 


		(b)	the
                                         Plains Storage Rights Agreement; and



 






    14 


     


    

 


		(c)	the
                                         Plains Consent Letter.



 


“Plains
Consent Letter” means the “Consent to Storage and Usage Agreement” dated on or around the date of this Agreement
and entered into between the Plains Operator, Macquarie and the Company.


 


“Plains
Operator” means Plains Marketing, L.P., or such other successor that operates the Plains Storage Facilities.


 


“Plains
Storage Facilities” has the meaning given to the term “Storage Facilities” in the Plains Sub Lease Agreement.


 


“Plains
Storage Rights Agreement” means the sub-lease agreement entered into between the Company and Macquarie dated on or about
the date of this Agreement


 


“Plains
Terminalling Agreement” means the terminal services agreement (Agreement No. 5716-15-02-0121) dated as of March 1, 2015
between the Plains Operator and the Company, as successor in interest to Shell Chemical LP (as from time to time further amended,
modified, supplemented, extended, renewed and/or restated).


 


“Pledge
and Security Agreement” means that certain Pledge and Security Agreement by and between the Company and Macquarie, dated
as of the Commencement Date.


 


“Pricing
Group” means any of the Product Groups listed as a pricing group on Schedule H.


 


“Product”
means any of the petroleum products listed on Schedule A, as from time to time amended by mutual agreement of the Parties.


 


“Product
Group” means Crude Oil or a group of Products as specified on Schedule A.


 


“Product
Purchase Adjustment” has the meaning specified in Section 8.9(b).


 


“Product
Sale Adjustment” has the meaning specified in Section 8.9(a).


 


“Product
Supplier” means any third party seller of Products with whom a Party proposes that Macquarie enter into an Included
Product Purchase Transaction in accordance with Section 8.1(b).


 


“Product
Transaction” has the meaning given to that term in the Master Agreement.


 


“Products
Cover Costs” means, collectively, any additional costs and expenses or related damages as a result of the shortfall
in the quantity of Product held for its account (in the circumstances described in Section 7.5).


 


“Products
Delivery Point” means, with respect to any delivery of Product from an Included Storage Location, the relevant delivery
point as described in the relevant Tripartite Product Offtake Agreement or Included Sales Transaction or, in relation to a sale
of Products to the Company, at the exit flange of the relevant Included Storage Location.


 


“Products
Intake Point” means the inlet flange of the relevant Included Product Tank.


 


“Projected
Monthly Run Volume” has the meaning specified in Section 7.2(a).


 


“Projection
Week” means Monday through Sunday.


 


“Provisional
Contract Price” means, with respect to any quantity of Crude Oil or Products of a given type, grade, or specification
which is purchased or sold by Macquarie pursuant to a Macquarie Crude Procurement Contract, Included Product Purchase Transaction
or Included Product Sales Transaction, the applicable pricing index plus the applicable differential specified in the applicable
trade contract for such type, grade, or specification of Crude Oil or Product.


 


“RD
Negotiation Period” has the meaning specified in Section 2.5(b).


 






    15 


     


    

 


“RD
Early Termination Date” has the meaning specified in Section 3.2(b).


 


“Renewable
Diesel Intermediation” has the meaning specified in Section 2.5(b).


 


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


 


“Refinery
Facilities” means (i) all the facilities located at the Refinery, and (ii) any associated or adjacent facility used
by the Company to carry out the terms of this Agreement, excluding Crude Storage Tanks and Included Product Tanks.


 


“Refinery
Procured Crude Barrels” has the meaning given in Section 5.3(a).


 


“Refinery
Procured Product Barrels” has the meaning specified in Section 8.1(c).


 


“Refinery
Product Contract” means a procurement contract entered into by the Company for the purchase by the Company of Product,
which Product is to be resold by the Company to Macquarie at the time such Product passes the Products Intake Point.


 


“Refinery
SPA” means the sale and purchase agreement in relation to the Refinery between (i) Equilon Enterprises LLC d/b/a Shell
Oil Products US, Shell Chemical LP and Shell Oil Company, collectively as seller and (ii) the Vertex Energy Operating LLC as buyer.


 


“Related
Hedges” means any transactions from time to time entered into by Macquarie with third parties unrelated to Macquarie
or its Affiliates to hedge Macquarie’s exposure resulting from this Agreement or any other Transaction Document and Macquarie’s
rights and obligations hereunder or thereunder.


 


“Relevant
Default” has the meaning specified in Section 5.4(a).


 


“Required
Storage and Transportation Arrangements” means such designations and other binding contractual arrangements hereafter
entered into, in form and substance reasonably satisfactory to Macquarie, pursuant to which the Company (or its Affiliates) hereafter
shall provide Macquarie with the Company’s (or its Affiliates’) full right to use the third party Included Product
Pipelines and third party Included Product Tanks, pursuant to the terms and conditions of the Base Agreements or such other agreements
creating the Company’s rights in and to such facilities and the rights of existing third parties.


 


“Responsible
Officer” means the President, Chief Executive Officer, Chief Financial Officer, Head of Finance, or Controller of any
Person.


 


“Revised
Estimated Yield” has the meaning specified in Section 8.3(a).


 


“Sanctions
Authority” means:


 


		(a)	the
                                         United Nations;



 


		(b)	the
                                         United States of America;



 


		(c)	the
                                         European Union;



 


		(d)	the
                                         United Kingdom;



 


		(e)	Australia;
                                         and



 


		(f)	the
                                         respective governmental, legislative, and regulatory institutions or bodies of any of
                                         the foregoing including the OFAC, the U.S. Department of Commerce, the U.S. Department
                                         of State, and any other agency of the U.S. government, Her Majesty’s Treasury of
                                         the United Kingdom, the United Nations Security Council or other relevant sanctions authority.



 


“Sanctions
Law” or “Sanctions Laws” means any economic or financial sanctions law and/or regulation, export
control, trade embargo, prohibition, restrictive measure, decision, executive order, or notice from any regulator implemented,
adapted, imposed, administered, enacted and/or enforced by any Sanctions Authority from time to time.


 






    16 


     


    

 


“Sanctions
Target” means any Person: (a) that is the subject or target of any Sanctions Law; (b) named in any Sanctions-related
list maintained by OFAC, the U.S. Department of State, the U.S. Department of Commerce or the U.S. Department of the Treasury,
including the OFAC list of “Specially Designated Nationals and Blocked Persons,” or any similar list maintained by
any other Sanctions Authority (c) located, organized or resident in a country, territory or geographical region which is itself
the subject or target of any Sanctions Law (including, without limitation, Cuba, Iran, North Korea, Syria, Crimea and so-called
Donetsk People’s Republic (“DNR”) and Luhansk People’s Republic (“LNR”) regions
of Ukraine, and, prior to January 1, 2017, Sudan) or (d) owned or controlled (as such terms are defined by the applicable Sanctions
Laws) by any such Person or Persons described in the foregoing clauses (a) to (c).


 


“SEC”
means the U.S. Securities and Exchange Commission.


 


“Settlement
Amount” has the meaning specified in Section 20.4(c).


 


“Shell
Crude Supply Agreement” means the term Crude Oil supply agreement between the Company and Shell Trading (US) Company
dated on or about the date of this Agreement.


 


“Sludge”
means a semi-solid slurry consisting of hydrocarbons, sediment, paraffin and water, produced from a process or as a result of
solids separated from suspension in a liquid.


 


“SOFR”
has the meaning given to that term in the Fee Letter.


 


“Sourcing
Transaction” has the meaning specified in Section 19.3(h).


 


“Specified
Event” means a transaction or other event that results all or substantially all of the assets constituting the Refinery
are sold (whether in one transaction or in a series of related transactions) to a Person that is not an Affiliate of the Parent.


 


“Specified
Indebtedness” means any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise)
in respect of a repurchase transaction, borrowed money (including capitalized lease obligations and reimbursement obligations
with respect to letters of credit) or money raised, any finance lease, redeemable preference share, letter of credit, futures
contract, guarantee, indemnity or any Derivative Transaction.


 


“Specified
Transaction” means (a) any transaction (including an agreement with respect thereto) now existing or hereafter entered
into between Macquarie (or any of its Affiliates) and the Company (or any of its 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, 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 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 combination of these transactions, (c) any other transaction
identified as a Specified Transaction in this agreement or the relevant confirmation.


 


“Step-Out
Inventory Sales Agreement” means the purchase and sale agreement, in the form provided on Schedule M, to be dated as
of the Termination Date, if elected by Macquarie, pursuant to which the Company shall buy Crude Oil and Products from Macquarie
subject to the provisions of this Agreement and any other terms agreed to by the Parties thereto.


 


“Storage
Facilities Agreement” means the storage facilities agreement, in form and substance mutually agreeable to the Parties,
to be dated as of the Commencement Date, between the Company and Macquarie, pursuant to which the Company has granted to Macquarie
an exclusive right to use the Crude Storage Tanks and Included Product Tanks (to the extent that such exclusive right can be granted)
in connection with this Agreement.


 






    17 


     


    

 


“Subsidiaries”
means, with respect to any Person (the “parent”), any corporation, partnership, joint venture, limited liability company,
association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated
financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other
corporation, partnership, joint venture, limited liability company, association or other entity (a) of which securities or other
ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power, or in the case of
a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that
is, as of such date, otherwise controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or
more subsidiaries of the parent.


 


“Target
Month End Company Product Volume” means the commercially reasonable projected volume for Product in the Company Storage
Locations at the end of the applicable Delivery Month as set forth in a report provided monthly by the Company in a form acceptable
to Macquarie, and reconciling to Product purchases, run rates and sales for the applicable period.


 


“Target
Month End Crude Inventory Volume” means the commercially reasonably projected volume for (i) Crude Oil in the Crude
Storage Tanks; plus (ii) Crude Cargo Rollover Barrels, in each case, at the end of the Delivery Month set forth in a report
provided monthly by the Company in a form acceptable to Macquarie, and reconciling to Crude Oil purchases, run rates and sales
for the applicable period.


 


“Target
Month End Product Inventory Volume” means the commercially reasonably projected volume for Product in the Included Product
Locations at the end of the applicable Delivery Month as set forth in a report provided monthly by the Company in a form acceptable
to Macquarie, and reconciling to Product purchases, run rates and sales for the applicable period.


 


“Target
Month End Product Volume” means the Target Month End Product Inventory Volume and Target Month End Company Product Volume,
collectively.


 


“Tax”
or “Taxes” has the meaning specified in Section 16.1(a).


 


“Term”
has the meaning specified in Section 3.1.


 


“Term
Loan Agent” means Cantor Fitzgerald Securities. 


 


“Termination
Amount” means, without duplication, the total net amount owed by one Party to the other Party upon termination of this
Agreement under Section 21.2(a).


 


“Termination
Date” has the meaning specified in Section 21.1.


 


“Termination
Date Crude Oil Volumes” has the meaning specified in Section 21.1(c).


 


“Termination
Date Product Volumes” has the meaning specified in Section 21.1(c).


 


“Termination
Date Volumes” has the meaning specified in Section 21.1(c).


 


“Termination
Event” has the meaning specified in Section 20.3(a).


 


“Termination
Notice” has the meaning specified in Section 20.3(b).


 


“Termination
Reconciliation Statement” has the meaning specified in Section 21.2(c).


 


“Third
Party Supplier” means any seller of Crude Oil under a Macquarie Crude Procurement Contract or an Included Product Purchase
Transaction (in each case, other than the Company).


 


“Third
Party Supplier Crude Purchase Amount” has the meaning specified in Section 6.4.


 


“Transaction
Document” means any of this Agreement, the Inventory Sales Agreement, the Storage Facilities Agreement, the Step-Out
Inventory Sales Agreement, the Guaranty, the Required Storage and Transportation Arrangements, the Fee Letter, the Independent
Amount Letter, the Lien Documents, the Intercreditor Agreement, the Master Agreement, the Convenience Exchange Agreement, the
Plains Agreements, the Interim Crude Supply Agreement, the Interim Crude Supply Assignment Agreement, the Shell Crude Supply Agreement,
the Tripartite Crude Supply Agreement, the Intermediated Product Offtake Contracts, each Tripartite Product Offtake Agreement,
the Tripartite Communications Side Letter and any other agreement or instrument contemplated hereby or executed in connection
herewith, including any guarantees or other credit support documents as may be from time to time provided by the Company and/or
any of its Affiliates but excluding that certain 2002 ISDA Master Agreement, dated as of the date hereof, including all schedules
and annexes thereto, by and between Macquarie Bank Limited and the Company.


 






    18 


     


    

 


“Transaction
Obligations” means all obligations, including Obligations, owing from time to time by the Parent, the Company and any
of the Company’s Subsidiaries to Macquarie pursuant to this Agreement, the Guaranty or any other Transaction Document and
shall include, without limitation, (a) all principal, premium, if any, reimbursement obligations, interest accrued or accruing
(or which would, absent commencement of an Insolvency or Liquidation Proceeding, accrue) in accordance with the relevant Transaction
Document and (b) all fees, costs, expenses, indemnifications, damages, guarantees, and charges and other liabilities or amounts
incurred in connection with any of the Transaction Documents and provided for thereunder, in the case of each of clause (a) and
clause (b) whether before or after commencement of an Insolvency or Liquidation Proceeding and irrespective of whether any claim
for such interest, fees, costs, expenses, indemnifications, damages, guarantees, charges or other liabilities or amounts is allowed
as a claim in such Insolvency or Liquidation Proceeding.


 


“Transaction
Supplement” has the meaning given to that term in Section 5.2(c).


 


“Transactions”
has the meaning given to that term in Section 11.5.


 


“Tripartite
Communications Side Letter” means the side letter entered into between the Company and Macquarie in relation to the
Tripartite Crude Supply Agreement and each Tripartite Product Offtake Agreement on or around the Commencement Date.


 


“Tripartite
Crude Supply Agreement” means the tripartite agreement among the Company, Macquarie and the Permitted Supplier in relation
to the Shell Crude Supply Agreement.


 


“Tripartite
Product Offtake Agreement” means any tripartite agreement entered into among the Parties and the relevant offtaker in
the relation to an Intermediated Product Offtake Contract.


 


“UCC”
means the Uniform Commercial Code as from time to time in effect in the State of New York.


 


“Unrestricted
Cash” means cash or Cash Equivalents:


 


		(a)	that
                                         are not, and are not required to be, designated as “restricted” on the financial
                                         statements of the Company;



 


		(b)	that
                                         are not contractually required, and have not been contractually committed by the Company,
                                         to be used for a specific purpose;



 


		(c)	that
                                         are not subject to:



 


		(i)	any
                                         provision of law, statute, rule or regulation;



 


		(ii)	any
                                         provision of the organizational documents of the Company;



 


		(iii)	any
                                         order of any Governmental Authority; or



 


		(iv)	any
                                         contractual restriction (including the terms of any Equity Interests),



 


in
each case of (i) through (iv), preventing such cash or Cash Equivalents from being applied to the payment of the “Obligations”
(as defined in the Existing Financing Agreement) or any of the Company’s payment obligations under the Transaction Documents;


 


		(d)	in
                                         which no Person other than the Term Loan Agent has a Lien other than “Permitted
                                         Liens” as set forth in clause (f) of the definition of “Permitted Liens”
                                         in the Existing Financing Agreement;



 


		(e)	that
                                         are held in a “Deposit Account” or “Securities Account” (each
                                         as defined in the Existing Financing Agreement), as applicable, but in all cases shall
                                         exclude the amount of the Company’s “Indebtedness” (as defined in the
                                         Existing Financing Agreement) which is more than 10 Business Days overdue (or in the
                                         case of Indebtedness of the type described in clause (e) of the definition of Indebtedness,
                                         remains outstanding more than 10 Business Days from the date constituting Indebtedness).



 






    19 


     


    

 


“U.S.”
means the United States of America.


 


“Volume
Determination Procedures” means (a) in respect of determining the Net Storage Volume of Crude Oil in the Crude Storage
Tanks or Products in the Included Product Tanks, the Company’s ordinary daily and month-end procedures, which include manually
gauging each Crude Storage Tank or Included Product Tank owned by Company on the last day of the month to ensure that the automated
tank level readings are accurate to within a tolerance of two inches; provided that if the automated reading cannot be calibrated
to be within such tolerance, “Volume Determination Procedures” shall include the manual gauge reading in the Company’s
calculation of month-end inventory; (b) in respect of determining the Net Storage Volume of Products in the Included Product Tanks
owned by any third party, using the volumes reported on the most recently available daily reports or monthly statements in respect
of such tanks; (c) in respect of the linefill in the Included Crude Pipelines, such pipelines shall be deemed full, except when
products owned by third parties are flowing through such pipelines, and (d) in respect to linefill or stored barrels in an Included
Crude Pipelines owned by third parties, the most recently available daily storage reports or monthly statements indicating the
amount of Crude Oil in respect of such pipelines, adjusted for best available information for daily injections and receipts since
the last storage report date.


 


“Weekly
Crude Projection” has the meaning specified in Section 5.1(c).


 


“Weekly
Product Projection” has the meaning specified in Section 8.3(c).


 


		1.2	Construction
                                         of Agreement.



 


		(a)	Unless
                                         otherwise specified, reference to, and the definition of any document or agreement (including
                                         this Agreement, as well as all schedules thereto and hereto) shall be deemed a reference
                                         to such document or agreement as may be, amended, restated, amended and restated, supplemented,
                                         revised or otherwise modified from time to time.



 


		(b)	Unless
                                         otherwise specified, all references to an “Article,” “Section,”
                                         or “Schedule” are to an Article or Section hereof or a Schedule attached
                                         hereto.



 


		(c)	All
                                         headings herein are intended solely for convenience of reference and shall not affect
                                         the meaning or interpretation of the provisions of this Agreement.



 


		(d)	Unless
                                         expressly provided otherwise, the word “including” as used herein does not
                                         limit the preceding words or terms and shall be read to be followed by the words “without
                                         limitation” or words having similar import.



 


		(e)	Unless
                                         expressly provided otherwise, all references to days, weeks, months and quarters mean
                                         calendar days, weeks, months and quarters, respectively.



 


		(f)	A
                                         reference to any Party to this Agreement or another agreement or document includes the
                                         Party’s permitted successors and assigns.



 


		(g)	Unless
                                         the contrary clearly appears from the context, for purposes of this Agreement, the singular
                                         number includes the plural number and vice versa; and each gender includes the other
                                         gender.



 


		(h)	Except
                                         where specifically stated otherwise, any reference to any Applicable Law or agreement
                                         shall be a reference to the same as amended, supplemented or re-enacted from time to
                                         time.



 


		(i)	Unless
                                         otherwise expressly stated herein, any reference to “volume” shall be deemed
                                         to refer to actual Net Storage Volume, unless such volume has not been yet been determined,
                                         in which case, volume shall be an estimated net volume determined in accordance with
                                         the terms hereof.



 






    20 


     


    

 


		(j)	The
                                         words “hereof,” “herein” and “hereunder” and words
                                         of similar import when used in this Agreement shall refer to this Agreement as a whole
                                         and not to any particular provision of this Agreement.



 


		(k)	All
                                         references herein to “estimates” or “projections” are intended
                                         to be references to good faith statements with respect to future events, and are not
                                         to be construed as guarantees of future performance.



 


		(l)	Unless
                                         otherwise expressly stated herein, all references to “Schedules” shall mean
                                         and include such Schedules as they may be amended, revised or updated from time to time,
                                         as evidenced by written agreement (including, to the extent permitted herein, by exchange
                                         of e-mails between Authorized Representatives of the Parties) of the Parties evidencing
                                         such revision, amendment or update (it being acknowledged hereby that the foregoing does
                                         not require any Party hereto to revise, amend or update any such Schedule).



 


		1.3	The
                                         Parties acknowledge that they and their counsel have reviewed and revised this Agreement
                                         and that no presumption of contract interpretation or construction shall apply to the
                                         advantage or disadvantage of the drafter of this Agreement.



 


		2	CONDITIONS
                                         TO COMMENCEMENT



 


		2.1	Conditions
                                         to Obligations of Macquarie. The effectiveness of this Agreement and the obligations
                                         of Macquarie contemplated by this Agreement shall be subject to satisfaction (or waiver
                                         by Macquarie) of the following conditions precedent on and as of the Commencement Date:



 


		(a)	The
                                         “Effective Time” has occurred under the Refinery SPA.



 


		(b)	The
                                         Inventory Sales Agreement shall have been duly executed by the Company and, pursuant
                                         thereto, the Company shall have agreed to transfer to Macquarie on the Commencement Date,
                                         all right, title and interest in and to the Commencement Date Volumes subject thereto,
                                         free and clear of all Liens, other than Permitted S&O Liens;



 


		(c)	The
                                         Interim Crude Supply Agreement and the Interim Crude Supply Assignment Agreement shall
                                         have been duly executed by the Company;



 


		(d)	The
                                         Company shall have agreed to a form of the Step-Out Inventory Sales Agreement in form
                                         and in substance satisfactory to Macquarie;



 


		(e)	The
                                         Company shall have duly executed the Storage Facilities Agreement in form and in substance
                                         satisfactory to Macquarie and provided Macquarie satisfactory documentation that it has
                                         secured, for the benefit of Macquarie, full, unencumbered storage and usage rights of
                                         the Crude Storage Tanks and Included Product Tanks;



 


		(f)	Macquarie
                                         shall have confirmed to its satisfaction that, as of the Commencement Date, the Intercreditor
                                         Agreement contains provisions (including through amendments thereto and other ancillary
                                         documents such as lien releases, in each case in form and substance satisfactory to Macquarie)
                                         that (i) recognize the respective rights and obligations of the Parties under this Agreement
                                         and the other Transaction Documents, (ii) confirm that this Agreement, the other Transaction
                                         Documents and the transactions contemplated hereby and thereby do not and shall not conflict
                                         with or violate any terms and conditions of such Existing Financing Agreement, (iii)
                                         recognize that Macquarie is the owner of Crude Oil and Products to the extent contemplated
                                         hereby and by the other Transaction Documents, free and clear of any liens of any lender
                                         or other creditor that is party to such Existing Financing Agreement, (iv) recognize
                                         that Macquarie has a perfected first priority Lien on (A) the Hydrocarbon Credit Support
                                         and that such Hydrocarbon Credit Support is not part of the collateral security under
                                         the Existing Financing Agreement; and (B) related proceeds of insurance and that such
                                         proceeds of insurance are subject to the lien priorities set forth in the Intercreditor
                                         Agreements; and (v) confirm the release of any lien in favor of such lender or other
                                         creditor that might apply to or be deemed to apply to any Crude Oil and/or Products of
                                         which Macquarie is the owner or on which Macquarie has a Lien, in each case as contemplated
                                         by this Agreement and the other Transaction Documents;



 


		(g)	Without
                                         limiting the generality of clause (f) above, Macquarie shall have received the Intercreditor
                                         Agreement with respect to the Existing Financing Agreement;



 






    21 


     


    

 


		(h)	The
                                         Company shall have provided Macquarie with evidence, in a form reasonably satisfactory
                                         to Macquarie, that the Commencement Date Volumes shall be sold to Macquarie free and
                                         clear of any Liens, other than Permitted S&O Liens;



 


		(i)	The
                                         Company shall have entered into the Lien Documents granting and perfecting in favor of
                                         Macquarie the security interest and lien contemplated thereby and all actions necessary
                                         to perfect the Liens granted thereunder shall have been completed, including the delivery
                                         of executed bailee’s letters as contemplated thereby but excluding the filing of
                                         UCC financing statements which shall be filed promptly following the Commencement Date.



 


		(j)	The
                                         Company shall have duly executed the Fee Letter and the Independent Amount Letter and
                                         performed any terms and conditions thereof to be performed by the Company on or before
                                         the Commencement Date;



 


		(k)	The
                                         Company shall have delivered to Macquarie the Guaranty, duly executed by the Parent;



 


		(l)	The
                                         Company shall have delivered to Macquarie a duly executed officer’s certificate
                                         of each of the Company and the Parent containing the following documents: (i) the Organization
                                         Documents of the Company or the Parent, as applicable (which, to the extent filed with
                                         a Governmental Authority, shall be certified as of a recent date by such Governmental
                                         Authority), (ii) resolutions authorizing the entry into of this Agreement and the other
                                         Transaction Documents to which it is a party, (iii) a good standing certificate for each
                                         of the Company and the Parent from (A) the relevant state of formation and (B) from any
                                         state where it is, or is required to be, qualified to do business to the extent failure
                                         to so qualified could reasonably be expected to result in a Material Adverse Change and
                                         (iv) incumbency and representative signatures;



 


		(m)	The
                                         Company shall have delivered to Macquarie a solvency certificate from the chief financial
                                         officer, chief executive officer, president or similar senior officer of Parent (after
                                         giving effect to the transactions contemplated by this Agreement, the other Transaction
                                         Documents and the Existing Financing Agreement) certifying that the Company and the Parent,
                                         individually and collectively, are not Insolvent;



 


		(n)	The
                                         Company shall have delivered to Macquarie a duly executed Disclosure Letter, in form
                                         and substance satisfactory to Macquarie;



 


		(o)	The
                                         Company shall have delivered to Macquarie:



 


		(i)	the
                                         Current Financial Statements of Parent;



 


		(ii)	a
                                         copy of the most recent balance sheet, statement of income and statement of cash flow
                                         of the Company for the relevant fiscal year, as reviewed by the Company’s independent
                                         certified public accountants,



 


		(iii)	a
                                         copy of the Parent’s most recent quarterly report, containing unaudited consolidated
                                         financial statements of the Company for the relevant fiscal year; and



 


		(iv)	a
                                         copy of the Parent’s consolidated financial statements including a cash flow statement,
                                         income statement and balance sheet for the second month preceding the Commencement Date,
                                         and certified by a Responsible Officer of Parent;



 


		(p)	The
                                         Company shall have delivered to Macquarie an opinion of counsel, in form and substance
                                         satisfactory to Macquarie, covering such matters as Macquarie shall reasonably request,
                                         including: good standing; existence and due qualification; power and authority; due authorization
                                         and execution; and the enforceability of the Transaction Documents and the Guaranty;



 


		(q)	No
                                         action or proceeding shall have been instituted nor shall any action by a Governmental
                                         Authority be threatened, nor shall any order, judgment or decree have been issued or
                                         proposed to be 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 


     


    

 


		(r)	Neither
                                         the Refinery nor any of the Included Storage Locations shall have been affected adversely
                                         or threatened to be affected adversely by any loss or damage, whether or not covered
                                         by insurance, unless such loss or damages would not have a material adverse effect on
                                         the usual, regular and ordinary operations of the Refinery or the Included Storage Locations;



 


		(s)	The
                                         Company shall have delivered to Macquarie insurance certificates evidencing the effectiveness
                                         of the insurance policies and endorsements required by Article 17 below within
                                         five (5) Business Days after the Commencement Date;



 


		(t)	The
                                         Company shall have complied with all covenants and agreements hereunder that it is required
                                         to comply with on or before the Commencement Date;



 


		(u)	All
                                         representations and warranties of the Company and its Affiliates contained in the Transaction
                                         Documents shall be true and correct on and as of the Commencement Date, except for such
                                         representations and warranties that are expressly limited to another date;



 


		(v)	The
                                         Company shall have delivered to Macquarie all necessary consents of stockholders or members
                                         and other third parties with respect to the execution, delivery and performance of the
                                         Transaction Documents by the Company and the Parent and such other certificates, documents
                                         and instruments as may be reasonably necessary to consummate the transactions contemplated
                                         herein;



 


		(w)	[reserved];



 


		(x)	On
                                         or prior to the Commencement Date, the Company shall have provided to Macquarie:



 


		(i)	the
                                         Target Month End Crude Inventory Volume and the Target Month End Product Volume in respect
                                         of April 2022;



 


		(ii)	the
                                         Monthly Crude Purchase Offer in respect of April 2022;



 


		(iii)	the
                                         most recent reports (as at the Commencement Date):



 


		(A)	the
                                         Monthly Crude Forecast;



 


		(B)	the
                                         Monthly Product Estimate;



 


		(C)	the
                                         Projected Monthly Run Volume;



 


		(D)	the
                                         Weekly Crude Projection; and



 


		(E)	the
                                         Weekly Product Projection; and



 


		(iv)	an
                                         expected Product yield for the Refinery based on its then current operating forecast
                                         for the Refinery (the “Initial Estimated Yield”);



 


		(y)	Macquarie
                                         shall have received payment of all fees, expenses and other amounts due and payable on
                                         or prior to the Commencement Date required to be reimbursed or paid by the Company hereunder,
                                         under the Fee Letter or any other Transaction Document on or prior to such date, including
                                         reimbursement or payment of Macquarie’s and its Affiliates’ reasonable out-of-pocket
                                         expenses (including fees, charges and disbursements of Macquarie’s counsel, experts
                                         and consultants);



 


		(z)	The
                                         Independent Amount shall have been posted with Macquarie as contemplated by Section
                                         4.3;



 


		(aa)	Payment
                                         of other Macquarie fees and expenses expressly required hereby and due on the Commencement
                                         Date. For the avoidance of doubt, this does not include any monthly fees due throughout
                                         the term of the contract;



 


		(bb)	On
                                         or prior to the Commencement Date, Reed Smith LLP shall have provided to Macquarie such
                                         legal opinions or memoranda of law regarding this Agreement as may be required by Macquarie;
                                         and



 






    23 


     


    

 


		(cc)	Without
                                         duplication, the Company shall have provided Macquarie fully executed Transaction Documents
                                         in form and in substance satisfactory to Macquarie.



 


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



 


		(a)	Macquarie
                                         shall have duly executed and delivered the Inventory Sales Agreement in form and substance
                                         satisfactory to the Company;



 


		(b)	Macquarie
                                         shall have duly executed and delivered the Interim Crude Supply Assignment Agreement
                                         in form and substance satisfactory to the Company;



 


		(c)	Macquarie
                                         shall have agreed to the form of the Step-Out Inventory Sales Agreement in form and in
                                         substance satisfactory to the Company;



 


		(d)	Macquarie
                                         shall have duly executed and delivered the Storage Facilities Agreement in form and in
                                         substance satisfactory to the Company;



 


		(e)	Macquarie
                                         shall have duly executed and delivered the Fee Letter and the Independent Amount Letter;



 


		(f)	Macquarie
                                         shall have executed and delivered the Lien Documents to the extent its signature is required
                                         thereunder;



 


		(g)	All
                                         representations and warranties of Macquarie contained in the Transaction Documents shall
                                         be true and correct on and as of the Commencement Date except for such as are expressly
                                         limited to another date;



 


		(h)	Macquarie
                                         shall have complied with all covenants and agreements hereunder that it is required to
                                         comply with on or before the Commencement Date;



 


		(i)	Macquarie
                                         shall have delivered to the Company such other certificates, documents and instruments
                                         as may be reasonably necessary to consummate the transactions contemplated herein; and



 


		(j)	Macquarie
                                         shall have delivered satisfactory evidence of its federal form 637 license.



 


		2.3	Commencement
                                         Date.



 


		(a)	Subject
                                         to the satisfaction (or waiver) of the conditions set forth in Sections 2.1 and
                                         2.2, the “Commencement Date” shall be a Business Day mutually
                                         agreed to by the Parties on or after the Effective Date and on or prior to April 1, 2022
                                         or such later date as the Parties shall agree (the “Latest Commencement Date”).



 


		(b)	If
                                         the Commencement Date has not occurred on or before the Latest Commencement Date, this
                                         Agreement shall terminate on the first Business Day following the Latest Commencement
                                         Date. In such case, all obligations of the Parties hereunder shall terminate, except
                                         for the obligations set forth in Article 2 (excluding Section 2.5(b)),
                                         Article 22, Article 23 and Article 25 and any obligation under the
                                         last sentence of this Section 2.3(b); provided, however, that nothing herein shall
                                         relieve any Party from liability for the breach of any of its representations, warranties,
                                         covenants or agreements set forth in this Agreement. Without limiting the foregoing,
                                         if the failure of the Commencement Date to occur on or before the Latest Commencement
                                         Date is due to (i) any breach by the Company of its obligations hereunder, including
                                         its obligations under clause (c) below or (ii) the failure of any of the conditions contained
                                         in Section 2.1 to be satisfied on or before the Latest Commencement Date unless
                                         such failure is due to any breach by Macquarie of its obligations hereunder, including
                                         its obligations under clause (c) below, then the Company shall be obligated to reimburse
                                         Macquarie for any out of pocket losses, costs and damages incurred or realized by Macquarie
                                         as a result of its maintaining, terminating or obtaining any Related Hedges.



 


		(c)	From
                                         and after the Effective Date, the Company shall use commercially reasonable efforts to
                                         cause each of the conditions referred to in Section 2.1 to be satisfied on or
                                         prior to the Latest Commencement Date and Macquarie shall use commercially reasonable
                                         efforts to cause each of the conditions referred to in Section 2.2 to be satisfied
                                         on or prior to the Latest Commencement Date.



 






    24 


     


    

 


		2.4	UCC
                                         Filings and Mortgages.



 


		(a)	UCC
                                         Filings.



 


		(i)	From
                                         and after the Commencement Date, the Company shall cooperate with Macquarie to cause
                                         to be prepared, and filed, in such jurisdictions as Macquarie shall deem necessary or
                                         appropriate, UCC-1 financing statements reflecting (i) Macquarie as owner of all Crude
                                         Oil and Products in the Included Storage Locations and (ii) Macquarie as a secured party
                                         with respect to the Credit Support to perfect Macquarie’s security interest under
                                         the Lien Documents. The Company shall execute and deliver to Macquarie, and the Company
                                         hereby authorizes Macquarie to file (with or without the Company’s signature),
                                         at any time and from time to time, all such financing statements, amendments to financing
                                         statements, continuation financing statements, termination statements, relating to such
                                         Crude Oil and Products and the Credit Support, and other documents and instruments, all
                                         in form satisfactory to Macquarie, as Macquarie may request, to confirm Macquarie’s
                                         ownership of such Crude Oil and Products and to otherwise accomplish the purposes of
                                         this Agreement and as required pursuant to the Lien Documents.



 


		(ii)	Without
                                         limiting the generality of the foregoing, the Company ratifies and authorizes the filing
                                         by Macquarie of any financing statements filed prior to the Commencement Date and identified
                                         by Macquarie in writing to the Company.



 


		2.5	Post-Commencement
                                         Date Covenants



 


		(a)	Unwind
                                         Procedures. From and after the Commencement Date, the Company and Macquarie shall
                                         cooperate to develop and document, by no later than the date falling 180 days after the
                                         Commencement Date, a detailed set of terms and procedures relating to the unwind of the
                                         transactions contemplated by this Agreement and the other Transaction Documents upon
                                         the expiration or early termination of this Agreement, including, without limitation,
                                         in relation to the removal of all Macquarie’s Inventory from the Included Storage
                                         Locations and the Refinery Facilities, and the Parties shall amend this Agreement, the
                                         Storage Facilities Agreement and other applicable Transaction Documents as necessary
                                         to reflect such terms and procedures.



 


		(b)	Renewable
                                         Diesel Conversion. From and after the Commencement Date to and including the date
                                         falling 90 days after the Commencement Date or such later date as may be agreed between
                                         the parties (the “RD Negotiation Period”), the Company and Macquarie
                                         shall, in good faith, use commercially reasonable efforts to negotiate mutually agreeable
                                         terms for Macquarie’s intermediating of renewable feedstocks and renewable diesel
                                         that will be utilized and/or produced by the Company in connection with and following
                                         the renewable diesel conversion project (such intermediation, the “Renewable
                                         Diesel Intermediation”). During the RD Negotiation Period, the Company acknowledges
                                         and agrees that Macquarie shall have the first right of refusal in respect of any intermediation
                                         arrangements for renewable feedstock and renewable diesel and accordingly, the Company
                                         shall not (and shall procure that neither the Parent nor any of its Affiliates shall)
                                         enter into any negotiations with any third parties in respect to any such intermediation
                                         arrangements unless and until the earliest to occur of (i) Macquarie notifying the Company
                                         in writing that it is not able or willing to enter into a Renewable Diesel Intermediation
                                         in relation to the Refinery; and (ii) 11:59 p.m. (EST) on the last day of the RD Negotiation
                                         Period. Notwithstanding the foregoing, this Agreement (including this Section 2.5(b))
                                         shall not limit or otherwise restrict the Company’s ability to enter into and negotiate
                                         agreements for the purchase and sale of renewable diesel and renewable feedstock with
                                         third parties and any such agreements, and any renewable feedstocks or renewable diesel
                                         (and any products or proceeds thereof) owned, purchased or sold by the Company shall
                                         not be governed by this Agreement unless and until the Parties have consummated the Renewable
                                         Diesel Intermediation.



 


		(c)	Cashflow
                                         Forecast. From and after the Commencement Date, the Company shall cooperate with
                                         Macquarie to develop a form of Cashflow Forecast (in form and substance satisfactory
                                         to Macquarie) by no later than the date falling 10 Business Days after the Commencement
                                         Date to enable Macquarie to monitor the Company’s compliance with the Minimum Liquidity
                                         Requirement and the requirements of Section 19.5 (Negative Covenants),



 






    25 


     


    

 


		3	TERM
                                         OF AGREEMENT



 


		3.1	Term.
                                         The Agreement shall become effective on the Effective Date, and subject to Section
                                         3.2, shall continue for a 24 month period immediately following the Commencement
                                         Date (the “Term”). The last day of the Term is the “Expiration
                                         Date”. Unless an Optional Early Termination Date or an RD Early Termination Date
                                         is designated pursuant to Section 3.2, the Term shall be automatically extended
                                         for a further year period on the date that is the then prevailing Expiration Date.



 


		3.2	Early
                                         Termination Rights.



 


		(a)	Either
                                         Party may elect to terminate this Agreement by providing the other Party notice of any
                                         such election pursuant to Article 28; provided that no such election shall be
                                         effective until the day falling 180 calendar days following the date on which such notice
                                         is delivered (the “Optional Early Termination Date”). For the avoidance
                                         of doubt, the Termination Amount for any early termination pursuant to this paragraph
                                         shall be calculated in accordance with Section 21.2.



 


		(b)	If,
                                         by the end of the RD Negotiation Period and without limiting either Parties’ rights
                                         under Section 3.2(a), Macquarie and the Company, each acting in good faith and in a commercially
                                         reasonable manner, have not been able to reach commercial agreement regarding the entry
                                         into of a Renewable Diesel Intermediation between Macquarie and the Company, the Company
                                         may elect to terminate this Agreement by providing notice of any such election (which
                                         shall specify the effective date of termination (the “RD Early Termination Date”))
                                         to Macquarie pursuant to Article 28; provided that no such election shall
                                         be effective earlier than the date falling 90 calendar days following the date on which
                                         such notice is delivered.



 


		(c)	During
                                         the period from (and including) the date on which a notice to terminate has been delivered
                                         to Macquarie or to the Company, under Section 3.2(a) or Section 3.2(b), as the case may
                                         be, but prior to occurrence of the Optional Early Termination Date or the RD Early Termination
                                         Date, as applicable, (i) each of the Parties shall cooperate in good faith and in a commercially
                                         reasonable manner with the other Party to implement an orderly transition and (ii) Macquarie
                                         will agree to use commercially reasonable efforts to facilitate a sale of all of Crude
                                         Oil and Products then stored Included Storage Locations to the Company or to a replacement
                                         intermediation provider, as the case may be.



 


		3.3	Obligations
                                         upon Termination. The Parties shall perform their obligations relating to termination
                                         pursuant to Article 21 in connection with the termination of the Agreement on
                                         the Expiration Date.



 


		4	COMMENCEMENT
                                         DATE TRANSFER



 


		4.1	Transfer
                                         and Payment on the Commencement Date. The Parties acknowledge that Macquarie’s
                                         obligations hereunder (other than its obligation under Section 2.3 above) shall
                                         commence on the Commencement Date only if the Commencement Date Volumes shall be sold
                                         and transferred to Macquarie as provided under the Inventory Sales Agreement upon payment
                                         of the Estimated Commencement Date Value as provided therein.



 


		4.2	Post-Commencement
                                         Date Reconciliation and True-Up. The Parties further acknowledge that the determination
                                         and payment of the Definitive Commencement Date Value shall be made as provided in the
                                         Inventory Sales Agreement.



 


		4.3	Posting
                                         of Independent Amount. The Company shall transfer or otherwise make available to
                                         Macquarie the Independent Amount in accordance with the Independent Amount Letter. The
                                         Independent Amount shall (a) constitute credit support for all of the Company’s
                                         obligations to Macquarie under the Transactions Documents, inclusive of all of the Company’s
                                         obligations to Macquarie under Transactions and (b) be subject to the applicable provisions
                                         of this Agreement, including Section 14.4(c), and (c) except as otherwise applied
                                         or returned in accordance with the terms of the Transaction Documents, be returned to
                                         the Company only if (and when) the Transaction Documents have been terminated and all
                                         of the Company’s respective obligations to Macquarie under the Transactions Documents
                                         have been satisfied in full.



 






    26 


     


    

 


		5	PURCHASE
                                         AND SALE OF CRUDE OIL



 


		5.1	Monthly
                                         and Weekly Forecasts and Projections.



 


		(a)	Target
                                         Month End Crude Inventory Volume and Target Month End Product Volume. No later than
                                         the twenty-fifth (25th) day of the month preceding a Delivery Month, the Company
                                         shall provide Macquarie with a preliminary written forecast in the form of Schedule
                                         P of the Target Month End Crude Inventory Volume and the Target Month End Product
                                         Volume for the following Delivery Month. During the first (1st) month of deliveries
                                         of Crude Oil made pursuant to this Agreement, the Target Month End Crude Inventory Volume
                                         and Target Month End Product Volume shall be the amounts set forth on Schedule G.



 


		(b)	Monthly
                                         Crude Forecast.



 


		(i)	No
                                         later than the tenth (10th) day of the second month preceding a Delivery Month,
                                         the Company will deliver to Macquarie the Permitted Supplier Crude Estimate for that
                                         Delivery Month;



 


		(ii)	No
                                         later than the twentieth (20th) day of the second month preceding a Delivery
                                         Month, the Company shall provide Macquarie and the Permitted Supplier with an initial
                                         mandate for that Delivery Month in the form of Schedule Q, setting forth the Refinery’s
                                         anticipated Crude Oil requirements (each, a “Monthly Crude Forecast”).
                                         The Monthly Crude Forecast will include (i) the quantity, grade and schedule of Crude
                                         Oil to be supplied to Macquarie by the Permitted Supplier in accordance with the terms
                                         of the Tripartite Crude Supply Agreement; and (ii) the quantity, grade and schedule of
                                         any Refinery Procured Crude Barrels (if any) expected to be delivered for that Delivery
                                         Month.



 


		(iii)	No
                                         later than the twenty-fifth (25th) day of the month preceding a Delivery Month,
                                         or promptly following the Company’s receipt of the Permitted Supplier’s Crude
                                         Confirmation from the Permitted Supplier (such date being, the “Monthly Crude
                                         Notification Date”), the Company will deliver to Macquarie:



 


		(A)	the
                                         Permitted Supplier’s Crude Confirmation for that Delivery Month (a “Monthly
                                         Crude Confirmation”); and



 


		(B)	an
                                         offer to purchase certain grades and quantities of Crude Oil from Macquarie (a “Monthly
                                         Crude Purchase Offer”) in accordance with the terms of this Agreement within
                                         two calendar months of the Monthly Crude Notification Date.



 


		(iv)	Macquarie
                                         shall have the right to reject any Monthly Crude Confirmation and/or any Monthly Crude
                                         Purchase Offer; provided, however, that if Macquarie determines that it is not able to
                                         accept any Monthly Crude Confirmation or any Monthly Crude Purchase Offer for a Delivery
                                         Month, it will notify the Company within one (1) Business Day of the Monthly Crude Notification
                                         Date. Macquarie shall, subject to confidentiality and compliance with its internal policies
                                         and procedures of general application and consistently applied, provide a reasonably
                                         detailed explanation for its rejection of such Monthly Crude Confirmation and/or such
                                         Monthly Crude Purchase Offer, as applicable, to the extent possible but shall be under
                                         no obligation to disclose any information that Macquarie determines, in good faith and
                                         in a commercially reasonable manner, to be confidential or proprietary information. In
                                         the event that Macquarie does not reject a Monthly Crude Confirmation or a Monthly Crude
                                         Purchase Offer within one (1) Business Day of the Monthly Crude Notification Date, Macquarie
                                         shall be deemed to have accepted the same. In the event Macquarie timely rejects any
                                         Monthly Crude Confirmation and/or any Monthly Crude Purchase Offer, the Parties will
                                         meet not later than the following day to agree upon a mutually agreeable alternative.



 


		(v)	If
                                         thereafter any change occurs outside of customary refinery operations affecting the quantity,
                                         grade or schedule of the Crude Oil to be supplied to Macquarie by the Permitted Supplier
                                         or any Third Party Supplier pursuant to Section 5.1(b)(iv) or the Refinery Procured Crude
                                         Barrels (if any) that the Company expects to procure for delivery during a Delivery Month
                                         that the Monthly Crude Forecast or Monthly Crude Confirmation relates to, the Company
                                         shall promptly advise Macquarie of such change and resolve and agree upon any needed
                                         changes in Target Month End Crude Inventory Volumes.



 






    27 


     


    

 


		(c)	Weekly
                                         Crude Projection. No later than 5:00 p.m., CT on Thursday of each week, the Company
                                         shall provide Macquarie with a written summary in the form of Schedule R of the
                                         Refinery’s projected Crude Oil runs for the next immediately succeeding Projection
                                         Week (each, a “Weekly Crude Projection”). Macquarie shall have the
                                         right to reject any Weekly Crude Projection if it determines that either (i) such Weekly
                                         Crude Projection is not consistent with the terms of any Monthly Crude Purchase Offer
                                         that has been accepted by Macquarie; and/or (ii) such Weekly Crude Projection is inconsistent
                                         with the quantities of Crude Oil expected to be stored in the Crude Storage Tanks on
                                         any day during the relevant Projection Week, after taking into account any quantities
                                         of Crude Oil that Macquarie has notified the Company that it intends to withdraw from
                                         the Crude Storage Tanks on or prior to such date in accordance with the terms of the
                                         Storage Facilities Agreement; provided, however, that in the event Macquarie does
                                         not reject a Weekly Crude Projection by Friday at 5:00 pm CT, Macquarie shall be deemed
                                         to have accepted the same. In the event that Macquarie timely rejects any Weekly Crude
                                         Projection, the Parties will meet not later than the following day to agree upon a mutually
                                         agreeable alternative to be used as the Weekly Crude Projection.



 


		(d)	Change
                                         in Weekly Crude Projection. The Company shall promptly notify Macquarie in writing
                                         upon learning of any material change in any Weekly Crude Projection or if it is necessary
                                         to delay any previously scheduled pipeline nominations.



 


		(e)	Responsibility
                                         of Company for Forecast and Projections. The Parties acknowledge that the Company
                                         is solely responsible for providing the Monthly Crude Confirmation, the Monthly Crude
                                         Purchase Offer, the Monthly Crude Forecast and the Weekly Crude Projection and for making
                                         any adjustments thereto, and the Company agrees that any forecasts and projections shall
                                         be prepared in good faith, with due regard to all available and reliable historical information
                                         and the Company’s then-current business prospects, and in accordance with Accepted
                                         Industry Practice; provided, however, that the Parties acknowledge and agree that any
                                         such forecasts and projections are only estimates and not guarantees of future performance,
                                         and the Company shall have no liability to Macquarie for any differences between such
                                         forecasts and projections provided by the Company in good faith and the actual crude
                                         requirements or runs. The Company acknowledges and agrees that (i) Macquarie shall be
                                         entitled to rely and act, and shall be fully protected in relying and acting, upon all
                                         such forecasts and projections until notified otherwise by the Company in accordance
                                         with Section 5.1(b)(v) or (d) of this Agreement, and (ii) Macquarie shall not have any
                                         responsibility to make any investigation into the facts or matters stated in such forecasts
                                         or projections.



 


		5.2	Macquarie
                                         Crude Procurement Contracts.



 


		(a)	Volume
                                         of Macquarie Procurement Barrels. On and after the Commencement Date through the
                                         end of the Term, Macquarie shall, if it has agreed to do so in accordance with the terms
                                         and conditions set forth therein, purchase from:



 


		(i)	the
                                         Permitted Supplier under the Tripartite Crude Supply Agreement; if it has agreed to do
                                         so in accordance with the terms and conditions set forth therein;



 


		(ii)	a
                                         Third Party Supplier (other than the Permitted Supplier under the Tripartite Crude Supply
                                         Agreement) but only to the extent that Macquarie has notified the Company pursuant to
                                         Section 5.2(c)(v) that it is willing and able to enter into a Macquarie Crude Procurement
                                         Contract with the relevant Third Party Supplier in relation to an Identified Crude Oil
                                         Delivery; and/or



 


		(iii)	the
                                         Company, in the limited circumstances described in Section 5.2(c)(viii) below,



 


in
each case, the Crude Oil set out in each Monthly Crude Confirmation accepted by Macquarie.


 


		(b)	Sale
                                         of Macquarie Procurement Barrels. For sales of Macquarie Procurement Barrels by Macquarie
                                         to Company, title and risk of loss for each quantity of Crude Oil shall pass to Company
                                         on an “ex works” basis (EXW Incoterms ® 2010) as the Crude Oil passes
                                         the applicable Crude Delivery Point and such title shall pass to the Company free of
                                         all Liens, other than Permitted S&O Liens which are not Permitted Article 10 Liens.
                                         The Parties acknowledge that the consideration due from the Company to Macquarie for
                                         any Crude Oil shall be paid for in accordance with Article 11.



 






    28 


     


    

 


		(c)	Procedures
                                         and Mechanisms for Additional Macquarie Crude Procurement Contracts.



 


		(i)	Macquarie
                                         and the Company may, from time to time, to the extent not prohibited by the terms of
                                         the Tripartite Crude Supply Agreement and the Shell Crude Supply Contract, agree on an
                                         ad hoc basis that Macquarie will procure Crude Oil pursuant to a Macquarie Crude
                                         Procurement Contract on such terms and subject to such conditions as the Parties may
                                         agree, each in their sole discretion.



 


		(ii)	Without
                                         limiting the foregoing, the Company may, from time to time and to the extent permitted
                                         by the terms of the Tripartite Crude Supply Agreement and the Shell Crude Supply Contract,
                                         notify Macquarie of:



 


		(A)	one
                                         or more quantities of Crude Oil available in the market for delivery (each an “Identified
                                         Crude Oil Delivery”) which:



 


		(1)	are
                                         available from a Third Party Supplier (other than the Permitted Supplier under the Shell
                                         Crude Supply Contract);



 


		(2)	are
of a specified grade; and



 


		(B)	the
                                         terms (including any applicable discount or premium to index, and terms and conditions
                                         of sale) on which such cargoes are expected to be available for purchase (for the avoidance
                                         of doubt on a DES, DAT, FOB, CFR, DAP or CIF basis (or any others as may be agreed in
                                         writing as between the parties)) and whether the Company requires freight to be arranged
                                         for such Identified Crude Oil Delivery,



 


by
providing Macquarie with a notice in the relevant form set out in Schedule L (Form of Transaction Supplement) (a “Transaction
Supplement”) or in such other form as may be agreed by the Parties in writing from time to time which:


 


		(1)	shall
                                         comply with all applicable Sanctions Laws and other Applicable Laws relating to the control
                                         of export and contract;



 


		(2)	shall
relate to a proposed contract with a Third Party Supplier:



 


		(I)	on
                                         open credit terms, unless otherwise agreed with Macquarie in its sole discretion (in
                                         which case, without duplication, any costs of expenses incurred by Macquarie in connection
                                         with the provision and maintenance of such credit support or collateral shall be deemed
                                         to be Ancillary Costs for which the Company is required to indemnify Macquarie); and



 


		(II)	which
                                         are on contract terms with the relevant Third Party Supplier that are acceptable to Macquarie;



 


		(3)	shall
                                         provide for each cargo of Crude Oil to be supplied on a customs-cleared basis where the
                                         original Third Party Supplier shall arrange and pay for export documentation and costs;



 


		(4)	shall
                                         include full charterparty options for discharge and with diversions at charterparty cost,
                                         with access to vessel and charterparty data; and



 


		(5)	when
                                         such volume of Crude Oil is expected to be purchased by the Company from Macquarie.



 


		(iii)	The
                                         Company shall use commercially reasonable efforts to:



 


		(A)	provide
                                         to Macquarie and the relevant Third Party Supplier a draft trade recap in respect of
                                         each Transaction Supplement; and



 


		(B)	agree
                                         to terms with the relevant Third Party Supplier to permit Macquarie to disclose the resultant
                                         Macquarie Crude Procurement Contract and related information to the Company,



 






    29 


     


    

 


in
each case, at the same time as its delivery of the relevant Transaction Supplement or as soon as practicable thereafter (and,
in any case, prior to Macquarie and the relevant Third Party Supplier entering into the relevant Macquarie Crude Procurement Contract).


 


		(iv)	Upon
                                         receipt of a Transaction Supplement from the Company pursuant to Section 5.2(c)(ii) above,
                                         Macquarie shall:



 


		(A)	promptly
                                         notify the Company that it has received the same; and



 


		(B)	promptly
                                         review the proposed terms of purchase of the identified delivery of Crude Oil set out
                                         in the relevant Transaction Supplement.



 


		(v)	Macquarie
                                         shall as soon as is reasonably practicable and in any event within one (1) Business Day
                                         of receipt of a Transaction Supplement pursuant to Section 5.2(c)(ii) above, notify
                                         the Company whether or not Macquarie is willing and able to enter into a contract to
                                         purchase the Identified Crude Oil Delivery on the terms set out in the Transaction Supplement
                                         (provided that if the Company indicates together with the relevant Transaction Supplement
                                         that greater urgency is required setting out a target time for response then Macquarie
                                         shall use commercially reasonable efforts to respond by the target time so notified).
                                         Macquarie may in its sole discretion determine whether or not it is willing and able
                                         to enter into such contract.



 


		(vi)	If
                                         Macquarie notifies the Company pursuant to Section 5.2(c)(v) that, subject to the terms
                                         of any Macquarie Crude Procurement Contract being in form and substance acceptable to
                                         Macquarie, it is able to enter into a Macquarie Crude Procurement Contract to purchase
                                         the Identified Crude Oil Delivery on the terms set out in the Transaction Supplement,
                                         Macquarie shall use commercially reasonable efforts to promptly enter into such Macquarie
                                         Crude Procurement Contract with the Third Party Supplier for the purchase of the Identified
                                         Crude Oil Delivery (as the same may be negotiated between Macquarie and the Third Party
                                         Supplier), provided that the Identified Crude Oil Delivery remains available for
                                         purchase on the market under those same terms (or similar terms acceptable to the Company
                                         and Macquarie) and provided always that Macquarie, in its sole discretion, may decline
                                         to enter into any such Macquarie Crude Procurement Contract. In the event that Macquarie,
                                         in its sole discretion, declines to enter into any such Macquarie Crude Procurement Contract,
                                         it shall promptly notify the Company of its decision.



 


		(vii)	Macquarie
                                         shall notify the Company promptly after entering into any Macquarie Crude Procurement
                                         Contract pursuant to Section 5.2(c)(vi) (and, in any event, no later than one (1) Business
                                         Day after entering into the relevant Macquarie Crude Procurement Contract).



 


		(viii)	If
                                         Macquarie notifies the Company that it is unwilling or unable to enter into the relevant
                                         Macquarie Crude Procurement Contract with a Third Party Supplier, the Company may instead
                                         purchase the Identified Crude Oil Delivery from the relevant Third Party Supplier and
                                         sell the relevant Identified Crude Oil Delivery to Macquarie in accordance with Section
                                         5.3 below.



 


		5.3	Refinery
                                         Procured Crude Barrels.



 


		(a)	Macquarie
                                         Purchase of Refinery Procured Crude Barrels. Macquarie shall purchase all quantities
                                         of Crude Oil which the Company procures from a Third Party Supplier (“Refinery
                                         Procured Crude Barrels”) which are consistent with the volumetric nominations
                                         in the applicable Monthly Crude Confirmation that has been accepted by Macquarie; provided
                                         that Macquarie is satisfied that the following conditions are met:



 


		(i)	such
                                         Refinery Procured Crude Barrels are of such grade as Macquarie has approved (including
                                         any of the grades specified in the Shell Crude Supply Contract);



 


		(ii)	the
                                         procurement of such Refinery Procured Crude Barrels by the Company does not breach and/or
                                         would not cause the Company or Macquarie to breach the terms of the Shell Crude Supply
                                         Agreement or the Tripartite Crude Supply Agreement;



 






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		(iii)	the
                                         quantities of Crude Oil comprising such Refinery Procured Crude Barrels do not exceed,
                                         and would not cause the Company to exceed, the maximum inventory level for Crude Oil
                                         set forth on Schedule D; and



 


		(iv)	no
                                         Relevant Default has occurred and is continuing in respect of the Company and no Event
                                         of Default has occurred and is continuing under this Agreement.



 


		(b)	Procedures
                                         and Mechanisms for Refinery Procured Crude Barrels. Prior to the delivery of any
                                         Refinery Procured Crude Barrels hereunder, the Parties shall establish procedures and
                                         mechanisms, reasonably satisfactory to Macquarie, for determining and reporting specific
                                         volumes of such Refinery Procured Crude Barrels.



 


		(c)	Sales
                                         of Refinery Procured Crude Barrels. For sales by the Company to Macquarie, they shall
                                         be on DDP (Incoterms 2010) basis (or such other basis as may be agreed between the Parties)
                                         at Current Month Pricing Benchmark(s), subject to the calculation of the Monthly True-Up
                                         Amounts as provided for on Schedule C, and title and risk of loss for each quantity
                                         of Crude Oil shall pass to Macquarie as the Crude Oil passes the applicable Crude Intake
                                         Point free of Liens other than Permitted S&O Liens. The Parties acknowledge that
                                         the consideration due from Macquarie to the Company for any Crude Oil shall be paid for
                                         in accordance with Article 11.



 


		(d)	Sale
                                         of Refinery Procured Crude Barrels. For sales of Refinery Procured Crude Barrels
                                         by Macquarie to Company, title and risk of loss for each quantity of Crude Oil shall
                                         pass to Company on an “ex works” basis (EXW Incoterms ® 2010) as the
                                         Crude Oil passes the applicable Crude Delivery Point free of Liens, other than Permitted
                                         S&O Liens which are not Permitted Article 10 Liens. The Parties acknowledge that
                                         the consideration due from the Company to Macquarie for any Crude Oil shall be paid for
                                         in accordance with Article 11.



 


		(e)	Company’s
                                         Obligation to Refinery Procured Crude Barrels. The Company acknowledges and agrees
                                         that, subject to the terms and conditions of this Agreement, it is obligated to purchase
                                         and take delivery of Refinery Procured Crude Barrels acquired by Macquarie from the Company.



 


		5.4	Sale
                                         of Crude Oil by Macquarie at Crude Delivery Points.



 


		(a)	Sale
                                         of Crude Oil by Macquarie to the Company. Provided that (a) no Default pursuant to
                                         Section 20.1(a), 20.1(d) or Section 20.1(e) of this Agreement has occurred and is continuing
                                         with respect to the Company (a “Relevant Default”); or (b) no Event
                                         of Default has occurred and is continuing:



 


		(i)	the
                                         Company shall be permitted to purchase Crude Oil from the Crude Storage Tanks and take
                                         delivery of such Crude Oil at the Crude Delivery Point in accordance with the Weekly
                                         Crude Projection and contracted for under an accepted Monthly Crude Purchase Offer, or
                                         as otherwise mutually agreed to by the Parties. The Parties acknowledge and agree that
                                         Macquarie is under no obligation to sell Crude Oil purchased by Macquarie pursuant to
                                         a Macquarie Crude Procurement Contract to the Company but, in any event, Macquarie is
                                         obliged to sell Crude Oil to the Company in accordance with the terms of any accepted
                                         Monthly Crude Purchase Offer. The sale and receipt of any Crude Oil by Company at any
                                         Crude Delivery Point shall be on an “ex works” basis (EXW Incoterms 2010)
                                         free of liens, other than Permitted S&O Liens. Upon such sale, title and risk of
                                         loss will transfer to the Company. The Company shall take all commercially reasonable
                                         actions necessary to maintain a connection with the Crude Storage Tanks to enable withdrawal
                                         and delivery of Crude Oil to be made as contemplated hereby; and



 


		(ii)	the
                                         Company may, from time to time, notify Macquarie that it wishes to optimize the Crude
                                         Oil stored in the Crude Storage Tanks by purchasing Crude Oil from such Crude Storage
                                         Tanks and on-selling such Crude Oil to a third party. In such circumstances, the Company
                                         shall take delivery of such Crude Oil at a Crude Delivery Point for such purposes which,
                                         for the avoidance of doubt, shall be different to the Crude Delivery Point for purchases
                                         of Crude Oil by the Company from Macquarie pursuant to sub-paragraph (i) above. The terms
                                         for pricing and transfer of title and risk of loss for any such sale shall be as set
                                         forth in Sections 5.2(b) and 5.3(d); provided, that, on the date falling one Business
                                         Day prior to the relevant Delivery Date, the Company shall prepay to Macquarie an amount
                                         equal to the applicable Daily Price (determined by Macquarie as of the date falling two
                                         (2) Business Days prior to the relevant Delivery Date) for any volumes of Crude Oil which
                                         the Company purchases pursuant to this Section 5.4(a)(ii) prior to the withdrawal of
                                         such Crude Oil from the Included Storage Locations. Any such prepayment will be subject
                                         to the calculation of the Monthly True-Up Amounts as provided for on Schedule C
                                         and shall be invoiced and otherwise payable by the Company in accordance with Article
                                         11 of this Agreement. For the avoidance of doubt, any such prepaid volumes shall
                                         not be separately included in the calculation of Daily Crude Sales. Any such sales shall
                                         corresponding reduce the obligations of the Parties under the relevant Monthly Crude
                                         Purchase Offer.



 






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		(b)	Included
                                         Crude Sales Transactions.



 


		(i)	Notwithstanding
                                         anything to the contrary in this Agreement, the Company may from time to time propose
                                         to Macquarie that Macquarie enter into an Included Crude Sales Transaction with a Customer.
                                         Any such proposal must specify an identified Customer and trade terms, including price,
                                         quantity, delivery period(s), product grade or other material terms (a “Crude
                                         Sales Proposal”); provided, that the Company shall not have authority
                                         to bind Macquarie to, or enter into on Macquarie’s behalf, any Included Sales Transactions
                                         and the Company shall not represent to any Person that it has such authority. Macquarie
                                         shall consider any such proposal to enter into an Included Crude Sales Transaction in
                                         good faith and in a commercially reasonable manner, but shall be under no obligation
                                         to enter into any such Included Crude Sale Transaction. Macquarie may, as a condition
                                         precedent to the entry into of any such Included Crude Sales Transaction, require in
                                         its sole and absolute discretion that (i) an additional fee is payable by the Company
                                         to Macquarie in relation to Included Crude Sales Transactions; and (ii) procedures and
                                         mechanisms for determining and reporting the quantities and grades of Crude Oil that
                                         are the subject of any Included Crude Sales Transaction are agreed between the Parties.



 


		(ii)	If,
                                         and only if, the Company and Macquarie agree on the terms for a potential Included Crude
                                         Sales Transaction (each in their sole and absolute discretion), Macquarie shall use commercially
                                         reasonable efforts to promptly enter into a binding agreement with a potential Customer
                                         on pricing terms at least as favorable to the Company as those on which the Company proposed
                                         that Macquarie enter into such Included Crude Sales Transaction, as specified in the
                                         Crude Sales Proposal. In the event that Macquarie identifies and enters into such an
                                         agreement with a Customer, Macquarie shall promptly finalize and confirm such Included
                                         Crude Sales Transaction to the Company using its ordinary documentation and confirmation
                                         procedures. Macquarie shall use commercially reasonable efforts to obtain the relevant
                                         Customer’s consent to Macquarie’s disclosing the applicable trade documents
                                         for such Included Sales Transaction to the Company.



 


		(iii)	Each
                                         of the Company and Macquarie acknowledges and agrees that the difference between the
                                         amount at which Macquarie sold the relevant quantity of Crude Oil to a Customer pursuant
                                         to an Included Crude Sales Transaction and the amount at which Macquarie would have sold
                                         such quantity of Crude Oil to the Company in accordance with the terms of Section 5.4(a)(i)
                                         of the Agreement shall form part of the calculation of the Monthly True-Up Amount.



 


		5.5	Transportation,
                                         Storage and Delivery of Crude Oil. Macquarie shall have the exclusive right to inject
                                         (except for such injections by the Company otherwise contemplated in Section 11.3),
                                         store and withdraw Crude Oil in and from the Crude Storage Tanks as provided in and subject
                                         to the Storage Facilities Agreement or applicable Required Storage and Transportation
                                         Arrangement; provided, however, that the Company shall (i) bear sole responsibility for
                                         the physical transfer of Crude Oil to and from the Crude Storage Tanks and (ii) be permitted
                                         to withdraw, transfer and inject Crude Oil to facilitate the transactions contemplated
                                         by this Agreement and as otherwise permitted by the terms of the Storage Facilities Agreement
                                         and the other Transactions Documents.



 


		5.6	Hydrocarbon
                                         Credit Support. In the event that the Company holds title to any Hydrocarbon Credit
                                         Support, the Company shall, (for the avoidance of doubt in construing Article 22)
                                         indemnify and hold harmless Macquarie, its Affiliates and their agents, representatives,
                                         contractors, employees, directors and officers, for all Liabilities directly or indirectly
                                         arising therefrom as and to the extent provided in Article 22 (and subject thereto
                                         in all respects) except to the extent such Liabilities are caused by or attributable
                                         to any of the matters for which Macquarie is indemnifying the Company pursuant to Article
                                         22.



 






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		5.7	Contract
                                         Documentation, Confirmations and Conditions.



 


Conditions
to Macquarie Delivery of Crude. Macquarie’s obligations to sell Crude Oil to the Company under this Agreement shall
be subject to (i) all of the terms and conditions of the Macquarie Crude Procurement Contracts, (ii) the Company fulfilling its
obligations to deliver Refinery Procured Crude Barrels (if any) to Macquarie and (iii) the condition precedent that no Relevant
Default and/or no Event of Default has occurred and is continuing with respect to the Company.


 


		5.8	DISCLAIMER
                                         OF WARRANTIES. EXCEPT FOR THE WARRANTY THAT (I) MACQUARIE SHALL HAVE AND CONVEY GOOD
                                         TITLE TO ALL CRUDE OIL OR PRODUCTS SOLD BY MACQUARIE TO COMPANY HEREUNDER; OR (II) THE
                                         COMPANY SHALL HAVE AND CONVEY GOOD TITLE TO ALL CRUDE OIL OR PRODUCTS SOLD TO MACQUARIE
                                         BY THE COMPANY HEREUNDER, IN EACH CASE, FREE AND CLEAR OF ALL LIENS, other
                                         than Permitted S&O Liens (WHICH, FOR CONVEYANCES TO THE COMPANY, ARE NOT PERMITTED
                                         ARTICLE 10 LIENS), NEITHER THE COMPANY NOR MACQUARIE, AS APPLICABLE, MAKES ANY
                                         WARRANTY, CONDITION OR OTHER REPRESENTATION, WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF
                                         MERCHANTABILITY, FITNESS OR SUITABILITY OF SUCH CRUDE OIL OR PRODUCTS FOR ANY PARTICULAR
                                         PURPOSE OR OTHERWISE AND ALL SUCH WARRANTIES, CONDITIONS AND OTHER REPRESENTATIONS ARE
                                         HEREBY DISCLAIMED. FURTHER, MACQUARIE MAKES NO WARRANTY OR REPRESENTATION THAT SUCH CRUDE
                                         OIL OR PRODUCTS CONFORMS TO THE SPECIFICATIONS IDENTIFIED IN ANY CONTRACT WITH THE COMPANY
                                         OR ANY THIRD PARTY SUPPLIER.



 


		5.9	Losses,
                                         Quality Claims and Claims Handling.



 


		(a)	Responsibility
                                         for volume differences. Where a delivery of Crude Oil to Macquarie from a Third Party
                                         Supplier pursuant to a Macquarie Crude Procurement Contract prices based on load volume,
                                         the Company shall indemnify and hold Macquarie harmless against any losses, costs and
                                         damages incurred by Macquarie if the actual volume of Crude Oil delivered to the relevant
                                         Crude Intake Point is less than the supplier invoiced load volume, including, without
                                         limitation as a result of Macquarie adjusting, entering into or terminating or obtaining
                                         any Related Hedges; provided that the Company shall be under no obligation to indemnify
                                         and hold Macquarie harmless against any losses, costs and damages incurred by Macquarie
                                         if such losses, costs and damages were caused as a result of the gross negligence, willful
                                         misconduct or intentional default of Macquarie.



 


		(b)	Responsibility
                                         for Specifications of Crude Oil. The failure of any Crude Oil or Product that Macquarie
                                         hereunder sells to the Company to meet the specifications or other quality requirements
                                         applicable thereto as stated in a Macquarie Crude Procurement Contract for that Crude
                                         Oil shall be for the sole account of the Company and shall not entitle the Company to
                                         any reduction in the amounts due by it to Macquarie hereunder; provided, however, that
                                         any claims made by Macquarie with respect to such non-conforming Crude Oil or Product
                                         shall be for the Company’s account and resolved in accordance with this Section
                                         5.9. The sale of any Crude Oil to the Company by Macquarie that does not meet the
                                         specifications or other quality requirements application thereto as specified in the
                                         relevant Macquarie Crude Procurement Contract for that Crude Oil shall not constitute
                                         a breach of this Agreement by Macquarie.



 


		(c)	Coordination
                                         of Resolution of Disputes with Third Parties. The Parties shall consult with each
                                         other and coordinate how to handle and resolve any claims arising in the ordinary course
                                         of business (including claims related to Crude Oil, Products, pipeline, tank transfers,
                                         ocean transportation or Ancillary Costs and any dispute, claim, or controversy arising
                                         hereunder or under or in relation to any Transaction Document between Macquarie and any
                                         of its vendors or counterparties who supply goods or services in conjunction with Macquarie’s
                                         performance of its obligations under this Agreement) made by or against Macquarie arising
                                         out of or in connection with the Transaction Documents or the transactions contemplated
                                         therein. In all instances wherein any such claims are made by a third party against Macquarie
                                         which, absent any gross negligence, willful misconduct or intentional default on the
                                         part of Macquarie, shall be for the account of the Company, the Company shall have the
                                         right, subject to Section 5.9(e), to either direct Macquarie to take commercially
                                         reasonable actions in the handling of such claims or assume the handling of such claims
                                         in the name of Macquarie, all at the Company’s cost and expense; provided that
                                         Macquarie may require that the Company assume the handling of any such claim. To the
                                         extent that the Company believes that any claim should be made by Macquarie for the account
                                         of the Company against any third party (whether a Third Party Supplier, terminal facility,
                                         pipeline, storage facility or otherwise), and subject to Section 5.9(e), Macquarie
                                         shall take any commercially reasonable actions as requested by the Company either directly,
                                         or by allowing the Company to do so, to prosecute such claim all at the Company’s
                                         cost and expense and all recoveries resulting from the prosecution of such claim shall
                                         be for the account of the Company.



 






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		(d)	Macquarie
                                         Involvement Resolution of Disputes with Third Parties. Macquarie shall, in a commercially
                                         reasonable manner, cooperate with the Company in prosecuting any such claim and shall
                                         be entitled to assist in the prosecution of such claim at the Company’s expense,
                                         if the Company so requests. In the event that Macquarie assists in the prosecution of
                                         such claim not at the request of Company, such prosecution shall be at Macquarie’s
                                         sole cost and expense. In no event may Macquarie settle any such claim without the Company’s
                                         prior written consent, such consent not to be unreasonably conditioned, delayed or withheld.
                                         In the event that Macquarie has a claim or cause of action arising under any Macquarie
                                         Crude Procurement Contract that Macquarie declines to pursue or prosecute, then Macquarie
                                         shall, upon written request of the Company, to the extent possible through the use of
                                         commercially reasonable efforts either assign such claim or cause of action to the Company,
                                         or designate the Company as Macquarie’s limited agent, so at to facilitate the
                                         Company’s ability to pursue or prosecute such claim.



 


		(e)	Disputes
                                         Subject to Indemnification Provisions. In addition, any claim that is or becomes
                                         subject to Article 22 shall be handled and resolved in accordance with the provisions
                                         of Article 22.



 


		(f)	Disputes
                                         with a Permitted Supplier: Macquarie shall be under no obligation to pay any amount
                                         to the Company in relation to any quantity, quality or other claim in relation to any
                                         Crude Oil delivered to Refinery that is the subject of a Macquarie Crude Procurement
                                         Contract including, without limitation, in relation to any damage caused to the Refinery,
                                         the Refinery Facility, the Included Storage Locations or otherwise, except and to the
                                         extent only, that Macquarie has received the corresponding payment from the Permitted
                                         Supplier or Third Party Supplier or other third party with respect to such claim.



 


		(g)	Intent
                                         of the Parties. The Parties acknowledge and agree that the excusal of Macquarie’s
                                         performance under Sections 5.9(a), 5.9(b), and otherwise under this Agreement and the
                                         other Transaction Documents, is solely for purposes of allocating the respective rights,
                                         liabilities and obligations as between Macquarie and the Company and is not intended
                                         to excuse a default or limit the liability of any third party.



 


		5.10	Communications
                                         Regarding Nominations and Deliveries. The Parties shall coordinate all nominations
                                         and deliveries according to the communications protocol on Schedule I.



 


		6	PURCHASE
                                         PRICE FOR CRUDE OIL



 


		6.1	Daily
                                         Volumes. Each Business Day the Company shall provide to Macquarie meter tickets and/or
                                         meter readings, and tank gauge readings confirming the Measured Crude Quantity for each
                                         of the Crude Storage Tanks for all Delivery Dates since the prior Business Day. The Company
                                         shall use commercially reasonable efforts to deliver such tickets, readings and other
                                         information by 10:00 a.m. CT on the relevant Business Day (as applicable) but shall in
                                         any event deliver such tickets, readings and other information by no later than 12:00
                                         pm CT on such day or Business Day.



 


		6.2	Purchase
                                         Price for Crude Oil. The per Barrel purchase price for the Daily Crude Sales and
                                         Daily Crude Purchases shall equal the Current Month Pricing Benchmark specified for Crude
                                         Oil, subject to the calculation of the Monthly True-Up Amounts as provided for on Schedule
                                         C, and Macquarie shall provide interim invoice statements (subject to the calculation
                                         of the Monthly True-Up Amount) to the Company during each month based on provisional
                                         prices (determined using the index price for the day plus the applicable Differential
                                         for such month) established in good faith by Macquarie for Barrels purchased.



 


		6.3	Material
                                         Crude Grade Changes. If either the Company or Macquarie concludes in its reasonable
                                         judgment that the specifications (including specific gravity and sulfur content of the
                                         Crude Oil) of the Crude Oil procured, or projected to be procured, differ materially
                                         from the grades that have generally been run by the Refinery or such grades that the
                                         Company may run from time to time in accordance with Accepted Industry Practice, then
                                         the Company and Macquarie shall endeavor in good faith to mutually agree on (i) acceptable
                                         price indices for such Crude Oil, and (ii) a settlement payment from one Party to the
                                         other that is sufficient to compensate the relevant Party for the relative costs and
                                         benefits to each of the price differences between the prior price indices and the amended
                                         price indices.



 






    34 


     


    

 


		6.4	Crude
                                         Purchase Adjustment. In respect of each delivery of Macquarie Procurement Barrels
                                         to a Crude Intake Point pursuant to a Macquarie Crude Procurement Contract, Macquarie
                                         shall determine whether an amount is due by one Party to the other (a “Crude
                                         Purchase Adjustment”) in accordance with the following terms and conditions:



 


		(a)	Macquarie
                                         shall determine the quantity of Barrels of Crude Oil purchased and Macquarie shall provide
                                         interim invoice statements (subject to adjustment in accordance with the Crude Purchase
                                         Adjustment contemplated in this Section 6.4(b) and (c)) for a provisional
                                         amount equal to the product of (i) the applicable number of Barrels of Crude Oil delivered
                                         on that day; and (ii) the applicable Provisional Contract Price(s) on such day (a “Third
                                         Party Supplier Crude Purchase Amount”); provided that, for delivery
                                         by vessel, a Third Party Supplier Crude Purchase Amount will not be calculated until
                                         the applicable cargo has fully discharged;



 


		(b)	If,
                                         (i) the Third Party Supplier Crude Purchase Amount exceeds the Index Crude Purchase Value,
                                         then the Crude Purchase Adjustment for that Crude Oil shall equal such excess and shall
                                         be due to Macquarie or (ii) the Index Crude Purchase Value exceeds the Third Party Supplier
                                         Crude Purchase Amount, then the Crude Purchase Adjustment for that Crude Oil shall equal
                                         such excess and shall be due to Company, in either case within two Business Days; and



 


		(c)	Once
                                         the final price is known for the relevant delivery of Crude Oil by a Third Party Supplier
                                         to Macquarie, a further true-up shall be determined and incorporated as a component of
                                         the next Monthly True-Up Amount in accordance with Schedule C.



 


		7	TARGET
                                         INVENTORY LEVELS AND DIFFERENTIAL ADJUSTMENT



 


		7.1	Target
                                         Inventory Levels. Monthly inventory targets for Crude Oil and Products shall be set
                                         pursuant to this Article 7. Such monthly inventory targets for Crude Oil and Products
                                         shall (except in the case of Crude Cargo Rollover Barrels) be subject to the minimum
                                         and maximum inventory levels set forth in Schedule D for each Pricing Group, which
                                         minimum and maximum inventory levels shall be satisfied by the procurement and sale of
                                         Crude Oil and Products in accordance with the terms hereof. The Company represents and
                                         warrants that the respective Target Month End Crude Inventory Volumes and Target Month
                                         End Product Volumes that the Company sets for each month during the Term hereof shall
                                         be the Company’s good faith estimate (which is not a guarantee of actual performance),
                                         at the time it sets such targets, of the Ending In-Tank Crude Inventory (and, as applicable,
                                         Crude Cargo Rollover Barrels) and the Ending In-Tank Product Inventory at the end of
                                         such month.



 


		7.2	Target
                                         Month End Crude Inventory Volume.



 


		(a)	Projected
                                         Monthly Run Volume. By no later than the twenty-fifth (25th) day of the
                                         month preceding each Delivery Month, the Company shall notify Macquarie of the aggregate
                                         quantity of Crude Oil that the Company expects to run at the Refinery during such Delivery
                                         Month (the “Projected Monthly Run Volume”). Macquarie shall have the
                                         right to reject any Projected Monthly Run Volume if it determines that either (i) such
                                         Projected Monthly Run Volume is not consistent with the terms of any Monthly Crude Purchase
                                         Offer that has been accepted by Macquarie; and/or (ii) such Projected Monthly Run Volume
                                         is inconsistent with the quantities of Crude Oil expected to be stored in the Crude Storage
                                         Tanks on any day during the relevant Delivery Month, after taking into account any quantities
                                         of Crude Oil that Macquarie has notified the Company that it intends to withdraw from
                                         the Crude Storage Tanks on or prior to such date in accordance with the terms of the
                                         Storage Facilities Agreement; provided, however, that in the event Macquarie does
                                         not reject a Projected Monthly Run Volume within one (1) Business Day of receipt, Macquarie
                                         shall be deemed to have accepted the same. If Macquarie elects to reject any Projected
                                         Monthly Run Volume, it shall, subject to confidentiality and compliance with its internal
                                         policies and procedures of general application and consistently applied, provide a reasonably
                                         detailed explanation for its rejection of such Projected Monthly Run Volume to the extent
                                         possible, but shall be under no obligation to disclose any information that Macquarie
                                         determines, in good faith and a commercially reasonable manner to be confidential or
                                         proprietary information. In the event that Macquarie timely rejects any Projected Monthly
                                         Run Volume, the Parties will meet not later than the following day to agree upon a mutually
                                         agreeable alternative to be used as the Projected Monthly Run Volume.



 






    35 


     


    

 


		(b)	Constraints
                                         on Target Month End Crude Inventory Volume. In establishing a Target Month End Crude
                                         Inventory Volume, the Parties acknowledge that any increase in a Target Month End Crude
                                         Inventory Volume is constrained by the maximum inventory levels specified in Schedule
                                         D and the terms of any relevant Monthly Crude Purchase Offer that has been accepted
                                         by Macquarie, and that such Target Month End Crude Inventory volumes may not exceed such
                                         limits for the applicable month without the prior written consent of Macquarie.



 


		(c)	Adjustments
                                         to Target Month End Crude Inventory Volume. The Parties may, by mutual agreement,
                                         adjust the Target Month End Crude Inventory Volume for any month. Any change to a Target
                                         Month End Crude Inventory Volume shall affect only the subject month and does not impact
                                         the calculation of the Target Month End Crude Inventory Volume in subsequent months.



 


		7.3	Target
                                         Month End Product Volume.



 


		(a)	Target
                                         Month End Product Volume; Applicable Range. Subject to events of Force Majeure, facility
                                         turnarounds, the performance of any third parties (including purchasers of Products under
                                         Included Sales Transactions and offtakers pursuant to the Tripartite Product Offtake
                                         Agreements), the Company shall, in establishing each Target Month End Product Volume,
                                         use commercially reasonable efforts to cause such Target Month End Product Volume to
                                         be within the applicable range specified for such Product on Schedule D.



 


		(b)	Changes
                                         to Target Month End Product Volume. At any time the Parties may, by mutual agreement,
                                         change such Target Month End Product Volume.



 


		7.4	Differential
                                         Adjustments. Promptly following the twenty-fifth (25th) of each month,
                                         Macquarie shall review the data for such month and the immediately succeeding Delivery
                                         Month and determine in consultation with the Company, and in good faith and in a commercially
                                         reasonable manner, whether, based on such data, an adjustment to any of the Crude Oil
                                         or Product Differentials is appropriate so as to more closely approximate applicable
                                         market differentials for Crude Oil or Product during that month; provided that,
                                         if Macquarie determines in its reasonable judgment that the data for such months does
                                         not provide a representative basis for such determination (due to anomalies, distortions
                                         or other factors identified by Macquarie), Macquarie shall adjust the applicable Crude
                                         Oil and/or Product Differentials commencing with the month immediately following such
                                         month (again in accordance with this Section 7.4). Macquarie shall deliver a revised
                                         Schedule H to the Company reflecting any such amended Differentials.



 


		7.5	Products
                                         Cover Costs.



 


		(a)	If,
                                         for any month (or portion thereof), Macquarie reasonably determines that, as a result
                                         of the Company’s failure to produce the quantities of Product projected under this
                                         Agreement, regardless of how caused (including any event of Force Majeure), Macquarie
                                         retains insufficient quantities of Product to comply with its obligations to any third
                                         parties under Included Sales Transactions, and Macquarie incurs any Products Cover Costs,
                                         then the Company shall be obliged to reimburse Macquarie for such Products Cover Costs.



 


		(b)	If,
                                         for any month (or portion thereof), the Company reasonably determines that, solely as
                                         a result of the withdrawal of Product from an Included Product Tank by Macquarie (other
                                         than pursuant to Included Sales Transactions and/or sales to the Company), there are
                                         insufficient quantities of Product available to be sold to the Company by Macquarie pursuant
                                         to Section 8.2(b) below and the Company incurs any Product Cover Costs, then Macquarie
                                         shall be obliged to reimburse the Company for such Products Cover Costs.



 


		7.6	Costs
                                         Related to Shortfall of Product.



 


		(a)	To
                                         the extent that Macquarie is required to cover, pursuant to an Included Sales Transaction,
                                         any shortfall in any Product delivery, which shortfall arises as a result of the failure
                                         by the Company to produce, store or deliver when due such Product of the correct quality
                                         and quantity, using any inventory Macquarie owns and acquires separately from the inventory
                                         owned and maintained in connection with this Agreement, regardless of how caused (including
                                         any event of Force Majeure), any out of pocket cost or loss (excluding lost profits)
                                         incurred by Macquarie in connection therewith that is not otherwise included as a Products
                                         Cover Cost shall constitute an Ancillary Cost that is to be reimbursed to Macquarie.



 






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		(b)	To
                                         the extent that, as a result of the withdrawal of Product from an Included Product Tank
                                         by Macquarie, there is a shortfall in any Product to be sold to the Company by Macquarie
                                         pursuant to Section 8.2(b) below, any out of pocket cost or loss (excluding lost profits)
                                         incurred by the Company in connection therewith that is not otherwise included as a Products
                                         Cover Cost shall, notwithstanding anything to the contrary in this Agreement, constitute
                                         an Ancillary Cost that is to be reimbursed to the Company by Macquarie.



 


		7.7	Excess
                                         Target Levels. No later than five (5) Business Days prior to the date on which the
                                         Company is obligated to establish the Target Month End Crude Inventory Volume or the
                                         Target Month End Product Volumes for any month, the Company may request that Macquarie
                                         agree to a level for any of the foregoing that, without taking into any account any Crude
                                         Cargo Rollover Barrels, exceeds that applicable maximum level set forth on Schedule
                                         D (an “Excess Inventory Level”); provided that such request may
                                         be for only such month or for a period of two (2) or more consecutive months starting
                                         with such month, as the Company shall specify in its request. If such request is made
                                         in a timely manner, Macquarie shall promptly review such request and advise the Company
                                         as to whether Macquarie accepts or rejects such Excess Inventory Level; provided that,
                                         Macquarie is under no obligation to accept any such request. If Macquarie accepts any
                                         request for an Excess Inventory Level, then for all purposes of this Agreement and in
                                         lieu of the relevant level set forth on Schedule D, such Excess Inventory Level
                                         shall constitute the maximum inventory level for the relevant Product Group for the period
                                         specified in such request; provided that, after such period, the applicable level set
                                         forth on Schedule D shall be in effect for purposes of this Agreement. If Macquarie
                                         rejects any such request, then the applicable level set forth on Schedule D shall
                                         continue in effect, unless otherwise expressly agreed by the Parties in writing.



 


		7.8	Excess
                                         Inventory Levels.



 


		(a)	Excess
                                         Quantity. If, at any time, either Party determines, with respect to any Product Group,
                                         that the aggregate quantity of such Product Group being held in the Included Storage
                                         Locations exceeds the maximum inventory level set forth on Schedule D for such
                                         Product Group in the Included Storage Locations (such excess, an “Excess Quantity”),
                                         such Party shall promptly notify the other Party of the existence and volume of such
                                         Excess Quantity. Within three (3) Business Days after such notice is given, Macquarie
                                         shall advise the Company as to whether Macquarie accepts such Excess Quantity (in which
                                         case Section 7.8(b) shall apply) or rejects such Excess Quantity (in which case
                                         Section 7.8(c) shall apply).



 


		(b)	Response
                                         for Excess Quantity. If, and as of the day that, Macquarie accepts an Excess Quantity
                                         then:



 


		(i)	for
                                         all purposes of this Agreement, the Excess Inventory Level for the relevant Product Group
                                         for the Included Storage Locations shall be increased by such Excess Quantity for the
                                         balance of the month in which such Excess Quantity was first identified and, at Macquarie’s
                                         option, for such additional month or months as Macquarie may specify; provided that if
                                         Macquarie does not accept such Excess Quantity for any additional month or months, such
                                         Excess Inventory Level shall only be in effect for the then current month and if the
                                         maximum inventory level is exceeded after the end of such current month, the provisions
                                         of this Section 7.8 shall apply anew as of the beginning the following month;
                                         and



 


		(ii)	the
                                         provisions of this Agreement relating to the purchase and sale of Product (including,
                                         without limitation, Article 8 below) shall apply as if such quantity of Product did not
                                         constitute Excess Quantity.



 


		(c)	Deferred
                                         Payment for Excess Quantity. If Macquarie rejects an Excess Quantity then, Macquarie
                                         shall purchase such Excess Quantity of Product from the Company on deferred payment terms
                                         and, accordingly, the provisions of Article 8 below shall not apply and no Monthly True-Up
                                         Amount shall be calculated in respect of such Excess Quantity. Instead, on (i) the date
                                         on which such Excess Quantity of Product is sold to the Company in accordance with the
                                         Weekly Product Projections, Macquarie shall pay to the Company an amount equal to the
                                         amount payable for the purchase of such Excess Quantity of Product by the Company, as
                                         determined in accordance with the terms of this Agreement; and (ii) the second Business
                                         Day following the date on which Excess Quantity of Product is sold to an offtaker in
                                         accordance with the terms of the relevant Tripartite Product Offtake Agreement, Macquarie
                                         shall pay to the Company an amount equal to the amount payable for the purpose of such
                                         Excess Quantity by the relevant offtaker, as determined in accordance with the terms
                                         of the relevant Tripartite Product Offtake Agreement. For the purposes of determining
                                         when any Excess Quantity of Product is sold, such Excess Quantity shall be deemed to
                                         have been withdrawn from the Included Product Tanks first.



 






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		8	PURCHASE
                                         AND DELIVERY OF PRODUCTS



 


		8.1	Purchase
                                         and Sale of Products.



 


		(a)	Macquarie
                                         Purchase of Products. From (and including) the Commencement Date through to (and
                                         including) the last day of the Term, the Company agrees to offer to sell and deliver
                                         to Macquarie, the entire Products output of the Refinery (excluding Eligible Lien Products).
                                         If Macquarie has accepted (or is deemed to have accepted) a Monthly Product Estimate
                                         delivered to it pursuant to Section 8.3 below, then Macquarie shall purchase and
                                         receive from the Company the entire Products output of the Refinery (excluding the Eligible
                                         Lien Products) during the Month in respect of which the Monthly Product Estimate relates,
                                         irrespective of whether or not such Products output is consistent with that Monthly Product
                                         Estimate.



 


		(b)	Included
                                         Product Purchase Transaction.



 


		(i)	From
                                         time to time, the Company may propose that Macquarie enter into an Included Product Purchase
                                         Transaction with an identified Product Supplier or on certain specified trade terms,
                                         such as price, quantity, delivery period(s), product grade or any other material term(s)
                                         (a “Product Purchase Proposal”). Macquarie may, in its sole and absolute
                                         discretion, reject a Product Purchase Proposal from the Company.



 


		(ii)	If,
                                         and only if, the Company and Macquarie agree on the terms for a potential Included Product
                                         Purchase Transaction, Macquarie shall use commercially reasonable efforts to promptly
                                         enter into a binding agreement with a potential Product Supplier on terms which, unless
                                         otherwise agreed by the Company, are at least as favorable to the Company as those specified
                                         by the Company in the relevant Product Purchase Proposal, to the extent such terms were
                                         accepted by Macquarie. In the event that Macquarie enters into an Included Product Purchase
                                         Transaction in accordance with the foregoing procedures, Macquarie shall promptly confirm
                                         such Included Product Purchase Transaction and its key trade terms to the Company using
                                         Macquarie’s ordinary documentation and confirmation procedures. Macquarie shall
                                         use commercially reasonable efforts to obtain the consent of each Product Supplier party
                                         to an Included Product Purchase Transaction to Macquarie’s disclosing the applicable
                                         trade documents for such Included Product Purchase Transaction to the Company and, if
                                         required and so provided, shall share such documents with the Company.



 


		(c)	Refinery
                                         Procured Product Barrels. No later than the fifteenth (15th) day of the
                                         month preceding a Delivery Month, the Company shall inform Macquarie whether the Company
                                         intends to purchase any Product (other than any Eligible Lien Product) that is being
                                         procured under a Refinery Product Contract for delivery during such Delivery Month (“Refinery
                                         Procured Product Barrels”) (such notification, a “Refinery Procured
                                         Product Notification”). In connection with each such quantity of Refinery Procured
                                         Product Barrels, the Company shall provide to Macquarie a transaction supplement in substantially
                                         the form annexed hereto as Schedule L (Form of Transaction Supplement)
                                         stating the known or estimated quantity, grade and delivery terms of such Refinery Procured
                                         Product Barrels expected to be delivered to the Included Product Tanks or such other
                                         Included Product Location designated by the Company. Macquarie shall consider any such
                                         notification in its sole and absolute discretion and shall notify the Company whether
                                         it is willing and able to purchase such Refinery Procured Product Barrels from the Company
                                         during such Delivery Month. Macquarie shall be under no obligation to consider any such
                                         Refinery Procured Product Notification unless it is satisfied that (i) no Relevant Default
                                         or Event of Default with respect to the Company has occurred and is then continuing;
                                         (ii) such Refinery Procured Product Barrels are of such grades as Macquarie has approved
                                         (including any of the grades specified in any Tripartite Products Offtake Agreement),
                                         would fall within an existing Product Group, and such quantity upon delivery does not
                                         exceed the maximum inventory level for such Products set forth on Schedule D;
                                         and (iii) the purchase by the Company of such Refinery Procured Product Barrels does
                                         not and would not cause the Company to breach the terms of any Intermediated Product
                                         Offtake Contract. If Macquarie accepts a Refinery Procured Product Notification, Macquarie
                                         shall purchase such quantity from the Company on a “DDP” (Incoterms 2010)
                                         basis (or such other basis as may be agreed between the Parties) at Current Month Pricing
                                         Benchmark(s), subject to the calculation of the Monthly True-Up Amounts as provided for
                                         in Schedule C, and title and risk of loss for such quantity shall pass to Macquarie
                                         as and when it passes the Products Intake Point free of Liens (other than Permitted S&O
                                         Liens). If any change occurs in the quantity, grade or delivery terms of the Refinery
                                         Procured Product Barrels that the Company expects to procure for delivery during such
                                         month, the Company shall promptly advise Macquarie of such change. The Parties acknowledge
                                         that the consideration due from Macquarie to the Company for any Refinery Procured Product
                                         Barrels shall be paid for in accordance with Article 11.



 






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		8.2	Sale
                                         and Purchase of Products.



 


		(a)	Sale
                                         of Products from the Company to Macquarie. Unless otherwise agreed by Macquarie,
                                         all Products output of the Refinery (other than Eligible Lien Products) that Macquarie
                                         has agreed to purchase pursuant to Section 8.1(a) above shall be delivered and
                                         sold by the Company to Macquarie at the Products Intake Point of the Included Product
                                         Tanks on a DDP (Incoterms 2010) basis (or such other basis as may be agreed between the
                                         Parties) at the Current Month Pricing Benchmark(s), subject to the calculation of the
                                         Monthly True-Up Amounts as provided for in Schedule C, free and clear of all Liens
                                         (other than Permitted S&O Liens), with the Company being responsible for ensuring
                                         transportation and delivery of such Product into the Included Product Tanks. Title and
                                         risk for loss shall transfer from the Company to Macquarie at the time of such sale.



 


		(b)	Sale
                                         of Products by Macquarie to the Company. Provided no Relevant Default and/or Event
                                         of Default has occurred and is continuing, the Company shall be permitted to purchase
                                         Products from the Included Product Tanks and take delivery of such Products at any Products
                                         Delivery Point in accordance with any accepted Weekly Products Projection, or as otherwise
                                         mutually agreed to by the Parties. Though not obligated to do so, Macquarie shall, absent
                                         a Relevant Default or an Event of Default, use commercially reasonable efforts to sell
                                         Products to the Company before selling to another Person. The sale and delivery of any
                                         Products by Macquarie at the Products Delivery Point shall be on an “ex works”
                                         basis (EXW Incoterms 2010) at the Current Month Pricing Benchmark(s), subject to the
                                         calculation of the Monthly True-Up Amounts as provided for in Schedule C, and
                                         free of Liens, other than Permitted S&O Liens which are not Permitted Article 10
                                         Liens. Title and risk of loss for such Products shall pass to the Company as such Products
                                         pass the applicable Products Delivery Point. The Company shall bear sole responsibility
                                         for the withdrawal of Products from the Included Product Tanks. The Company shall take
                                         all commercially reasonable actions necessary to maintain a connection with the Included
                                         Product Tanks to enable withdrawal and delivery of Products to be made as contemplated
                                         hereby.



 


		(c)	Sale
                                         of Products by Macquarie to Third Party. Macquarie shall not be required to enter
                                         into any transactions involving the sale of Products to any third party other than an
                                         offtaker pursuant to a Tripartite Product Offtake Agreement. Notwithstanding the foregoing
                                         the Company may from time to time propose to Macquarie that Macquarie enter into an Included
                                         Sales Transaction, which proposal must specify an identified Customer and trade terms,
                                         including price, quantity, delivery period(s), product grade or other material terms
                                         (a “Third Party Product Sales Proposal”); provided, that the
                                         Company shall not have authority to bind Macquarie to, or enter into on Macquarie’s
                                         behalf, any Included Sales Transactions and the Company shall not represent to any Person
                                         that it has such authority.



 


		(d)	If,
                                         and only if, the Company and Macquarie agree on the terms for a potential Included Sales
                                         Transaction (each in their sole and absolute discretion). Macquarie shall use commercially
                                         reasonable efforts to promptly enter into a binding agreement with a potential Customer
                                         on pricing terms at least as favorable to the Company as those specified in the Third
                                         Party Product Sales Proposal, to the extent such terms were accepted by Macquarie. In
                                         the event that Macquarie identifies and enters into such an agreement with a Customer,
                                         Macquarie shall promptly finalize and confirm such Included Sales Transaction to the
                                         Company using its ordinary documentation and confirmation procedures. Macquarie shall
                                         use commercially reasonable efforts to obtain the consent of each Customer party to an
                                         Included Sales Transaction to Macquarie’s disclosing the applicable trade documents
                                         for such Included Sales Transaction to the Company.



 






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		8.3	Expected
                                         Yield and Estimated Output; Weekly Products Projection.



 


		(a)	Estimated
                                         Yield.



 


		(i)	From
                                         time to time, based on its then current operating forecast for the Refinery, the Company
                                         may provide to Macquarie a revised expected Product yield for the Refinery (each, a “Revised
                                         Estimated Yield” and, together with the Initial Estimated Yield, an “Estimated
                                         Yield”).



 


		(ii)	By
                                         no later than the last Business Day of each month, the Company shall deliver to Macquarie,
                                         its expected Product yield for the Refinery for the next three calendar months (the “90-day
                                         Product Yield”).



 


		(b)	Monthly
                                         Product Estimate.



 


		(i)	No
                                         later than the twenty-fifth (25th) day of the month preceding a Delivery Month,
                                         the Company shall, based on the then current Estimated Yield and such other operating
                                         factors as it deems relevant, prepare and provide to Macquarie an estimate in the form
                                         of Schedule T of the Product quantities it expects to deliver to Macquarie during
                                         such month (each, a “Monthly Product Estimate”).



 


		(ii)	Macquarie
                                         shall have the right to reject any Monthly Product Estimate if it determines that (i)
                                         a Relevant Default has occurred and is continuing in respect of the Company and/or an
                                         Event of Default has occurred and is continuing; or (ii) such Monthly Product Estimate
                                         is not consistent with the terms of any relevant Monthly Crude Purchase Offer that Macquarie
                                         has accepted; provided, however, that in the event Macquarie does not reject the same
                                         within one (1) Business Day after receiving the Monthly Product Estimate, Macquarie shall
                                         be deemed to have accepted the same. In the event Macquarie timely rejects any Monthly
                                         Product Estimate, the Parties will meet not later than the following day to seek to agree
                                         upon a mutually agreeable alternative.



 


		(c)	Weekly
                                         Product Projection. No later than 5:00 p.m., CT on Thursday of each week, the Company
                                         shall provide Macquarie with a written summary in the form of Schedule S of the
                                         Company’s projected Product purchases from Macquarie at the Included Product Tanks
                                         for the next immediately succeeding Projection Week (each, a “Weekly Product
                                         Projection”). Macquarie shall have the right to reject any Weekly Product Projection
                                         if it determines that (i) a Relevant Default has occurred and is continuing in respect
                                         of the Company and/or an Event of Default has occurred and is continuing; or (ii) such
                                         Weekly Product Projection is not consistent with the quantities of Product expected to
                                         be stored in the Included Product Tanks on any day during the relevant Delivery Month,
                                         after taking into account any quantities of Product that Macquarie has notified the Company
                                         that it intends to withdraw from the Included Product Tanks on or prior to such date
                                         in accordance with the terms of the Storage Facilities Agreement. In the event Macquarie
                                         does not reject a Weekly Product Projection by 5:00 pm CT on the next succeeding Friday,
                                         Macquarie shall be deemed to have accepted the same. In the event Macquarie timely rejects
                                         any Weekly Product Projection, the Parties will meet not later than the following day
                                         to seek to agree upon a mutually agreeable alternative.



 






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		8.4	Delivered
                                         Quantities.



 


		(a)	Readings.
                                         For each Delivery Date, the Company shall provide to Macquarie meter tickets and/or meter
                                         readings and tank gauge readings confirming the Measured Product Quantity in each Included
                                         Product Tank for each Product delivered during that Delivery Date and other such relevant
                                         information including but not limited to Product identifiers and the location of Products,
                                         aggregated on a Product Group basis. The Company shall use commercially reasonable efforts
                                         to deliver such meter tickets and/or meter readings and tank gauge readings, by no later
                                         than 10:00 a.m. CT on the first Business Day following such Delivery Date but shall in
                                         any event deliver such meter tickets and/or meter readings and tank gauge readings by
                                         no later than 12:00 pm CT on such Business Day.



 


		(b)	Correction
                                         of Readings. If the Company determines that any meter tickets and/or meter readings
                                         and tank gauge readings provided pursuant to clause (a) above are inaccurate, the Company
                                         shall provide to Macquarie such corrected meter tickets and/or meter readings and tank
                                         gauge readings by no later than 10:00 a.m. CT on the third (3rd) Business
                                         Day following the date on which such determination is made.



 


		8.5	Product
                                         Specifications. The Company agrees that all Products sold to Macquarie hereunder
                                         shall conform to the respective specifications set forth on Schedule B or to such
                                         other specifications as are from time to time agreed upon by the Parties, provided that
                                         Products that do not conform to specifications shall be subject to mutual agreement between
                                         the Parties, each acting in good faith and in a commercially reasonable manner, as to
                                         a product differential to reflect such difference in values. The sale of any Products
                                         by the Company to Macquarie that do not conform to the respective specifications set
                                         forth on Schedule B or to such other specifications as are from time to time agreed
                                         upon by the Parties shall not constitute an Event of Default in respect of the Company.



 


		8.6	Purchase
                                         Price of Products. The per Barrel purchase price for the Daily Product Sales and
                                         Daily Product Purchases for each type of Product Group bought or sold hereunder shall
                                         equal the Current Month Pricing Benchmark specified for such Product Group, subject to
                                         the calculation of the Monthly True-Up Amount provided for on Schedule C.



 


		8.7	Storage
                                         of Products. Macquarie shall have the exclusive right (to the extent that such exclusive
                                         right can be granted, and except to the extent otherwise expressly contemplated in Section
                                         7.8) to inject into, store in and withdraw Products from the Included Product Tanks
                                         as provided under the Storage Facilities Agreement and, if hereafter entered into, any
                                         Required Storage and Transportation Arrangements; provided, however, that the Company
                                         shall be permitted to withdraw, transfer and inject Products to facilitate the transactions
                                         contemplated by this Agreement and as otherwise permitted by the terms of the Storage
                                         Facilities Agreement and the other Transactions Documents.



 


		8.8	Material
                                         Product Grade Changes. If either the Company or Macquarie concludes in its reasonable
                                         judgment that the specifications or the mix of the constituents of a Pricing Group produced,
                                         or projected to be produced, differ materially from those that have generally been produced
                                         by the Refinery or those that the Company may produce from time to time in accordance
                                         with Accepted Industry Practice, then the Company and Macquarie shall endeavor in good
                                         faith to mutually agree on (i) acceptable price indices for such Product, and (ii) a
                                         settlement payment from one Party to the other sufficient to compensate the relevant
                                         Party for the relative costs and benefits to each of the price differences between the
                                         prior price indices and the amended price indices.



 


		8.9	Product
                                         Purchase and Product Sale Adjustments.



 


		(a)	Product
                                         Sale Adjustment. For each day during the Term and for each Product Group, Macquarie
                                         shall determine whether an amount is due by one Party to the other in relation to Included
                                         Sales Transactions in accordance with the following terms and conditions:



 


		(i)	In
                                         respect of each Product Group and all related Included Sales Transactions entered into
                                         on that day, Macquarie shall provide interim invoice statements to the Company during
                                         each day for a provisional amount equal to the aggregate sum of the products in relation
                                         to each relevant Included Sales Transactions of (A) the quantity of Barrels of such Product
                                         Group sold pursuant to such Included Sales Transaction on such day; and (B) the applicable
                                         Provisional Contract Price (such aggregate sum, the “Aggregate Product Sale
                                         Amount”);



 






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		(ii)	If,
                                         for any Product Group and relevant day, (i) the Aggregate Product Sale Amount exceeds
                                         the Index Product Sale Value, then the Product Sale Adjustment for that Product Group
                                         shall equal such excess and shall be due to the Company or (ii) the Index Product Sale
                                         Value exceeds the Aggregate Product Sale Amount, then the “Product Sale Adjustment”
                                         for that Product Group shall equal such excess and shall be due to Macquarie, in each
                                         case within two Business Days; and



 


		(iii)	Once
                                         the final price is known for the relevant delivery of Product by Macquarie to a Customer,
                                         a further true-up shall be determined and incorporated as a component of the next Monthly
                                         True-Up Amount in accordance with Schedule C.



 


		(b)	Product
                                         Purchase Adjustment. For each day during the Term and for each Product Group, Macquarie
                                         shall determine whether an amount is due by one Party to the other in relation to Included
                                         Product Purchase Transaction in accordance with the following terms and conditions:



 


		(i)	In
                                         respect of each Product Group and all related Included Product Purchase Transactions
                                         entered into on a day, Macquarie shall provide interim invoice statements to the Company
                                         during each day for a provisional amount equal to the aggregate sum of the products in
                                         relation to each Included Product Purchase Transaction of (A) the quantity of Barrels
                                         of such Product Group purchased by Macquarie pursuant to such Included Product Purchase
                                         Transaction; and (B) the applicable Provisional Contract Price (such amount being, the
                                         “Aggregate Product Purchase Amount” in respect of that day);



 


		(ii)	If,
                                         for any Product Group and day, (i) the Aggregate Product Purchase Amounts exceeds the
                                         Index Product Purchase Value, then the Product Purchase Adjustment for that Product Group
                                         shall equal such excess and shall be due to Macquarie or (ii) the Index Product Purchase
                                         Value exceeds the Aggregate Product Purchase Amounts, then the “Product Purchase
                                         Adjustment” for that Product Group shall equal such excess and shall be due
                                         to the Company, in each case within two Business Day; and



 


		(iii)	Once
                                         the final price is known for the relevant purchase of Product by Macquarie from a Products
                                         Supplier, a further true-up shall be determined and incorporated as a component of the
                                         next Monthly True-Up Amount in accordance with Schedule C.



 


		8.10	Upon
                                         reasonable request by the Company, Macquarie shall provide such information from Macquarie’s
                                         settlement model as the Company may reasonably request regarding the accounting for and
                                         settlement of transactions, movements and other costs and amounts under the Transaction
                                         Documents.



 


		9	ANCILLARY
                                         COSTS and MONTH END INVENTORY



 


		9.1	Ancillary
                                         Costs.



 


		(a)	The
                                         Parties agree that, to the maximum extent reasonably practicable, the Company shall pay
                                         directly any item that would constitute an Ancillary Cost.



 


		(b)	Without
                                         limiting the foregoing, the Company agrees to reimburse Macquarie for all Ancillary Costs
                                         incurred by Macquarie. Such reimbursement shall occur from time to time upon demand of
                                         Macquarie to the Company and shall be invoiced to the Company in accordance with Article
                                         11 below. When making such demand, Macquarie shall promptly provide the Company with
                                         copies of any relevant trade tickets, invoices or other supporting documentation for
                                         Ancillary Costs incurred by Macquarie and shall consult with the Company, in good faith
                                         and in a commercially reasonable manner to the extent that any such Ancillary Costs are
                                         disputed or relate to a claim that has been made against Macquarie prior to settling
                                         any such Ancillary Costs.



 


		(c)	To
                                         the extent the Company has not paid or reimbursed Macquarie for any Ancillary Costs then
                                         outstanding and payable with respect to any month or any adjustments or refunds have
                                         occurred with respect to any Ancillary Costs previously paid or reimbursed, Macquarie
                                         may include in the Monthly True-Up Amount for such month as a separate line item on the
                                         applicable Monthly True-Up Amount invoice an amount to compensate the Parties, as appropriate,
                                         for such items.



 






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		(d)	From
                                         time to time upon the reasonable request of either Party, the Parties shall consult to
                                         assess whether (i) Ancillary Costs actually being incurred are consistent with the expectations
                                         of the Parties and the terms of this Agreement, (ii) procedures for paying, handling
                                         or otherwise dealing with Ancillary Costs can be improved or should be modified, (iii)
                                         documentation relating to substantiation of Ancillary Costs is sufficient and (iv) in
                                         any other respect the processing of Ancillary Costs hereunder can or improved or modified.



 


		9.2	Month
                                         End Inventory.



 


		(a)	Ending
                                         Inventory.



 


		(i)	On
                                         the first Business Day of any Delivery Month, the Company, using Best Available Inventory
                                         Data, provided that if such inventory data is not available, using the last day for which
                                         such data is available, shall report to Macquarie the following: (i) the aggregate volume
                                         of Crude Oil held in the Crude Storage Tanks at that time (the “Ending In-Tank
                                         Crude Inventory”), (ii) for each Product, the aggregate volume of such Product
                                         held in the Included Product Locations at that time (each, an “Ending In-Tank
                                         Product Inventory”), and (iii) for each Product, the aggregate volume of such
                                         Product held in the Company Storage Locations at that time (each, an “Ending
                                         Company Product Inventory”). The Company shall use commercially reasonable
                                         efforts to deliver the Ending In-Tank Crude Inventory, the Ending In-Tank Product Inventory,
                                         and the Ending Company Product Inventory by 10:00 a.m. CT on the relevant Business Day,
                                         but shall in any event deliver the same by no later than 12:00 pm CT on such Business
                                         Day.



 


		(ii)	As
                                         of 11:59 p.m., CT, on the last day of each month, the Company shall apply the Volume
                                         Determination Procedures to the Included Storage Locations, and Company Storage Locations
                                         and based thereon shall determine for such month (i) the aggregate volume of Crude Oil
                                         held in the Included Storage Locations at that time, (ii) for each Product, the aggregate
                                         volume of such Product held in the Included Product Locations at that time and (iii)
                                         for each Product, the aggregate volume of such Product held in the Company Storage Locations
                                         at that time. The Company shall notify Macquarie of such volumes by no later than 5:00
                                         p.m., CT on the fifth Business Day thereafter, except that with respect to volume information
                                         provided by third parties, the Company shall endeavor to cause third parties to provide
                                         such information to Macquarie by the fifteenth (15th) day after the end of such month.



 


		(b)	Inspection
                                         of Volume Determination Procedures. Macquarie may, or may have Macquarie’s
                                         Inspector, at Macquarie’s sole cost and expense, witness all or any aspects of
                                         the Refinery Facilities or any Included Storage Location or Company Storage Location
                                         as Macquarie shall direct. If, in the reasonable judgment of Macquarie or Macquarie’s
                                         Inspector, the Volume Determination Procedures have not been applied correctly, then
                                         the Company shall cooperate with Macquarie, or Macquarie’s Inspector, to ensure
                                         the correct application of the Volume Determination Procedures, including making such
                                         revisions to the Ending In-Tank Crude Inventory, any Ending In-Tank Product Inventory
                                         and any Ending Company Product Inventory as may be necessary to correct any such errors.



 


		(c)	Records
                                         Related to Volume Determination. The Company agrees that in addition to reporting
                                         to Macquarie the volume determinations made by the Company pursuant to Section 9.2(a),
                                         the Company shall provide to Macquarie copies of all volume reports and statements related
                                         to Crude Oil or Products held at any Included Storage Locations or Company Storage Locations
                                         or with respect to any hydrocarbon inventories held by the Company at any other locations
                                         including any inventory, quantity, or quality inspection reports prepared by a third
                                         party.



 


		10	Pledge
                                         over MacquArie’s Property



 


Notwithstanding
anything to the contrary contained in any agreement or in any Transaction Document or otherwise in effect, the Company hereby
acknowledges and agrees that, Macquarie may, and shall have the right to, pledge and grant a security interest, in favor of any
lender to Macquarie from time to time (a “Macquarie Lender”), in and to Macquarie’s Property (and for
the avoidance of doubt, Macquarie’s Property does not include the assets or rights of the Company) that is subject to this
Agreement (including, without limitation, Crude Oil and Products to which Macquarie holds title while located in Crude Storage
Tanks and Included Product Locations), in each case, as collateral security for any and all obligations due and owing by Macquarie
or its Affiliates to any such Person, without the need for any consent or approval of, or any further action taken by, the Company
or any of the Company’s Affiliates. In consideration of the foregoing, Macquarie shall procure that any such liens and security
interests shall be terminated and extinguished automatically at such time as this Supply and Offtake Agreement is terminated (other
than with respect to any provisions or obligations, including indemnity obligations, as applicable, that survive such termination
pursuant to the terms of the Transaction Documents) and the Company has performed all of its payment obligations under Article
20 and Article 21 of this Agreement.


 






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		11	PAYMENT
                                         PROVISIONS



 


		11.1	Interim
                                         Payments.



 


		(a)	Macquarie
                                         Interim Payments. For each Delivery Date, Macquarie shall calculate a provisional
                                         payment (each a “Macquarie Interim Payment”) by applying the applicable
                                         Daily Prices to the Daily Crude Purchases and Daily Product Purchases for that day.



 


		(b)	Company
                                         Interim Payments. For each day, Macquarie shall calculate a provisional payment (each
                                         a “Company Interim Payment”) by applying the applicable Daily Prices
                                         to the Daily Crude Sales for that day and Daily Product Sales for that day (or, in either
                                         case, in relation to any volumes of Crude Oil and/or Products which the Company is required
                                         to prepay for). If, in accordance with the terms of this Agreement, the Company is required
                                         to prepay for any volume of Crude Oil and/or Products, the applicable Daily Price shall
                                         be determined as of the date falling two (2) Business Days prior to the relevant Delivery
                                         Date and shall be paid by no later than 5:00 p.m. CT on the date falling one (1) Business
                                         Day prior to the relevant Delivery Date.



 


		(c)	Macquarie
                                         shall determine the Macquarie Interim payments and Company Interim Payments using Best
                                         Available Inventory Data; provided that if inventory data have not been reported on any
                                         day within a two (2) Business Day period, Macquarie shall use the inventory data for
                                         the day occurring during the thirty (30) day period preceding such day that results in
                                         the largest Daily Crude Sales, in any case resulting in an amount equal to the highest
                                         daily amount that would be payable to Macquarie (or lowest amount payable by Macquarie);
                                         provided further that, if Macquarie determines (including without limitation upon Macquarie’s
                                         receipt of updated Best Available Inventory Data) that any inventory data or assumption
                                         or estimate it has used in such determination was inaccurate, then Macquarie shall adjust
                                         future Company Interim Payments or Macquarie Interim Payments, as applicable, to take
                                         account of any corrected or updated inventory data, and Macquarie shall notify the Company
                                         of such adjustment when made.



 


		(d)	The
                                         Company shall, at the end of each day, provide to Macquarie inventory reports in the
                                         form set forth on Schedule F, showing the quantity of (i) Crude Oil held in the
                                         Crude Storage Tanks, (ii) Products held in the Included Product Locations and (iii) Products
                                         that are Company Product Inventory.



 


		(e)	Invoices
                                         for Interim Payments. For any Business Day, the Interim Payments and the Party responsible
                                         for such Interim Payments shall be determined by Macquarie for all Delivery Dates since
                                         the prior Business Day and Macquarie shall advise the Company of the amount of Interim
                                         Payments via invoice. Each invoice will contain a breakdown of the applicable Product
                                         Groups.



 


		(f)	Payment
                                         Due Dates of Interim Payments. The Interim Payment shall be made by the responsible
                                         Party on the Business Day that follows the day Macquarie issues the applicable invoice.



 


		11.2	Monthly
                                         True-Up Amount.



 


		(a)	Macquarie
                                         shall use commercially reasonable efforts to provide to the Company, within five (5)
                                         Business Days following receipt of the Ending In-Tank Crude Inventory and the Ending
                                         In-Tank Product Inventory pursuant to Section 9.2, a calculation and appropriate
                                         documentation to support the calculations for such month contemplated in the Transaction
                                         Documents for the Monthly True-Up Amount as set forth in Schedule C. Macquarie
                                         may from time to time during a month, if it determines that the Company is not or will
                                         not be in compliance with the Minimum Liquidity Requirement, calculate and invoice the
                                         Company for a provisional Monthly True-Up Amount based on all applicable data available
                                         to it at the time.



 






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		(b)	If
                                         the final or provisional Monthly True-Up Amount is a negative number, then the absolute
                                         value of such number shall be the amount due from Macquarie to the Company, and if the
                                         final or provisional Monthly True-Up Amount is a positive number, such amount shall be
                                         due from the Company to Macquarie. The Company shall pay any final or provisional Monthly
                                         True-Up Amount due to Macquarie no later than the two (2) Business Days after the Company’s
                                         receipt of the relevant invoice and all related documentation supporting the invoiced
                                         amount or such earlier date as may be required by Macquarie if it determines that the
                                         Minimum Liquidity Requirement has been breached on or prior to such date and such breach
                                         is continuing at the time the payment is due.



 


		(c)	Macquarie
                                         may, upon reasonable request from the Company, provide the Company with a good faith
                                         estimate of the expected quantum of any provisional Monthly True-Up Amount that would
                                         be payable by the Company if the Company were to breach the Minimum Liquidity Requirement.



 


		11.3	Maximum
                                         Inventory Levels. Notwithstanding any transfer of title to Macquarie to any Crude
                                         Oil or Products or the quantity of any Eligible Hydrocarbon Inventory in a Company Storage
                                         Location, Macquarie shall not be obligated at any time to pay for any quantity of Crude
                                         Oil or Product under Section 11.1 or 11.2 or otherwise hereunder to the
                                         extent such payment would relate to an aggregate quantity of Products in the Included
                                         Storage Locations in excess of the then applicable maximum inventory level as set forth
                                         on Schedule D or as may have been temporarily adjusted under Section 7.7.



 


		11.4	Invoices.



 


		(a)	Invoices
                                         shall be provided to the Company by Macquarie not later than 5:00 pm CT on a Business
                                         Day (and if delivered thereafter shall be deemed delivered on the next succeeding Business
                                         Day).



 


		(b)	If
                                         the Company in good faith disputes the amount of any invoice issued by Macquarie relating
                                         to any amount payable hereunder (including Interim Payments, Monthly True-Up Amounts
                                         or Ancillary Costs), the Company shall pay Macquarie the undisputed amount of such invoice
                                         by the due date and inform Macquarie in writing of the portion of the invoice with which
                                         it disagrees and why; the Company may retain such disputed amount pending resolution
                                         of such dispute. The Parties shall cooperate in resolving the dispute expeditiously.
                                         If the Parties agree that the Company does owe some or all of the disputed amount or
                                         as may be determined by a court pursuant to Article 26, the Company shall pay
                                         such amount to Macquarie, together with interest at a rate equal to SOFR plus 350 basis
                                         points from the date such amount was originally due, within two (2) Business Days from,
                                         as appropriate, the date of their agreement or the date of the final, non-appealable
                                         decision of such court. Following resolution of any such disputed amount, Macquarie shall
                                         issue a corrected invoice and any residual payment that would be required thereby shall
                                         be made by the appropriate Party within two (2) Business Days or, to the extent the payment
                                         is due from the Company, such earlier date after delivery of such invoice as Macquarie
                                         may require by specifying therein if it determines that the Minimum Liquidity Requirement
                                         has been breached on or prior to such date and that such breach is continuing at such
                                         time as such invoice is delivered.



 


		11.5	Payment
                                         Netting. All payments owing under each Crude Transaction and each Product Transaction
                                         (each individually referred to as a “Transaction” and collectively,
                                         “Transactions”) shall be net such that all amounts owing on a particular
                                         day shall result in a single net payment by the owing Party to the owed Party. The Parties
                                         agree that if on any date amounts are due and payable by each Party to the other, then,
                                         on such date, each Party’s obligation to make payment of any such amounts will
                                         be automatically satisfied and discharged by netting the aggregate amount payable by
                                         one Party against the aggregate amount payable by the other Party and replacing those
                                         payment obligations with a single payment obligation (such obligation, a “Net
                                         Payment Amount”) of the Party owing the larger such aggregate amount to pay
                                         the net difference between such aggregate amounts to the other Party on the applicable
                                         payment date by wire transfer of immediately available funds. The Parties shall cooperate
                                         to calculate the aggregate mutual amounts due and payable to or from each Party by examining
                                         the payments due on each applicable payment date and determining which Party is the net
                                         payer and which is the net receiver.



 






    45 


     


    

 


		11.6	Other
                                         Feedstocks. If Macquarie procures any catfeed or other non-Crude Oil feedstocks for
                                         the Company to run at the Refinery, the Parties shall agree in connection with such procurement
                                         upon terms for incorporating the purchase of such feedstocks into the daily and monthly
                                         settlements contemplated by Section 11.1 and 11.2 above.



 


		11.7	Interest.
                                         Interest shall accrue on late payments under this Agreement at the Default Interest Rate
                                         from the date that payment is due until the date that payment is actually received by
                                         Macquarie.



 


		11.8	Payment
                                         in Full in Same Day Funds. 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 and, in respect
                                         of payments to be made to the Company by Macquarie, by no later than 5:00 p.m. (CT).



 


		11.9	Shipments
                                         from Blakely Island: Any sales of Product by Macquarie to the Company for onward
                                         delivery by the Company to any of the Company’s customers by way of a vessel loading
                                         at Blakely Island must be prepaid by the Company prior to any removal from the Included
                                         Product Locations or any delivery or transfer of title to such Product.



 


		11.10	Minimum
                                         Liquidity Requirement: If, at any time, Macquarie determines that the Company has
                                         failed to maintain Unrestricted Cash in compliance with the requirements of Section
                                         19.5, then, without prejudice to any of Macquarie’s rights or remedies under
                                         any Transaction Documents or otherwise, Macquarie may require that (i) to the extent
                                         that the Company is purchasing Product from Macquarie pursuant to Section 8.2(b) above,
                                         that the Company prepay the amount payable to Macquarie prior to any removal from the
                                         Included Product Locations or any delivery or transfer of title to such Product; and
                                         (ii) 8.2(b)accelerate the timing for any other payments due from the Company to Macquarie
                                         in accordance with the terms of this Agreement.



 


		12	Eligible
                                         Hydrocarbon Inventory



 


		12.1	Eligible
                                         Hydrocarbon Inventory Reporting.



 


		(a)	For
                                         each day during the Term, the Company shall provide to Macquarie on the first Business
                                         Day following such day, via email, a report in form and substance reasonably satisfactory
                                         to Macquarie as illustrated in Schedule F (the “Inventory Report”)
                                         showing the inventory quantities that then constitute Eligible Hydrocarbon Inventory,
                                         including the quantity and location of each type of inventory. The Company shall use
                                         commercially reasonable efforts to deliver the Inventory Report by 10:00 a.m. CT on the
                                         relevant Business Day but shall in any event deliver such Inventory Reports by no later
                                         than 12:00 pm CT on such Business Day.



 


		(b)	By
                                         delivering an Inventory Report, the Company shall be deemed to represent and warrant
                                         to Macquarie (to the same extent as if set forth in this Agreement) that all Hydrocarbons
                                         identified as Eligible Hydrocarbon Inventory in such report meet all the requirements
                                         of Eligible Hydrocarbon Inventory set forth in this Agreement.



 


		13	INDEPENDENT
                                         INSPECTORS; STANDARDS OF MEASUREMENT



 


		13.1	Macquarie
                                         shall be entitled to have Macquarie’s Inspector, at Macquarie’s sole cost
                                         and expense, present at any time the Volume Determination Procedures are to be applied
                                         in accordance with the terms of this Agreement and to observe the conduct of Volume Determination
                                         Procedures. The foregoing notwithstanding, the reasonable out of pocket costs, of the
                                         initial surveying by an independent inspector of the Company’s facilities, shall
                                         be paid by the Company.



 


		13.2	In
                                         addition to its rights under Section 13.1, Macquarie may, from time to time during
                                         the Term of this Agreement, upon reasonable prior notice to the Company, have Macquarie’s
                                         Inspector conduct surveys and inspections of any of the Included Tanks or observe any
                                         Crude Oil or Product transmission, handling, metering or other activities being conducted
                                         at such Included Tanks or any delivery or offtake point; provided that such surveys,
                                         inspections and observations shall not materially interfere with the ordinary course
                                         of business being conducted at such Included Tanks or the Refinery. The Company shall
                                         cover the reasonable costs of no more than any one such inspection per calendar quarter,
                                         which shall constitute Ancillary Costs for the purposes of this Agreement and accordingly,
                                         shall be invoiced to the Company no more frequently than once per quarter and shall be
                                         payable in accordance with Article 11. The Company acknowledges and agrees that, subject
                                         to the provision of reasonable prior notice to the Company, Macquarie shall not be prevent
                                         from conducting inspections more than once per calendar month if it considers it necessary
                                         or appropriate to do so.



 






    46 


     


    

 


		13.3	In
                                         the event that recalibration of meters, gauges or other measurement equipment is requested
                                         by Macquarie such as “strapping,” the Parties shall select a mutually agreeable
                                         certified and licensed independent petroleum inspection company (the “Independent
                                         Inspection Company”) to conduct such recalibration. The cost of the Independent
                                         Inspection Company is to be shared equally by the Company and Macquarie.



 


		13.4	Standards
                                         of Measurement. All quantity determinations herein shall be corrected to sixty (60)
                                         degrees Fahrenheit based on a U.S. gallon of two hundred thirty one (231) cubic inches
                                         and forty two (42) gallons to the Barrel, in accordance with the latest supplement or
                                         amendment to ASTM-IP petroleum measurement tables (Table 6A of ASTM-IP for Crude Oil
                                         and Table 6B of ASTM-IP for Products).



 


		14	FINANCIAL
                                         INFORMATION; CREDIT SUPPORT



 


		14.1	Provision
                                         of Financial Information. The Company shall provide Macquarie:



 


		(a)	as
                                         soon as available, but in any event within the earlier of (x) within one hundred twenty
                                         (120) days following the end of each of its fiscal years; and, in the case of sub-paragraph
                                         (i) below, (y) the date on which the Parent delivered to the SEC the Parent’s consolidated
                                         financial statements:



 


		(i)	a
                                         copy of the Parent’s annual report, containing audited consolidated financial statements
                                         of the Parent and its consolidated subsidiaries for such fiscal year certified by independent
                                         certified public accountants; and



 


		(ii)	the
                                         balance sheet, statement of income and statement of cash flow of the Company and the
                                         Parent for such fiscal year, as reviewed by the Parent’s independent certified
                                         public accountants;



 


		(iii)	a
                                         copy of the Company’s unaudited financial statement for such fiscal year;



 


		(b)	as
                                         soon as available, but in any event, within the earlier of (x) sixty (60) days after
                                         the end of its first three fiscal quarters of each of its fiscal years; and, in the case
                                         of sub-paragraph (i) below, (y) the date on which the Parent delivered to the SEC the
                                         Parent’s unaudited consolidated financial statements:



 


		(i)	a
                                         copy of the Parent’s quarterly report, containing unaudited consolidated financial
                                         statements of the Parent and its consolidated subsidiaries for such fiscal quarter; and



 


		(ii)	the
                                         Company’s quarterly report, containing unaudited financial statements of the Company
                                         for such fiscal quarter;



 


		(c)	if
                                         a Default or Event of Default has occurred and is continuing in respect of the Company,
                                         as soon as available, but in any event within thirty (30) days after the end of each
                                         calendar month (in form and substance satisfactory to Macquarie), the Parent’s
                                         consolidated financial statements including a cash flow statement, income statement and
                                         balance sheet for the period reported, and certified by a Responsible Officer of the
                                         Parent; and



 


		(d)	if
                                         a Default or Event of Default has occurred and is continuing in respect of the Company,
                                         as soon as available, but in any event within ninety (90) days after the end of the Parent’s
                                         fiscal year, an annual operating budget and financial projections (including income statements,
                                         balance sheets and cash flow statements) for such fiscal year, presented in a quarterly
                                         format reasonably acceptable to the Macquarie,



 


provided
that so long as the Parent is required to make public filings of its quarterly and annual 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 the Company
shall not be required to provide the Parent’s annual or quarterly reports to Macquarie.


 






    47 


     


    

 


		14.2	Additional
                                         Information.



 


		(a)	The
                                         Company shall promptly provide Macquarie with copies of any notices sent or received
                                         by the Company in relation to the Shell Crude Supply Agreement or Intermediated Product
                                         Offtake Contract;



 


		(b)	The
                                         Company shall promptly provide Macquarie with copies of any notices sent or received
                                         by the Company in relation to the Plains Terminalling Agreement;



 


		(c)	Upon
                                         reasonable notice, the Company shall provide to Macquarie such additional information
                                         as Macquarie may reasonably request to enable it to ascertain the current financial condition
                                         of the Company, including product reports in the form of Schedule N; and



 


		(d)	From
                                         time to time, upon reasonable request by Macquarie, the Company shall obtain and provide
                                         to Macquarie additional information regarding third party arrangements relating to the
                                         operation of the Refinery or any Crude Oil and/or Product, if any, but only to the extent
                                         the Company may contractually disclose such arrangements to Macquarie.



 


		(e)	Any
                                         notices of default or acceleration and any other information which is material or would
                                         have a material adverse effect on the ability of the Company to comply with its obligations
                                         under the Transaction Documents from time to time delivered to the Company or its Affiliates
                                         by lenders, agents, noteholders, trustees or other creditors under the outstanding Financing
                                         Agreements shall be promptly delivered to Macquarie.



 


		(f)	Any
                                         notices, requests for amendments or waivers and any other information which is material
                                         or would have a material adverse effect on the ability of the Company to comply with
                                         its obligations under the Transaction Documents from time to time and which are delivered
                                         by the Company or its Affiliates to lenders, agents, noteholders, trustees or other creditors
                                         under the outstanding Financing Agreements shall be promptly delivered to Macquarie.



 


		(g)	The
                                         Company shall promptly provide to the Macquarie:



 


		(i)	on
                                         the Wednesday of each week during the Term:



 


		(A)	a
                                         cashflow forecast and projected financials report for the immediately succeeding week,
                                         which, amongst other matters, specifies the amount of Unrestricted Cash that the Company
                                         expects to have on its balance sheet for the immediately succeeding week, in the form
                                         agreed between the Company and Macquarie for such purposes and as may be appended to
                                         this Agreement on or after the Commencement Date (the “Cashflow Forecast”);
                                         and



 


		(B)	confirmation
                                         from two directors of the Company that (1) the Cashflow Forecast for the immediately
                                         succeeding week represents the good faith and reasonable expectations of the Company
                                         in respect of the relevant period; and (2) the Company complied with the requirements
                                         of Section 19.5 (Negative Covenants) for the immediately preceding week;
                                         and



 


		(ii)	at
                                         any other time upon reasonable request by Macquarie, such other information as Macquarie
                                         may require for the purpose of determining whether the Minimum Liquidity Requirement
                                         have been breached.



 


		14.3	Notification
                                         of Certain Events. The Company shall notify Macquarie (i) of the matters set forth
                                         in Section 15.3 (as and to the extent set forth therein), and (ii) within four
                                         (4) Business Days after learning of any of the following events:



 


		(a)	The
                                         Parent’s, the Company’s or any of the Parent’s Subsidiaries binding
                                         written agreement to sell, lease, sublease, transfer or otherwise dispose of, or grant
                                         any Person an option to acquire, in one transaction or a series of related transactions,
                                         all or a material portion of the Refinery assets;



 


		(b)	The
                                         Company’s or any of its Affiliates’ binding agreement to consolidate or amalgamate
                                         with, merge with or into, or transfer all or substantially all of its assets to, another
                                         entity (including an Affiliate);



 






    48 


     


    

 


		(c)	An
                                         early termination of or any notice of or the occurrence of any “event of default”
                                         under any Base Agreement, if any;



 


		(d)	An
                                         early termination of or any notice of or the occurrence of an “event of default”
                                         under any Financing Agreement;



 


		(e)	Any
                                         Master Agreement Termination Event;



 


		(f)	An
                                         early termination of or any notice of or the occurrence of an “event of default”
                                         under the Guaranty;



 


		(g)	Any
                                         default of a material obligation under, or termination or revocation, of any Plains Agreement;



 


		(h)	An
                                         amendment to any Financing Agreement; provided that the Company shall notify Macquarie
                                         at least ten (10) Business Days prior to entering into any new Financing Agreement; and



 


		(i)	The
                                         execution of any agreement or other instrument or the announcement of any transaction
                                         or proposed transaction that contemplates or results in a Change of Control or Specified
                                         Event.



 


		14.4	Credit
                                         Support.



 


		(a)	Guaranty.
                                         As a condition to Macquarie’s entering into this Agreement, the Company has agreed
                                         to provide the Guaranty to Macquarie, as credit support for the prompt and complete performance
                                         and payment of all of the Company’s obligations hereunder and under the other Transaction
                                         Documents.



 


		(b)	Lien
                                         Documents. As further security for the prompt and complete payment of all amounts
                                         due or that may become due hereunder, the Company shall grant the Lien contemplated by,
                                         comply with the terms of and maintain in full force and effect the Lien Documents and
                                         assist Macquarie in maintaining any UCC financing statements or other filings necessary
                                         to preserve Macquarie’s Liens pursuant to the Lien Documents.



 


		(c)	Independent
                                         Amount.



 


		(i)	As
                                         security for the prompt and complete payment of all amounts due or that may become due
                                         from the Company, to Macquarie, and the performance by the Company of all covenants and
                                         obligations to be performed by it for Macquarie pursuant to this Agreement and all other
                                         Transaction Documents and all outstanding transactions hereunder and thereunder, inclusive
                                         of all of the Company’s aggregate obligations under Transactions (collectively,
                                         the “Obligations”), the Company hereby pledges, assigns, conveys and
                                         transfers to Macquarie as margin, and hereby grants to Macquarie a present and continuing
                                         security interest in and to, and a general first lien upon and right of set off against,
                                         the amount of U.S. dollars constituting the Independent Amount and all interest and other
                                         proceeds from time to time received, receivable or otherwise distributed in respect thereof,
                                         or in exchange therefor; provided that (i) the Company shall effect such pledge, assignment,
                                         conveyance and transfer of the Independent Amount as and when required under Section
                                         4.3 hereof and (ii) once the full amount (or any subsequent additional portions thereof)
                                         of the Independent Amount has been so pledged, assigned, conveyed and transferred, the
                                         Company agrees that for the duration of the Term, it shall maintain such pledge, assignment,
                                         conveyance and transfer (subject to permitted reductions in the amount of such Independent
                                         Amount as set forth in the Independent Amount Letter) and take such action as Macquarie
                                         reasonably requests, including providing Macquarie with possession of an amount of immediately
                                         available funds necessary to satisfy the then prevailing required Independent Amount,
                                         as applicable, in order to perfect Macquarie’s continuing security interest in,
                                         and lien on (and right of setoff against), such amount. Notwithstanding the provisions
                                         of Applicable Law, at all times even if no Event of Default has occurred and is continuing
                                         with respect to Macquarie, then Macquarie shall have the right to sell, pledge, rehypothecate,
                                         assign, invest, use, commingle or otherwise use in its business all or any portion of
                                         the Independent Amount, free from any claim or right of any nature whatsoever of the
                                         Company, including any equity or right of redemption by the Company. Nothing in this
                                         Section 14.4(c) shall limit any rights of Macquarie under any other provision
                                         of this Agreement or any other Transaction Documents, including without limitation, under
                                         Section 14.4(a) or Article 20 below. The Company acknowledges and agrees
                                         that, as provided in the Master Agreement, the Independent Amount constitutes credit
                                         support for the Company’s obligations under the Master Agreement in accordance
                                         with the terms thereof. Macquarie shall exercise reasonable care to assure the safe custody
                                         of the Independent Amount to the extent required by Applicable Law.



 






    49 


     


    

 


		(d)	As
                                         further security for the prompt and complete payment of all amounts due or that may become
                                         due hereunder, the Company shall grant the Lien contemplated by, comply with the terms
                                         of and maintain in full force and effect the Lien Documents and assist Macquarie in maintaining
                                         any UCC financing statements or other filings necessary to preserve Macquarie’s
                                         Liens pursuant to the Lien Documents.



 


		15	REFINERY
                                         TURNAROUND, MAINTENANCE AND CLOSURE



 


		15.1	As
                                         between Macquarie and the Company, the Company shall be responsible for all operations
                                         and maintenance of Included Storage Locations which are, directly or indirectly, owned
                                         by the Company. The Company shall promptly notify Macquarie in writing of the date for
                                         which any inspection, maintenance, restart or turnaround at the Included Storage Locations,
                                         Refinery or the Refinery Facilities has been scheduled, or any revision to previously
                                         scheduled inspection, maintenance, restart or turnaround, which may materially affect
                                         receipts of Crude Oil at the Refinery, the Included Tanks, the processing of Crude Oil
                                         in the Refinery or the delivery of Products to Macquarie or by Macquarie to the Company
                                         or any third parties, it being acknowledged that any turnaround shall be considered material
                                         for these purposes; provided that, (i) promptly after the Company completes its annual
                                         business plan with respect to any year, it shall notify Macquarie of any such inspection,
                                         maintenance, restart or turnaround contemplated with respect to such year and (ii) the
                                         Company shall give Macquarie at least two (2) months’ prior written notice of the
                                         commencement of any such scheduled restart or turnaround or any inspection or maintenance
                                         which would be reasonably expected to have a material impact on the Refinery’s
                                         operations.



 


		15.2	Promptly
                                         upon request by Macquarie, acting reasonably, and in any event no later than five (5)
                                         Business Days following the end of each Delivery Month and to the extent it is permitted
                                         to do so contractually and is not otherwise subject to any confidentiality restrictions,
                                         the Company shall use commercially reasonable efforts to promptly deliver to Macquarie
                                         information relating to the partial conversion of the Refinery for the production of
                                         Products constituting renewable diesel including costs incurred to date and projected
                                         further costs, staffing requirements, projected downtime, changes to the expected consumption
                                         of Crude Oil or any other feedstocks, negotiations with suppliers, and such other information
                                         that Macquarie may reasonably request.



 


		15.3	The
                                         Company shall (i) promptly notify Macquarie of any discharge into the environment of
                                         any Hydrocarbons, in a manner contrary to Applicable Law, which discharge would reasonably
                                         be expected to result in a Material Adverse Change, and (ii) use commercially reasonable
                                         efforts to notify Macquarie promptly of the suspension, for a period in excess of twenty-four
                                         (24) hours, of more than 50% of the applicable daily forecasted production of all Products
                                         (taken as a whole) at the Refinery as set forth in the Weekly Product Projection; provided
                                         that, in each case, such notice must first be delivered orally and followed by prompt
                                         written notice.



 


		15.4	In
                                         the event of a scheduled shutdown of the Refinery, the Company shall, to the extent feasible
                                         and commercially reasonable (as determined in accordance with Accepted Industry Practice,
                                         complete processing of all Crude Oil being charged to, processed at or consumed in the
                                         Refinery at that time.



 






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		15.5	             



 


		(a)	Subject
                                         to Section 15.5(b) below, if at any time Macquarie determines that the maintenance
                                         and operation of all or any portion of the facilities constituting an Included Storage
                                         Location (in each case, “Identified Facilities”) in accordance with
                                         the Company’s policies and procedures would fail to satisfy Macquarie’s then
                                         applicable policies and procedures (such policies and procedures to be in reasonable
                                         accordance with and not to exceed industry, regulatory and customary practices) relating
                                         to the prudent maintenance and operation of storage tanks, pipeline facilities, vessels
                                         and other infrastructure used to store or transport crude oil and/or refined products
                                         (“Macquarie’s Policies and Procedures”), and without limiting
                                         any other rights and remedies available to Macquarie hereunder or under any other Transaction
                                         Document, Macquarie may provide the Company notice of such failure so long as such failure
                                         is continuing and, if Macquarie provides such notice, the following provisions shall
                                         be applicable:



 


		(i)	in
                                         the case of any Identified Facilities that are subject to the Storage Facility Agreement,
                                         upon such date as Macquarie shall specify, but not less than two hundred seventy (270)
                                         days after the date such notice is delivered to the Company (so as to allow to the Company
                                         time to remedy the non-compliance or other failure or to find substitute financial arrangements),
                                         such Identified Facilities shall cease to constitute an Included Storage Location (or
                                         part of an Included Storage Location) for purposes hereof and any payment to Macquarie
                                         in respect of any Crude Oil or Products held in such Identified Facilities shall, unless
                                         such failure has been cured to the reasonable satisfaction of Macquarie, become due in
                                         accordance with the provisions of Article 11 hereof; and



 


		(ii)	in
                                         the case of any Identified Facilities that are subject to a Required Storage and Transportation
                                         Arrangement, the Parties shall endeavor, within not more than two hundred seventy (270)
                                         days after the date such notice is delivered to the Company (so as to allow to the Company
                                         time to remedy the non-compliance or other failure or to find substitute financial arrangements),
                                         to execute such rights, provide such notices, negotiate such reassignments or terminations
                                         and/or take such further actions as Macquarie deems necessary or appropriate to terminate
                                         Macquarie’s status as the party entitled to use and/or hold Crude Oil or Products
                                         at such Identified Facilities and, concurrently with effecting the termination of such
                                         status, such Identified Facilities shall cease to constitute an Included Storage Location
                                         (or part of an Included Storage Location) for purposes hereof and any payment to Macquarie
                                         in respect of any Crude Oil or Products held in such Identified Facilities shall become
                                         due in accordance with the provisions of Article 11 hereof.



 


		(b)	Macquarie’s
                                         rights under Section 15.5(a) above are subject to the following additional terms
                                         and conditions:



 


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



 


		(ii)	If
                                         the failure of any Identified Facilities to satisfy Macquarie’s Policies and Procedures
                                         is a result of Macquarie’s Policies and Procedures exceeding the standards or requirements
                                         imposed under Applicable Law or good and prudent industry practice, then (1) Macquarie
                                         shall not require the removal of such Identified Facilities as Included Storage Locations
                                         until the 270th day after giving the Company written notice of such failure,
                                         (2) during such 270 day period, Macquarie shall consult with the Company in good faith
                                         to determine whether based on further information provided by the Company such Identified
                                         Facilities comply with Macquarie’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 Macquarie’s Policies and Procedures, and (3) if it
                                         is determined that such Identified Facilities do comply with Macquarie’s Policies
                                         and Procedures or, as a result of such additional actions or procedures, such Identified
                                         Facilities become so compliant within such 270 day period, then such Identified Facilities
                                         shall not cease to be Included Storage Locations based on the noncompliance stated in
                                         Macquarie’s notice to the Company;



 


		(iii)	If
                                         within the 270 day period referred to in clause (ii)(2) above, the Company has identified
                                         and diligently commenced the implementation of additional actions or procedures that
                                         are intended to result in such Identified Facilities becoming compliant with Macquarie’s
                                         Policies and Procedures, but such implementation cannot through commercially reasonable
                                         efforts be completed within such 270 day period, then so long as the Company continues
                                         to diligently and in a commercially reasonable manner pursue the implementation of such
                                         additional actions and procedures, Macquarie shall extend such 270 day period up for
                                         up to an additional ninety (90) days (or such longer period as the Parties may mutually
                                         agree) to allow for such implementation to be completed and if such implementation is
                                         completed within such additional 90 day period (or such longer period as the Parties
                                         may mutually agree), then such Identified Facilities shall not cease to be Included Storage
                                         Locations based on the noncompliance stated in Macquarie’s notice to the Company;
                                         and



 


		(iv)	If
                                         any Identified Facilities cease to be Included Storage Locations pursuant to Section
                                         15.5(a) above and thereafter Macquarie determines, in its reasonable good faith judgment,
                                         that such Identified Facilities have become compliant with Macquarie’s Policies
                                         and Procedures, then Macquarie shall promptly cooperate with the Company to re-establish
                                         such Identified Facilities as Included Storage Locations hereunder.



 






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		16	TAXES



 


	16.1	(a)	The
                                         Company shall pay and indemnify and hold Macquarie harmless against, the amount of all
                                         sales, use, value added, transfer, stamp, property, duties, ad valorem, or other similar
                                         taxes, (but excluding all taxes imposed on or measured by net income or profits, all
                                         franchise taxes, all branch profits taxes, and all U.S. federal withholding taxes, including
                                         U.S. federal withholding tax imposed pursuant to FATCA), howsoever designated regardless
                                         of the taxing authority, and all penalties and interest thereon, paid, owing, asserted
                                         against, or incurred by Macquarie directly or indirectly with respect to the Crude Oil
                                         procured and sold to Company hereunder, and the Products purchased and resold to Company
                                         hereunder, and other transactions contemplated hereunder, except to the extent any such
                                         taxes, penalties, or interest are due to the gross negligence or willful misconduct of
                                         Macquarie or breach of the terms hereof by Macquarie (each indemnifiable tax is a “Tax”
                                         and collectively are “Taxes”). The Company shall pay when due such
                                         Taxes unless there is an applicable exemption from such Tax, with written confirmation
                                         of such Tax exemption to be contemporaneously provided to Macquarie. To the extent Macquarie
                                         is required by law to collect such Taxes, one hundred percent (100%) of such Taxes shall
                                         be added to invoices as separately stated charges and paid in full by the Company in
                                         accordance with this Agreement, unless the Company is exempt from such Taxes and furnishes
                                         Macquarie with a certificate of exemption, and Macquarie shall timely pay the full amount
                                         of such Taxes to the applicable taxing authority. Any refund or credit with respect to
                                         any Taxes paid or indemnified by the Company hereunder shall belong to the Company. For
                                         the avoidance of doubt, Macquarie shall be responsible for all taxes imposed on or measured
                                         by Macquarie’s net or gross (or any derivative thereof) income, and the Company
                                         shall be responsible for all taxes imposed on or measured by the Company’s net
                                         or gross (or any derivative thereof) income.



 


		(b)	In
                                         addition to paragraph (a) above, the Company shall complete and file all necessary property
                                         tax returns on Macquarie’s behalf with respect to Crude Oil and Products, regardless
                                         of whether property tax laws place the obligation to do so upon Macquarie or the Company,
                                         disclose Macquarie’s ownership interest therein, and pay such amounts as due. Provided
                                         that the Company pays (or indemnifies Macquarie for) all such property Taxes, the Company
                                         shall have the first right to claim income tax credits for such property Taxes paid and
                                         shall be solely responsible for the extent to which such credits are available to or
                                         realized by the Company.



 


		16.2	If
                                         the Company disagrees with Macquarie’s determination that any Tax is due with respect
                                         to transactions under this Agreement, the Company shall have the right to seek an administrative
                                         determination from the applicable taxing authority, or, alternatively, the Company shall
                                         have the right to contest any asserted claim for such Taxes, subject to its agreeing
                                         to indemnify Macquarie for the entire amount of such contested Tax should such Tax be
                                         deemed applicable. Macquarie agrees to reasonably cooperate with the Company, in the
                                         event the Company determines to contest any such Taxes. Company shall be responsible
                                         for all reasonable out of pocket costs and expenses incurred by Company or Macquarie
                                         in the event Company decides to seek an administrative determination from the applicable
                                         taxing authority or to contest any such Taxes. The Company and Macquarie agree to act
                                         reasonably in cooperating with each other to claim any refund or drawback of such Taxes
                                         at the time or times reasonably requested by the other Party.



 


	16.3	(a)	The Company and Macquarie shall promptly inform each
other in writing of any assertion by a taxing authority of additional liability for Taxes in respect of said transactions. Any
legal proceedings or any other action against Macquarie with respect to such asserted liability shall be under Macquarie’s
direction but the Company shall be kept reasonably informed and consulted by Macquarie, provided that so long as the Company has
sufficient available liquidity (as reasonably determined by Macquarie), then the Company shall have the option to assume the control
and direction of any such legal proceedings or actions. Any legal proceedings or any other action against the Company with respect
to such asserted liability shall be under the Company’s direction but Macquarie shall be consulted. In any event, the Company
and Macquarie shall fully cooperate with each other as to the asserted liability. Each Party shall bear all the reasonable out
of pocket costs of any action undertaken by the other at the Party’s request.



 


		(b)	In
                                         addition to paragraph (a) above and other information sharing requirements applicable
                                         to Macquarie and the Company, Macquarie and the Company shall annually and from time
                                         to time as is otherwise reasonable exchange and share information with each other as
                                         necessary to properly report, defend, challenge, and pay Taxes (including but not limited
                                         to sales taxes and file tax returns (including without limitation any returns referred
                                         to in Section 16.1(a)), including information that supports and demonstrates total
                                         sales, sales that are exempt from Tax, and sales that are subject to Tax at a reduced
                                         rate.



 






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		16.4	On
                                         or prior to the date of this Agreement (and from time to time thereafter upon the reasonable
                                         request of the Company), Macquarie shall deliver to the Company an executed original
                                         of IRS Form W-8 or W-9, as applicable, certifying that Macquarie is exempt from U.S.
                                         federal backup withholding tax, and if such form expires or becomes obsolete in any respect,
                                         Macquarie shall provide an updated form certifying that it is exempt from U.S. federal
                                         backup withholding tax.



 


		16.5	Any
                                         other provision of this Agreement to the contrary notwithstanding, this Article 16 shall survive until ninety (90) days after the expiration of the statute of limitations
                                         for the assessment, collection, and levy of any Tax.



 


		17	INSURANCE



 


		17.1	Insurance
                                         Coverages. The Company shall procure and maintain in full force and effect throughout
                                         the Term of this Agreement insurance coverages of the following types and amounts and
                                         with insurance companies rated not less than A- by A.M. Best Company, or otherwise equivalent
                                         in respect of the Company’s properties and operations consistent with or exceeding,
                                         the insurance coverage that the Company maintains as of the date of this Agreement.



 


		(a)	Property
                                         damage including business interruption coverage on an “all risk” basis, including
                                         but not limited to flood, earthquake, windstorm, and tsunami, covering damage to the
                                         Refinery Facilities and the Included Storage Locations on a repair or replacement cost
                                         basis in an amount sufficient to repair major components of such Included Storage Locations.
                                         Business interruption and extra expense coverage shall include at least 18 months indemnity
                                         period and shall be in an amount equal to the projected net income and costs that would
                                         necessarily continue from such Refinery Facilities based upon the Company’s reasonable
                                         estimate thereof. The property damage and business interruption premium must be maintained
                                         with a minimum amount of $850,000,000 per occurrence with sub-limits in a minimum amount
                                         of $200,000,000 for earthquake, flood and windstorm, each peril separately.



 


		(b)	Inventory
                                         coverage on an “all risk” basis, including but not limited to flood, earthquake,
                                         windstorm, and tsunami, covering the loss, damage, destruction and/or theft of the Refinery’s
                                         Crude Oil and Products in an amount equal to the market value or potential full replacement
                                         cost. Such coverage may be incorporated into the property insurance required in Section
                                         17.1(a).



 


		(c)	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, in a minimum amount of $1,000,000 per
                                         occurrence and $2,000,000 in the aggregate.



 


		(d)	(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.



 


		(e)	Commercial
                                         automobile liability insurance in a minimum amount of $1,000,000 per accident, or as
                                         required by Applicable Law.



 


		(f)	Umbrella/excess
                                         liability coverage providing coverage with respect to the coverage required under Sections
                                         17.1(c), Section 17.1(d)(ii) and Section 17.1(e) in a minimum amount
                                         of $500,000,000 per occurrence and in the aggregate.



 


		17.2	Additional
                                         Insurance Requirements.



 


		(a)	The
                                         foregoing policies in Section 17.1, in each case, shall include or provide that
                                         the underwriters waive all rights of subrogation against Macquarie and the insurance
                                         is primary without contribution from Macquarie’s insurance. The foregoing policies
                                         in Section 17.1 shall, in each case, include (i) Macquarie as additional insured
                                         and (ii) Macquarie as loss payee under Sections 17.1(b) only.



 






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		(b)	The
                                         Company shall cause its insurance carriers or its authorized insurance broker to furnish
                                         Macquarie with insurance certificates, in Acord form or equivalent, evidencing the existence
                                         of the coverages and the endorsements required above. The Company shall provide thirty
                                         (30) days’ written notice prior to cancellation or material modification of insurance
                                         becoming effective. The Company also shall provide renewal certificates prior to expiration
                                         of the policy.



 


		(c)	The
                                         Company shall comply with all notice and reporting requirements in the foregoing policies
                                         and timely pay all premiums.



 


		(d)	The
                                         Company shall be responsible for any deductibles or retentions that are applicable to
                                         the insurance required pursuant to Section 17.1.



 


		17.3	No
                                         Reduction or Release. The mere purchase and existence of insurance does not reduce
                                         or release either Party from any liability incurred or assumed under this Agreement.



 


		17.4	Macquarie
                                         Insurance. Macquarie shall maintain its own insurance in relation to any Crude Oil
                                         or Products owned by it and any Eligible Hydrocarbon Inventory, and such insurance shall
                                         be the primary policy in respect of such Crude Oil or Products. To the extent that any
                                         insurance procured by Macquarie is duplicative with insurance procured by the Company,
                                         the insurance procured by the Company shall the secondary policy in respect of such Crude
                                         Oil or Products.



 


		18	FORCE
                                         MAJEURE



 


		18.1	If
                                         a Party is rendered unable by an event of Force Majeure to perform in whole or in part
                                         any obligation or condition of this Agreement (the “Affected Party”),
                                         it shall not be liable to the other Party to perform such obligation or condition (except
                                         for payment and indemnification obligations) for so long as the event of Force Majeure
                                         exists and to the extent that performance is prevented or materially hindered, in whole
                                         or in part, by such event of Force Majeure; provided, however, that the Affected Party
                                         shall use any commercially reasonable efforts to avoid or remove the event of Force Majeure.
                                         During the period that performance by the Affected Party of a part or whole of its obligations
                                         under this Agreement has been suspended by reason of an event of Force Majeure, the other
                                         Party (the “Non-Affected Party”) may suspend the performance of all
                                         or a part of its obligations hereunder (except for any payment and indemnification obligations)
                                         to the extent that such suspension is commercially reasonable in respect of such event
                                         of Force Majeure and which obligations of the Affected Party are suspended as a result
                                         thereof, except for any payment and indemnification obligations. The Parties acknowledge
                                         that if, as a result of an event of Force Majeure, the Company were to suspend its receipt
                                         and/or processing of Crude Oil, then Macquarie would be entitled to suspend, to a comparable
                                         extent, its purchasing of Products.



 


		18.2	The
                                         Affected Party shall give prompt oral notice to the Non-Affected Party of its declaration
                                         of an event of Force Majeure, to be followed by written notice within twenty-four (24)
                                         hours after receiving such oral 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 Crude Oil or Products affected. The Affected Party also shall promptly
                                         notify the Non-Affected Party when the event of Force Majeure is terminated. However,
                                         the failure or inability of the Affected Party to provide such notice within the time
                                         periods specified above shall not preclude it from declaring an event of Force Majeure.



 


		18.3	In
                                         the event the Affected Party’s performance is suspended due to an event of Force
                                         Majeure in excess of sixty (60) consecutive days after the date that notice of such event
                                         is given pursuant to Section 18.2 above, and so long as such event is continuing, the
                                         Non-Affected Party, in its sole discretion, may terminate or curtail its obligations
                                         under this Agreement affected by such event of Force Majeure (the “Affected
                                         Obligations”) by giving notice of such termination or curtailment to the Affected
                                         Party, and neither Party shall have any further liability to the other in respect of
                                         such Affected Obligations to the extent terminated or curtailed, except for the rights
                                         and remedies previously accrued under this Agreement, any payment and indemnification
                                         obligations by either Party under this Agreement and the obligations set forth in Article
                                         21. Without limiting any rights of any Non-Affected Party under this Article 18,
                                         the parties agree that following notice of an event of Force Majeure, they shall consult
                                         in good faith to assess potential actions or steps with respect thereto.



 


		18.4	If
                                         any Affected Obligation has been suspended but has not been terminated pursuant to this
                                         Article 18 or any other provision of this Agreement, performance shall resume
                                         to the extent made possible by the end or amelioration of the event of Force Majeure
                                         in accordance with the terms of this Agreement; provided, however, that the term of this
                                         Agreement shall not be extended.



 






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		18.5	The
                                         Parties acknowledge and agree that the right of Macquarie to declare a Force Majeure
                                         based upon any failure by a Third Party Supplier to deliver Crude Oil under a Macquarie
                                         Crude Procurement Contract or Products under an Included Product Purchase Transaction
                                         is solely for purposes of determining the respective rights and obligations as between
                                         Macquarie and the Company with respect to any Crude Oil or Products delivery affected
                                         thereby, and any such declaration shall not excuse the default of such Third Party Supplier
                                         under one or more Macquarie Crude Procurement Contracts or Included Product Purchase
                                         Transactions. Any claims that Macquarie may have as a result of such Third Party Supplier’s
                                         failure shall be subject to Section 5.9 and any other applicable provisions of
                                         this Agreement relating to claims against third parties.



 


		18.6	If
                                         at any time during the Term any of the Required Storage and Transportation Arrangements
                                         cease to be in effect (in whole or in part) or any of the applicable Included Product
                                         Pipelines or Included Product Tanks cease, in whole or in part, to be available to Macquarie
                                         pursuant to the Required Storage and Transportation Arrangements, and the foregoing is
                                         a result of or attributable to any owner or operator of such Included Product Pipelines
                                         or Included Product Tanks becoming Bankrupt or breaching or defaulting in any of its
                                         obligations relating to the Required Storage and Transportation Arrangements, then:



 


		(a)	The
                                         Company shall use commercially reasonable efforts to promptly establish for Macquarie’s
                                         benefit alternative and/or replacement storage and transportation arrangements no less
                                         favorable to Macquarie (in Macquarie’s reasonable judgment) than those that have
                                         ceased to be available;



 


		(b)	Until
                                         such alternative and/or replacement arrangements complying with clause (a) above have
                                         been established, each Party shall be deemed to have been affected by an event of Force
                                         Majeure and its obligations under this Agreement shall be curtailed to the extent such
                                         performance is hindered by such lack of effectiveness of any Required Storage and Transportation
                                         Arrangements or the availability of any pipeline or storage facility related thereto;
                                         and



 


		(c)	Without
                                         limiting the generality of the foregoing, in no event shall Macquarie have any obligation
                                         under or in connection with this Agreement to store Crude Oil or Product in any pipeline
                                         or store Crude Oil or Product in any storage facility at any time from and after the
                                         owner or operator thereof becomes Bankrupt. If any such storage facility is an Included
                                         Storage Location then Macquarie may, in its discretion, elect upon written notice to
                                         the Company that such storage facility shall cease to be an Included Storage Location
                                         as of a date specified in such written notice in which case any Crude Oil or Product
                                         held by Macquarie therein shall be purchased by the Company in accordance with the applicable
                                         provisions of Sections 11.1 and 11.2 hereof.



 


		19	REPRESENTATIONS,
                                         WARRANTIES AND COVENANTS



 


		19.1	Mutual
                                         Representations. Each Party represents and warrants to the other Party as of the
                                         Effective Date and each sale of Crude Oil hereunder, that:



 


		(a)	It
                                         is an “Eligible Contract Participant,” as defined in Section 1a(18) of the
                                         Commodity Exchange Act, as amended.



 


		(b)	It
                                         is a “forward contract merchant” in respect of this Agreement and each sale
                                         of Crude Oil or Products hereunder constitutes a “forward contract,” as such
                                         term is used in Section 556 of the Bankruptcy Code.



 


		(c)	It
                                         is duly organized and validly existing under the laws of the jurisdiction of its organization
                                         or incorporation and in good standing under such laws.



 


		(d)	It
                                         has the corporate, governmental or other legal capacity, authority and power to execute
                                         and deliver the Transaction Documents to which it is a party and to perform its obligations
                                         under this Agreement, and has taken all necessary action to authorize the foregoing.



 


		(e)	The
                                         execution, delivery and performance of the Transaction Documents to which it is a party
                                         and the performance of its obligations thereunder and the consummation of the transactions
                                         contemplated thereby do not violate any Applicable Law (to its knowledge), any provision
                                         of its constitutional documents, any order or judgment of any court or Governmental Authority
                                         applicable to it or any of its assets or any contractual restriction binding on or affecting
                                         it or any of its assets.



 






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		(f)	Except
                                         for the filing of UCC-1 or UCC-3 financing statements and the Lien Documents in applicable
                                         state and county filing offices, all governmental and other authorizations, approvals,
                                         consents, notices and filings that are required to have been obtained or submitted by
                                         it with respect to the Transaction Documents have been obtained or submitted and are
                                         in full force and effect, and all conditions of any such authorizations, approvals, consents,
                                         notices and filings have been complied with, except for such of the foregoing the absence
                                         or failure of which would not result in a Material Adverse Change.



 


		(g)	Its
                                         obligations under the Transaction Documents to which it is a party constitute its legal,
                                         valid and binding obligations, enforceable in accordance with its 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).



 


		(h)	No
                                         Event of Default or Default has occurred and is continuing with respect to such Party,
                                         and no such event or circumstance would occur as a result of its entering into or performing
                                         its obligations under the Transaction Documents.



 


		(i)	There
                                         is not pending or, to its knowledge, threatened against it or any of its Affiliates any
                                         action, suit or proceeding at law or in equity or before any court, tribunal, Governmental
                                         Authority, official or any arbitrator that is likely to affect the legality, validity
                                         or enforceability against it of the Transaction Documents or its ability to perform its
                                         obligations under the Transaction Documents.



 


		(j)	It
                                         is not relying upon any representations of the other Party other than those expressly
                                         set forth in this Agreement or the other Transaction Documents.



 


		(k)	It
                                         has entered into this Agreement as principal (and not as advisor, agent, broker or in
                                         any other capacity, fiduciary or otherwise), with a full understanding of the material
                                         terms and risks of the same, and is capable of assuming those risks.



 


		(l)	It
                                         has made its trading and investment decisions (including their suitability) based upon
                                         its own judgment and any advice from its advisors as it has deemed necessary and not
                                         in reliance upon any view expressed by the other Party.



 


		(m)	The
                                         other Party (i) is acting solely in the capacity of an arm’s-length contractual
                                         counterparty with respect to this Agreement, (ii) is not acting as a financial advisor
                                         or fiduciary or in any similar capacity with respect to this Agreement and (iii) has
                                         not given to it any assurance or guarantee as to the expected performance or result of
                                         this Agreement.



 


		(n)	It
                                         is not bound by any agreement that would be violated by the execution, delivery or performance
                                         of this Agreement.



 


		(o)	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 or purchase of Crude Oil or Products
                                         hereunder who is entitled to any compensation with respect thereto.



 


		(p)	None
                                         of its directors, officers, employees or agents or those of its Affiliates has received
                                         or shall receive any commission, fee, rebate, gift or entertainment of significant value
                                         in connection with this Agreement.



 


		19.2	Company’s
                                         Representations. The Company represents and warrants as follows:



 


		(a)	The
                                         Parent and the Company, individually and collectively, are not Insolvent.



 


		(b)	No
                                         representation, warranty or other statement made by the Company or the Parent in any
                                         Transaction Document, certificate or written statement furnished to Macquarie, taken
                                         together with all such certificates, Transaction Documents and written statements, contains
                                         any untrue statement of a material fact or omits to state a material fact necessary in
                                         order to make the statements contained in such Transaction Documents, certificates or
                                         statements not misleading, it being recognized by Macquarie that the projections and
                                         forecasts provided by the Company and the Parent in good faith and based upon reasonable
                                         assumptions are not to be viewed as facts and that actual results during the period or
                                         periods covered by any such projections and forecasts may differ from the projected or
                                         forecasted results.



 






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		(c)	As
                                         of the Commencement Date, Macquarie has received the Current Financial Statements of
                                         the Parent. The Current Financial Statements fairly present in all material respects
                                         Parent’s consolidated financial condition as of the dates thereof and consolidated
                                         results of operations for the periods then ended, subject, in the case of unaudited financial
                                         statements, to normal year-end adjustments and the absence of footnote disclosures. On
                                         the Commencement Date, there has not been a Material Adverse Change in the financial
                                         condition of the Parent, the Company or any of their respective Subsidiaries, taken as
                                         a whole, since the date of the most recent of such Current Financial Statements.



 


		(d)	None
                                         of the Company, the Parent or any of its Subsidiaries, and to its Knowledge, any of their
                                         directors, officers, agents, employees or Affiliates is, or is owned or controlled (as
                                         such terms are defined in the applicable Sanctions Laws) by Persons that are, currently
                                         subject to or the target of any Sanctions Laws, or is a Sanctions Target, or is located,
                                         organized or resident in a country or territory that is the subject of Sanctions. The
                                         Company will not Knowingly directly or indirectly use the proceeds of any payment made
                                         to it by Macquarie or otherwise make available such proceeds to any Person, for the purpose
                                         of materially financing the activities of any Person currently subject to any Sanctions.



 


		(e)	To
                                         the Knowledge of the Company, neither the entry into any of the Transaction Documents
                                         nor the use of any payments received thereunder will materially violate (i) the United
                                         States Trading with the Enemy Act, as amended, (ii) any of the foreign assets control
                                         regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V,
                                         as amended) executive order relating thereto, (iii) Executive Order No. 13,224, 66 Fed
                                         Reg 49,079 (2001), issued by the President of the United States (Executive Order Blocking
                                         Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or
                                         Support Terrorism) (the “Terrorism Order”), (iv) USA PATRIOT ACT,
                                         or (v) USA FREEDOM ACT. No part of any payment made to the Company under and in accordance
                                         with the terms of this Agreement will be Knowingly used, directly or indirectly, for
                                         any material payments to any governmental official or employee, political party, official
                                         of a political party, candidate for political office, or anyone else acting in an official
                                         capacity, in order to obtain, retain or direct business or obtain any improper advantage,
                                         in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.



 


		(f)	To
                                         the Knowledge of the Company, neither it, nor the Parent, (i) is or will become a “blocked
                                         person” as described in Section 1.01 of the Terrorism Order or (ii) engages or
                                         will engage in any dealings or transactions, or is otherwise associated, with any such
                                         blocked person.



 


		(g)	To
                                         the Knowledge of the Company, it, the Parent, and their respective Affiliates are in
                                         compliance, in all material respects, with the USA PATRIOT ACT and the USA FREEDOM ACT.



 


		(h)	To
                                         the Knowledge of Parent, the Company and their respective directors, officers and employees
                                         and, to the Knowledge of the Company, the agents of the Company, are in material compliance
                                         with all applicable Sanctions and all Anti-Corruption Laws and Anti-Money Laundering
                                         Laws. The Company and the Parent have instituted and maintain policies and procedures
                                         designed to ensure continued compliance with applicable Sanctions Laws and Anti-Corruption
                                         Laws and Anti-Money Laundering Laws.



 


		19.3	Company
                                         Covenants. The Company represents, warrants and covenants to Macquarie as follows:



 


		(a)	The
                                         Company shall deliver true and complete copies of the Base Agreements and all amendments
                                         thereto to Macquarie as and when such agreements are entered into by the Company.



 


		(b)	The
                                         Company shall in all material respects perform its obligations under and comply with
                                         the terms of the Base Agreements and Required Storage and Transportation Arrangements
                                         as and when such agreements are entered into by the Company.



 


		(c)	The
                                         Company shall maintain and pursue diligently all of its material rights under the Base
                                         Agreements and Required Storage and Transportation Arrangements and take all reasonable
                                         steps to enforce its rights and any rights granted to the Company thereunder as and when
                                         such agreements are entered into by the Company, except where the failure to do so would
                                         not result in a Material Adverse Change.



 






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		(d)	The
                                         Company shall not modify, amend or waive rights arising under any of the Base Agreements
                                         or the Required Storage and Transportation Arrangements as and when such agreements are
                                         entered into by the Company without the prior written consent of Macquarie; provided,
                                         however, that if the Company provides Macquarie with prior written notice of such modifications,
                                         amendments or waivers, the Company may make such modifications or amendments and grant
                                         such waivers, including extensions or elections under any of the foregoing, that do not
                                         materially and adversely affect Macquarie’s rights hereunder, degrade, reduce or
                                         limit the standards applicable to the operator thereunder or otherwise interfere with
                                         Macquarie’s rights to use the Included Product Pipelines and Included Product Tanks
                                         subject thereto.



 


		(e)	The
                                         Company shall not cause or permit any of the Crude Oil or Products held at the Included
                                         Storage Locations to become subject to any Liens, except for Permitted S&O Liens.



 


		(f)	The
                                         Company represents and warrants that the Company Storage Locations and Included Storage
                                         Locations, to the extent owned or operated by or with the assistance of the Company,
                                         have been maintained, repaired, inspected and serviced in accordance with Accepted Industry
                                         Practice and Applicable Law and are in good working order and repair in all material
                                         respects.



 


		(g)	In
                                         the event the Company becomes Bankrupt, and to the extent permitted by Applicable Law,
                                         the Company intends that (i) Macquarie’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) Macquarie 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.



 


		(h)	In
                                         connection with Macquarie’s procurement of Crude Oil or Products, whether from
                                         the Company or any third party and whether under a Macquarie Crude Procurement Contract
                                         or an Included Product Purchase Transaction (each a “Sourcing Transaction”),
                                         the Company covenants and agrees that any out of pocket costs, losses or damages that
                                         Macquarie may incur as a result of such Sourcing Transaction, including due to failure
                                         by the Company or any such third party to deliver the Crude Oil or Products subject to
                                         such Sourcing Transaction, shall constitute, without duplication, Ancillary Costs and
                                         be for the account of the Company and claims arising in connection therewith shall be
                                         subject to Section 5.9 hereof, except to the extent that such out of pocket costs,
                                         losses or damages have been incurred by Macquarie as a result of its gross negligence,
                                         willful misconduct or intentional default.



 


		(i)	This
                                         Agreement, the other Transaction Documents and the transactions contemplated hereby and
                                         thereby do not and shall not violate any terms and conditions of any Existing Financing
                                         Agreement or other Financing Agreement that is hereafter entered into by the Company.



 


		(j)	The
                                         Company shall not modify or amend (including any extensions of or elections under), or
                                         waive any arising under, any Financing Agreement without the prior written consent of
                                         Macquarie, if doing so would (i) adversely affect in any respect any of Macquarie’s
                                         rights or remedies under this Agreement or the other Transaction Documents or (ii) cause
                                         any Existing Financing Agreement to no longer satisfy the conditions set forth in Section
                                         2.1(f) above, including, without limitation, the recognition that Macquarie is the
                                         owner of Crude Oil and Products to the extent contemplated hereby and by the other Transaction
                                         Documents, free and clear of any liens of any lender or other creditor that is party
                                         to such Financing Agreement, other than Permitted S&O Liens; provided however, that
                                         Macquarie will not charge a fee to the Company for any written acknowledgment that any
                                         such amendment of a Financing Agreement does not adversely affect in any material respect
                                         any of Macquarie’s rights or remedies hereunder.



 






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		(k)	The
                                         Company shall not, from and after the Effective Date, enter into any Financing Agreement
                                         that would cause its aggregate Specified Indebtedness (excluding, for these purposes,
                                         the Existing Financing Agreement) to exceed USD 10,000,000 (an “Additional Financing
                                         Agreement”) without the prior written consent of Macquarie (such consent not
                                         to be unreasonably withheld or delayed) unless such Additional Financing Agreement, at
                                         the time it is entered into, (i) does not adversely affect in any respect any of Macquarie’s
                                         rights or remedies under this Agreement or the other Transaction Documents or Macquarie’s
                                         status as the owner of Crude Oil and Products to the extent contemplated hereby and by
                                         the other Transaction Documents, free and clear of any liens of any lender or other creditor
                                         that is party to such Financing Agreement, other than Permitted S&O Liens, in which
                                         case, the Company shall notify Macquarie of such Additional Financing Agreement by no
                                         later than the date on which Additional Financing Agreement is entered into. The Company
                                         shall not modify or amend (including any extensions of or elections under), or waive
                                         any rights arising under, any Additional Financing Agreement without the prior written
                                         consent of Macquarie, if doing so would adversely affect in any respect any of Macquarie’s
                                         rights or remedies under this Agreement or the other Transaction Documents including,
                                         without limitation, Macquarie’s status as the owner of Crude Oil and Products to
                                         the extent contemplated hereby and by the other Transaction Documents, free and clear
                                         of any liens of any lender or other creditor that is party to such Financing Agreement.



 


		19.4	Affirmative
                                         Covenants. The Company shall, and shall cause each of its Subsidiaries to:



 


		(a)	Preservation
                                         of Existence, Etc. (i) Preserve, renew and maintain in full force and effect its
                                         legal existence and good standing under the Applicable Laws of the jurisdiction of its
                                         organization except in a transaction permitted by the Existing Financing Agreement with
                                         prior notice to Macquarie and provided that all required actions are taken, or caused
                                         to be taken, so to preserve the perfection of liens in favor of Macquarie created in
                                         connection herewith on or before the consummation of any such transaction; (ii) take
                                         all reasonable action to maintain all rights, privileges, permits, licenses and franchises
                                         necessary or desirable in the normal conduct of its business, except to the extent that
                                         failure to do so could not reasonably be expected to result in a Material Adverse Change;
                                         and (iii) preserve or renew all of its registered patents, trademarks, trade names and
                                         service marks, the non-preservation of which could reasonably be expected to result in
                                         a Material Adverse Change.



 


		(b)	Maintenance
                                         of Properties. (i) Maintain, preserve and protect all of its material properties
                                         and equipment necessary in conduct of its business and operation in accordance with Accepted
                                         Industry Practice, ordinary wear and tear excepted; and (ii) make all necessary repairs
                                         thereto and renewals and replacements thereof except where the failure to do so could
                                         not reasonably be expected to result in a Material Adverse Change.



 


		(c)	Compliance
                                         with Laws. Comply in all respects with the requirements of all Applicable Laws and
                                         all orders, writs, injunctions and decrees applicable to it or to the conduct of its
                                         business, operations or property, except in such instances in which (i) such requirement
                                         of Applicable Law or order, writ, injunction or decree is being contested in good faith
                                         by appropriate proceedings diligently conducted; or (ii) the failure to comply therewith
                                         could not reasonably be expected to result in a Material Adverse Change.



 


		(d)	Books
                                         and Records. (i) Maintain proper books of record and account, in which full, true
                                         and correct entries in conformity with GAAP in all material respects and consistently
                                         applied shall be made of all financial transactions and matters involving the assets
                                         and business of the Company; and (ii) maintain such books of record and account in conformity
                                         with all applicable requirements of any Governmental Authority having regulatory jurisdiction
                                         over the Company, except where the failure to do so would not result in a Material Adverse
                                         Change. To the extent permitted by GAAP, the Company shall reflect the buy/sell transactions
                                         contemplated hereby as buy/sell transactions on its books and records and will not list
                                         as assets in its books and records any Crude Oil or Product agreed hereunder to be owned
                                         by Macquarie. To the extent permitted by GAAP, the Company shall not reflect amounts
                                         owed to Macquarie hereunder as indebtedness for borrowed money, but will reflect them
                                         as trade payables.



 


		(e)	Additional
                                         Inspection Rights. In addition to the inspection rights of Macquarie set forth elsewhere
                                         in this Agreement or any other Transaction Document, all of which rights shall continue
                                         in full force and effect, and notwithstanding anything to the contrary contained in this
                                         Agreement or in any other Transaction Document, upon providing commercially reasonable
                                         notice and during normal business hours, permit Macquarie (or any representative of Macquarie)
                                         to visit and inspect any of the Company’s properties, to examine the Company’s
                                         corporate, financial and operating records, and make copies thereof or abstracts therefrom,
                                         and to discuss the Company’s affairs, finances and accounts with any of the Company’s
                                         directors (or equivalent), or officers and, if requested by the Company, in the presence
                                         of an officer of the Company, in each case, as often as reasonably may be desired by
                                         Macquarie, all at the sole cost and expense of the Company.



 






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		(f)	Further
                                         Assurances.



 


		(i)	To
                                         the extent deemed necessary or appropriate by Macquarie, the Company shall cause to be
                                         filed acknowledgements and/or releases (including without limitation, amendments or terminations
                                         of UCC financing statements), in form and substance reasonably satisfactory to Macquarie,
                                         confirming the release of any Lien in favor of any lender or other creditor, other than
                                         Permitted S&O Liens, that might apply to or be deemed to apply to any Crude Oil and/or
                                         Products of which Macquarie is the owner as contemplated by this Agreement and the other
                                         Transaction Documents and recognition of Macquarie’s first priority Lien with respect
                                         to the Hydrocarbon Credit Support granted to Macquarie under the Lien Documents, and
                                         agrees to use commercially reasonable efforts to provide Macquarie with such further
                                         documentation as it may reasonably request in order to confirm the foregoing.



 


		(ii)	The
                                         Company agrees that it shall not have any interest in or the right to dispose of (other
                                         than as set forth in the Transaction Documents) (but shall have the right to purchase
                                         contemplated herein), and shall not permit the creation of, or suffer to exist, any security
                                         interest, lien, mortgage, encumbrance, charge or other claim of any nature (collectively,
                                         “Liens”), other than Permitted S&O Liens, with respect to, any
                                         quantities of Crude Oil or Products that are owned by Macquarie from time to time pursuant
                                         to the Transaction Documents and held in the Included Storage Locations (collectively,
                                         “Macquarie’s Property”). The Company authorizes Macquarie to
                                         file at any time and from time to time any UCC financing statements describing the quantities
                                         of Macquarie’s Property subject to this Agreement and Macquarie’s ownership
                                         thereof and title thereto, as well as any inventory or other Credit Support on which
                                         the Company, as applicable, or has granted to Macquarie a first priority Lien pursuant
                                         to the Lien Documents, and the Company shall execute and deliver to Macquarie, and the
                                         Company hereby authorizes Macquarie to file (with or without such the Company’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 Macquarie, as Macquarie may reasonably
                                         request, to provide public notice of Macquarie’s ownership of and title to the
                                         quantities of Macquarie’s Property subject to this Agreement and to otherwise protect
                                         Macquarie’s interest therein and provide notice of Macquarie’s Liens on any
                                         property covered thereby.



 


		19.5	Negative
                                         Covenants. The Company covenants and agrees that it shall not, at any time, permit
                                         the Unrestricted Cash of the Company to be less than $17,500,000 for any period of more
                                         than three (3) consecutive Business Days (the “Minimum Liquidity Requirement”).



 


		19.6	Additional
                                         Covenants. Subject to Section 19.3(j), the Company will provide prior written
                                         notice to Macquarie of any amendments, restatements, supplements or other material modifications
                                         of or to any Financing Agreement prior to the effectiveness of same, provided however,
                                         that the Company shall not be required hereby to provide notice of (i) supplements to
                                         any indenture if such supplement either (a) does not change a material term thereof or
                                         (b) adds a guarantor or pledger thereunder, (ii) changes to any hedging contract, forward
                                         purchase agreement or swap agreement, (iii) the addition or release of any collateral
                                         (so long as such collateral does not constitute the Company’s Hydrocarbons) with
                                         respect to any Financing Agreement.



 


		19.7	Acknowledgment.
                                         The Company acknowledges and agrees that (1) Macquarie is a merchant of Crude Oil and
                                         Products and may, from time to time, be dealing with prospective counterparties, or pursuing
                                         trading or hedging strategies, in connection with aspects of Macquarie’s business
                                         which are unrelated hereto and that such dealings and such trading or hedging strategies
                                         may be different from or opposite to those being pursued by or for the Company, (2) Macquarie
                                         may, in its sole discretion, determine whether to advise the Company of any potential
                                         transaction with a Third Party Supplier and prior to advising the Company of any such
                                         potential transaction Macquarie may, in its discretion, determine not to pursue such
                                         transaction or to pursue such transaction in connection with another aspect of Macquarie’s
                                         business and Macquarie shall have no liability of any nature to the Company as a result
                                         of any such determination, (3) Macquarie has no fiduciary duties or trust obligations
                                         of any nature with respect to the Refinery or the Company or any of its Affiliates, (4)
                                         Macquarie may enter into transactions and purchase Crude Oil or Products for its own
                                         account or the account of others at prices more favorable than those being paid by the
                                         Company hereunder and (5) nothing herein shall be construed to prevent Macquarie, or
                                         any of its partners, officers, employees or Affiliates, in any way from purchasing, selling
                                         or otherwise trading in Crude Oil, Products or any other commodity for its or their own
                                         account or for the account of others, whether prior to, simultaneously with or subsequent
                                         to any transaction under this Agreement.



 






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		20	DEFAULT
                                         AND TERMINATION



 


		20.1	Events
                                         of Default. Notwithstanding any other provision of this Agreement, the occurrence
                                         of any of the following with respect to a Party shall constitute an “Event of
                                         Default” with respect to such Party:



 


		(a)	Failure
                                         to Pay. Either Party fails to make payment when due under any Transaction Document
                                         within one (1) Business Day after delivery of a written notice from the other Party of
                                         such failure to pay; or



 


		(b)	Material
                                         Obligations. Other than a default described in Section 20.1(a), 20.1(c),
                                         20.1(e), or 20.1(p), the Company fails to:



 


		(i)	comply
                                         with the requirements of Section 19.5 (Negative Covenants); or



 


		(ii)	perform
                                         any Material Obligation (other than as described in sub-paragraph (i) above) under this
                                         Agreement or any other Transaction Document, which is not cured to the reasonable satisfaction
                                         of the other Party (in its reasonable discretion) within two Business Days after the
                                         date that such Party receives written notice that such obligation or covenant has not
                                         been performed; (or such longer grace period as provided under the applicable Transaction
                                         Document) or



 


		(c)	Misrepresentation.
                                         Either Party (or, if applicable, any Affiliate of such Party that is party to a Transaction
                                         Document) breaches any material representation or material warranty made or repeated
                                         or deemed to have been made or repeated by the Party (or any such Affiliate of such Party),
                                         or any warranty or representation proves to have been incorrect or misleading in any
                                         material respect when made or repeated or deemed to have been made or repeated under
                                         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 (10) Business
                                         Days after the date that such Party receives notice that corrective action is needed
                                         (or such longer grace period as provided under the applicable Transaction Document) or



 


		(d)	Bankruptcy.
                                         Either Party becomes Bankrupt; or



 


		(e)	Default
                                         under Specified Transaction. Either Party or any of its Affiliates (1) defaults on
                                         payment obligations under any Specified Transaction, or (2) defaults on posting required
                                         collateral or credit support in connection with any Specified Transaction and such breach
                                         is not cured to the reasonable satisfaction of the other Party within two (2) Business
                                         Days after the date that such Party receives notice that corrective action is needed;
                                         or



 


		(f)	Master
                                         Agreement. A Master Agreement Termination Event occurs with respect to either Party;



 


		(g)	Change
                                         of Control or Specified Event. A Change of Control or Specified Event; or



 


		(h)	Material
                                         Agreement. The Company fails, after giving effect to any applicable notice requirement
                                         or grace period, to perform its obligations under, comply with, or maintain in any material
                                         respect a Base Agreement or the Required Storage and Transportation Arrangements, if
                                         any; or



 


		(i)	Disposals. The Company or any of its Subsidiaries sells, leases, subleases, transfers or otherwise
                                         disposes of, in one transaction or a series of related transactions, all or substantially
                                         all of the assets that constitute the Refinery; or



 






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		(j)	Merger. The Company (i) consolidates or amalgamates with, merges with or into, or transfers
                                         all or substantially all of its assets to, another entity (including an Affiliate) or
                                         any such consolidation, amalgamation, merger or transfer is consummated, and (ii) (A)
                                         the successor entity resulting from any such consolidation, amalgamation or merger or
                                         the Person that otherwise acquires all or substantially all of the assets of the Company
                                         does not assume, in a manner reasonably satisfactory to Macquarie, all of the Company’s
                                         obligations hereunder and under the other Transaction Documents, or (B) in the reasonable
                                         judgment of Macquarie, the creditworthiness of the resulting, surviving or transferee
                                         entity, taking into account any guaranties, is materially weaker than the Company immediately
                                         prior to the consolidation, amalgamation, merger or transfer; or



 


		(k)	Breach
                                         of covenant. The Company fails to perform or observe any covenant, affirmative or
                                         negative, set forth herein or in any other Transaction Document (other than any such
                                         covenant specified in any other sub-section of this Section 20.1) and the Company fails
                                         to cure, correct or eliminate such failure or non-compliance within five (5) Business
                                         Days after receipt from Macquarie of written notice of such failure; provided further
                                         that no Event of Default shall occur pursuant to this sub-section (k) if an administrative,
                                         technical or unintentional error is identified in a report delivered to Macquarie by
                                         the Company pursuant to this Agreement and the Parties have agreed to correct any such
                                         error; or



 


		(l)	Cross
                                         Default. There shall occur, after giving effect to any applicable notice requirement
                                         or grace period, either (A) a default, event of default or other similar condition or
                                         event (however described) in respect of the Company or its Guarantor under one or more
                                         agreements or instruments relating to Specified Indebtedness (other than any Financing
                                         Agreement) in an aggregate amount of not less than ($20,000,000) which has resulted in
                                         such Specified Indebtedness becoming due and payable under such agreements and instruments
                                         before it would have otherwise been due and payable or (B) a default by the Company its
                                         Guarantor in making one or more payments on the due date thereof in an aggregate amount
                                         of not less than ($20,000,000) under such agreements or instruments (after giving effect
                                         to any applicable notice requirement or grace period); or



 


		(m)	Financing
                                         Agreement. Any indebtedness of the Company or its Guarantor pursuant to a Financing
                                         Agreement is declared to be or otherwise becomes due and payable prior to its specified
                                         maturity as a result of the occurrence of an event of default (howsoever described) under
                                         any of the Financing Agreements; or



 


		(n)	Repudiation.
                                         The Company or the Parent disaffirms, disclaims, repudiates or rejects, in whole or in
                                         part, or challenge the validity of this Agreement or the Guaranty; or



 


		(o)	Parent.
                                         Any of the following: (i) the Parent fails to perform or otherwise defaults in any payment
                                         obligation under the Guaranty, (ii) the Parent becomes Bankrupt, (iii) the Guaranty expires
                                         (other than in accordance with its terms) or terminates or ceases to be in full force
                                         and effect prior to the satisfaction of all obligations of the Company to Macquarie under
                                         this Agreement and the other Transaction Documents or (iv) the Parent disaffirms, disclaims,
                                         repudiates or rejects, in whole or in part, or challenges the validity of the Guaranty
                                         or any of the Intercreditor Provisions (as defined below),



 


		(p)	Security
                                         Instruments. (i) Macquarie fails to have a valid perfected security interest in any
                                         portion of the Credit Support (other than Credit Support released in accordance with
                                         the Transaction Documents) or (ii) any Lien Document shall at any time and for any reason
                                         (other than solely with respect to any action or inaction of Macquarie) cease to create
                                         a security interest on the Credit Support purported to be subject to such instrument
                                         in accordance with the terms of such instrument, or cease to be in full force and effect;
                                         or



 


		(q)	Compliance
                                         with Governmental Authority. The Company or Parent fails to comply in any respect
                                         with the order, regulation or directive of any Governmental Authority pertaining in any
                                         way to such person, the transactions contemplated by the Transaction Documents or the
                                         Credit Support, except for such failure to comply as would not result in a Material Adverse
                                         Change; or



 


		(r)	Judgments
                                         Against Company. There is entered against the Company (i) one or more final judgments
                                         or orders for the payment of money in an aggregate amount (as to all such judgments and
                                         orders) exceeding $20,000,000 (to the extent not covered by independent third-party insurance)
                                         which is not paid when due in accordance with its terms, or (ii) one or more non-monetary
                                         final orders of a court of competent jurisdiction that have, or would reasonably be expected
                                         to result in, individually or in the aggregate, a Material Adverse Change; or



 






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		(s)	Judgments
                                         Against Parent. There is entered against Parent (i) one or more final judgments or
                                         orders for the payment of money in an aggregate amount (as to all such judgments and
                                         orders) exceeding $ 20,000,000 (to the extent not covered by independent third-party
                                         insurance) which is not paid when due in accordance with its terms, or (ii) one or more
                                         non-monetary final orders of a court of competent jurisdiction that have, or would reasonably
                                         be expected to result in, individually or in the aggregate, a Material Adverse Change.



 


		(t)	Intercreditor
                                         Agreement.



 


		(i)	any
                                         of the intercreditor, subordination, standstill, payover and insolvency related provisions
                                         of the Intercreditor Agreement (“Intercreditor Provisions”) shall,
                                         in whole or in part, terminate, cease to be effective or cease to be legally valid, binding
                                         and enforceable against any holder of the applicable indebtedness; or



 


		(ii)	the
                                         Company shall, directly or indirectly, disavow or contest in any manner the effectiveness,
                                         validity or enforceability of any of the Intercreditor Provisions.



 


		20.2	Change
                                         in Law.



 


		(a)	If,
                                         due to a Change in Law after the date of this Agreement:



 


		(i)	it
                                         becomes:



 


		(A)	unlawful
                                         or otherwise prohibited on any day, or it would become unlawful or otherwise prohibited
                                         if the relevant payment, delivery or compliance were required on that day, for a Party
                                         (the “CL Affected Party”) to perform any absolute or contingent obligation
                                         to make a payment or delivery or to receive a payment or delivery under this Agreement
                                         or to comply with any other material provision of this Agreement or any other Transaction
                                         Document; or



 


		(B)	unlawful
                                         for any Affiliate of the CL Affected Party, for the CL Affected Party to do the acts
                                         described at Section 20.2(a)(i) above; or



 


		(ii)	if
                                         the CL Affected Party is Macquarie, it would be or is likely to be subject to additional
                                         or increased burdens or costs if it were to continue to hold Crude Oil and Product in
                                         the manner contemplated by this Agreement,



 


then:


 


		(A)	the
                                         CL Affected Party shall promptly notify the other Party (the “Non-CL Affected
                                         Party”) upon becoming aware of that event; and



 


		(B)	without
                                         prejudice to Section 20.2(c) below, the relevant right, obligation or other provision
                                         shall be suspended to the extent required to avoid any breach of the matter which is
                                         the subject of the Change in Law or any other unlawfulness on the part of the CL Affected
                                         Party.



 


		(b)	The
                                         obligations of the Non-CL Affected Party under this Agreement shall be suspended to the
                                         same extent as those of the CL Affected Party.



 


		(c)	If
                                         either:



 


		(i)	at
                                         any time it is not possible by virtue of the suspension described in Section 20.2(a)(ii)
                                         (B) above to avoid the breach or other unlawfulness on the part of the CL Affected Party
                                         described in Section 20.2(a)(ii); or



 


		(ii)	it
                                         is so possible but the Parties have been unable to agree, each acting in good faith and
                                         in a commercially reasonable manner, consequential amendments to be made to the Transactions
                                         that may be substituted for any such invalid, illegal or unenforceable provision and
                                         which, as nearly as is practicable in all the circumstances, preserve the commercial
                                         intention of the Parties and the intended economic effect of the transactions contemplated
                                         by the Transaction Documents,



 






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in
either such case by the date falling 10 (ten) Business Days after the date of the notice described in Clause 20.2(a) (or, if earlier,
the date specified by the CL Affected Party in the notice described in Clause 20.2(a) as the last day of any applicable grace
period permitted by Applicable Law), the CL Affected Party shall be entitled to terminate this Agreement by notice to the Non-CL
Affected Party (an “Illegality Termination Notice”).


 


		(d)	An
                                         Illegality Termination Notice shall specify the termination date which shall not be earlier
                                         than:



 


		(i)	where
                                         it has not been possible to avoid the breach or unlawfulness described in Section 20.2(a),
                                         the date of the Illegality Termination Notice; or



 


		(ii)	otherwise,
                                         30 (thirty) days after the date of the Illegality Termination Notice.



 


		20.3	Termination
                                         Event.



 


		(a)	The
                                         occurrence of any of the following events shall constitute a “Termination Event”
                                         for the purposes of this Agreement:



 


		(i)	Illegality
                                         Termination Notice. An Illegality Termination Notice is delivered by the CL Affected
                                         Party to the Non-CL Affected Party pursuant to Section 20.2(c).



 


		(ii)	Invalidity.
                                         Any material obligation(s) of the Company or Macquarie under any Transaction Document
                                         between the Company and Macquarie are not or cease to be legal, valid, binding or enforceable.



 


		(iii)	Termination
                                         of certain agreements: An Intermediated Product Offtake Contract, the Shell Crude
                                         Supply Agreement or the Tripartite Crude Supply Agreement is terminated by any party
                                         thereto.



 


		(b)	Following
                                         the occurrence of a Termination Event, either Party may, by notice in writing to the
                                         other Party, elect to terminate this Agreement (a “Termination Notice”).
                                         A Termination Notice must specify the date on which the Agreement shall terminate, which
                                         shall be a date no earlier than the date of that notice and, in the case of a Termination
                                         Event pursuant to sub-paragraph 20.3(a)(i) above, shall be a date no earlier than the
                                         date determined in accordance with Section 20.2(d) above. Once a Termination Notice has
                                         been validly given, the Agreement shall terminate on the date specified in that Termination
                                         Notice.



 


		(c)	Following
                                         termination of this Agreement pursuant to this Section 20.3, the provisions of
                                         Article 21 shall apply unless, following the occurrence of a Change in Law, the
                                         CL Affected Party determines that compliance with Article 21 would be contrary to Applicable
                                         Law, in which case, Section 20.4 (other than Section 20.4(a)) shall apply.



 


		20.4	Remedies.



 


		(a)	Acceleration.
                                         Notwithstanding any other provision of this Agreement, if any Event of Default with respect
                                         to the Company, on the one hand, or Macquarie, on the other hand (such defaulting Party,
                                         the “Defaulting Party”) has occurred and is continuing, Macquarie
                                         (where the Company is the Defaulting Party) or the Company (where Macquarie is the Defaulting
                                         Party) (such non-defaulting Party or Parties, the “Non-Defaulting Party”)
                                         may, upon notice to the Defaulting Party (an “Acceleration Notice”),
                                         (i) designate a date not earlier than the date of the Acceleration Notice as the date
                                         on which this Agreement shall terminate and declare all of the Defaulting Party’s
                                         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 and/or (ii) subject to Section 20.4(d), exercise any rights and
                                         remedies provided or available to the Non-Defaulting Party under this Agreement, the
                                         other Transaction Documents or at law or equity, including all remedies provided under
                                         the UCC and as provided under this Section 20.4.



 


		(b)	Termination/Settlement
                                         Amount. Notwithstanding any other provision of this Agreement, if an Event of Default
                                         has occurred and is continuing with respect to the Defaulting Party, the Non-Defaulting
                                         Party shall have the right, to terminate the Agreement (and any other contract or agreement
                                         that may then be outstanding between the Parties that relates specifically to this Agreement,
                                         including any Transaction Document) on a date no earlier than the date specified in the
                                         Acceleration Notice or, to the extent that the provisions of this Section 20.4 apply
                                         following the occurrence of a Change in Law, the relevant Termination Date, and, subject
                                         to Section 20.4(d), to liquidate and terminate any or all rights and obligations
                                         under this Agreement and such other Transaction Documents; provided that, in the event
                                         Macquarie is the Non-Defaulting Party, this Agreement shall not be deemed to have terminated
                                         in full until Macquarie shall have disposed of all Crude Oil and Products owned or maintained
                                         by Macquarie in which Macquarie has lien or other rights in connection herewith and exercised
                                         in full all of its rights and remedies with respect to the Hydrocarbon Credit Support.



 






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		(c)	Settlement
                                         Amount. The Settlement Amount (as defined below) payable upon the early termination
                                         of this Agreement pursuant to Section 20.3(c) or Section 20.4(a) shall
                                         be calculated in a commercially reasonable manner based on such liquidated and terminated
                                         rights and obligations and shall be payable by one Party to the other. The “Settlement
                                         Amount” shall mean the amount, expressed in U.S. dollars, of losses and out
                                         of pocket costs that are or would be incurred by (i) Macquarie, if the Agreement is terminated
                                         pursuant to Section 20.3(c) and the provisions of this Section 20.4 apply;
                                         or (ii) the Non-Defaulting Party (each, the “Determining Party”) (expressed
                                         as a positive number) or gains that are or would be realized by the Determining Party
                                         (expressed as a negative number) as a result of the liquidation and termination of all
                                         rights and obligations under this Agreement and such other Transaction Documents. The
                                         determination of the Settlement Amount shall include (without duplication): (x) the losses
                                         and out of pocket costs (or gains) incurred or realized (and determined in a commercially
                                         reasonable manner) by the Determining Party in terminating, transferring, redeploying
                                         or otherwise modifying any outstanding Macquarie Crude Procurement Contracts, (y) the
                                         losses and out of pocket costs (or gains) incurred or realized (and determined in a commercially
                                         reasonable manner) by the Determining Party in terminating and liquidating any transactions
                                         subject hereto, including but not limited to, any unpaid amounts owed pursuant to Section
                                         11.1 and Section 11.2 herein and (z) all breakage costs, losses and out of
                                         pocket costs (or gains) incurred or realized by the Determining Party, as a result of
                                         the Determining Party’s terminating, liquidating, maintaining, obtaining or re-establishing
                                         any Related Hedges (including, if Macquarie is the Determining Party, all hedging transactions
                                         relating to the roll procedures set forth in the Fee Letter.



 


		(d)	Determination
                                         of Settlement Amount. The Settlement Amount shall be determined by the Determining
                                         Party, acting in good faith, in a commercially reasonable manner. The Determining 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 Determining 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. Without limiting the generality of the foregoing, it is agreed
                                         that for purposes of determining the Settlement Amount: to the extent the Determining
                                         Party deems it commercially reasonable to do so, it may in referencing prices in the
                                         futures, forward, swap and options markets for purposes of calculating various elements
                                         of the Settlement Amount endeavor to align the dates as of which such reference prices
                                         are determined. In calculating the Settlement Amount, the Determining Party shall discount
                                         to present value (in any commercially reasonable manner based on London interbank rates
                                         for the applicable period and currency) 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.



 


		(e)	Additional
                                         Rights of Macquarie. Without limiting any other rights or remedies hereunder, if
                                         an Event of Default has occurred and is continuing and Macquarie is the Non-Defaulting
                                         Party, Macquarie may, in its discretion, (i) withhold or suspend its obligations, including
                                         any of its delivery or payment obligations, under this Agreement or any other Transaction
                                         Documents, (ii) withdraw from storage any and all of the Crude Oil and/or Products then
                                         in the Included Storage Locations, (iii) otherwise arrange for the disposition of any
                                         Crude Oil and/or Products subject to any outstanding Macquarie Crude Procurement Contract
                                         or Included Product Purchase Transaction and/or the modification, settlement or termination
                                         of such outstanding Macquarie Crude Procurement Contract or Included Product Purchase
                                         Transaction in such manner as it elects, (iv) 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 the Company or any of its Affiliates, to Macquarie or any of its Affiliates, (including
                                         without limitation the Independent Amount), (v) foreclose any lien or security interest,
                                         and (vi) exercise its rights in respect of any agreement or assignment of rights from
                                         a third party in respect of the transportation or storage of the Company Product Inventory.
                                         Macquarie shall be under no obligation to prioritize the order with respect to which
                                         it exercises any one or more rights and remedies available hereunder. The Company shall
                                         in all events remain liable to Macquarie for any amount payable by the Company in respect
                                         of any of its obligations remaining unpaid after any such liquidation, application and
                                         set off and, to the extent that the disposition or any Crude Oil and/or Products, the
                                         liquidation of any applicable credit support, margin or collateral or the exercise of
                                         any of its other rights or remedies hereunder results in Macquarie receiving amounts
                                         in excess of the amount owed to it by the Company, the amount of such excess shall be
                                         for the account of the Company.



 






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		(f)	Company’s
                                         Rights. Without limiting any other rights or remedies hereunder or under any other
                                         Transaction Document and notwithstanding anything to the contrary specified herein or
                                         therein, if an Event of Default has occurred and is continuing and the Company is the
                                         Non-Defaulting Party, the Company may, in its discretion, (i) withhold or suspend its
                                         obligations, including any of its delivery or payment obligations, under this Agreement
                                         (ii) otherwise provide for the settlement or termination of the Parties’ outstanding
                                         commitments hereunder, or (iii) arrange for the sale in a commercially reasonable manner
                                         of Crude Oil and/or Product hereunder for Macquarie’s account, and the replacement
                                         of the intermediation, supply and offtake transactions contemplated hereby with such
                                         alternative arrangements as it may procure, and the consolidation of Macquarie’s
                                         Property into a subset of Included Storage Locations without loss to or commingling of
                                         Macquarie’s Property; provided that if the Company recovers any amount(s) in excess
                                         of the amount (if any) owed to Macquarie, such excess shall be for the account of the
                                         Company.



 


		(g)	Net
                                         Liquidated Amount. The Determining Party shall set off (i) the Settlement Amount
                                         (if due to the other Party), plus any performance security (including any other margin
                                         or collateral) then held by the Determining Party pursuant to the Transaction Documents,
                                         plus (at the Determining Party’s election) any or all other amounts due to the
                                         other Party hereunder (including under Article 11), against (ii) the Settlement
                                         Amount (if due to the Determining Party), plus any performance security (including any
                                         other margin or collateral) then held by the other Party, plus (at the Determining Party’s
                                         election) any or all other amounts due to the Determining Party hereunder (including
                                         under Article 11), so that all such amounts (including, for the avoidance of doubt,
                                         the amount of any Independent Amount held by Macquarie) shall be netted to a single liquidated
                                         amount payable by one Party to the other (the “Liquidated Amount”).
                                         The Party with the payment obligation shall pay the Liquidated Amount to the applicable
                                         other Parties within one (1) Business Day after such amount has been determined. In addition,
                                         the Parties acknowledge that, in connection with an Event of Default hereunder, the Step-Out
                                         Inventory Sales Agreement may be terminated and with respect thereto any rights and remedies
                                         available hereunder, under any other agreement between the Parties hereto or the parties
                                         thereto, or at law or equity may be exercised.



 


		(h)	No
                                         Abandonment of Rights. No delay or failure on the part of the Determining Party in
                                         exercising any right or remedy to which it may be entitled on account of any Event of
                                         Default or a Change in Law shall constitute an abandonment of any such right, and the
                                         Non-Defaulting Party or Non-CL Affected Party shall be entitled to exercise such right
                                         or remedy at any time during the continuance of an Event of Default or, as applicable,
                                         at any time following the occurrence of the Change in Law.



 


		(i)	Rights
                                         Cumulative. The Non-Defaulting Party’s rights under this Section 20.4
                                         shall be in addition to, and not in limitation or exclusion of, any other rights which
                                         the Non-Defaulting Party may have (whether by agreement, operation of law or otherwise),
                                         including any rights of recoupment, setoff, combination of accounts or other rights under
                                         any credit support that may from time to time be provided in connection with this Agreement
                                         or at law or in equity. The Defaulting Party shall indemnify and hold the Non-Defaulting
                                         Party harmless from all reasonable out of pocket costs and expenses, including reasonable
                                         attorney fees, incurred in the exercise of any remedies hereunder, as and to the extent
                                         provided in Article 22 hereof, and subject to the limitations set forth therein.



 


		(j)	Setoff.
                                         If an Event of Default has occurred and is continuing or a Change in Law has occurred
                                         and an Illegality Notice has been delivered to the Non-CL Affected Party by the CL Affected
                                         Party, the Determining Party may, without limitation on its rights under this Section
                                         20.4, set off amounts which the other Party owes to it against any amounts which
                                         it owes to the other Party (whether hereunder, under any other contract or agreement
                                         or otherwise and whether or not then due).



 






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		(k)	Master
                                         Netting Agreement. The Parties acknowledge and agree that this Agreement is intended
                                         to be a “master netting agreement” as such term is defined in section 101(38A)
                                         of the Bankruptcy Code. As used in this Section 20.4, unless otherwise expressly
                                         provided, each reference to “this Agreement” shall, and shall be deemed to,
                                         be a reference to “this Agreement and the other Transaction Documents.”



 


		(l)	Additional
                                         Master Netting and Setoff. The Parties acknowledge and agree that the Non-Defaulting
                                         Party or Non-CL Affected Party has such additional netting and setoff rights as are provided
                                         in any master netting agreement executed in connection herewith and expressly referencing
                                         this Agreement.



 


		21	SETTLEMENT
                                         AT TERMINATION



 


		21.1	Procedures
                                         for Settlement at Termination. Upon expiration or termination of this Agreement for
                                         any reason other than as a result of an Event of Default or, if applicable, a Change
                                         in Law in respect of which Section 20.4 applies (in which case the Expiration Date or
                                         such other date as the Parties may agree shall be the “Termination Date”;
                                         provided that if such date is not a Business Day, the Termination Date shall occur on
                                         the immediately preceding Business Day), the Parties covenant and agree to proceed as
                                         provided in this Article 21; provided that (x) this Agreement shall continue in
                                         effect following the Termination Date until all obligations are finally settled as contemplated
                                         by this Article 21 and (y) the provisions of this Article 21 shall in no
                                         way limit the rights and remedies which the Non-Defaulting Party may have as a result
                                         of an Event of Default, whether pursuant to Article 20 above or otherwise:



 


		(a)	Macquarie
                                         Contracts. If any Macquarie Crude Procurement Contract, Included Product Purchase
                                         Transaction, Included Sales Transaction or Included Crude Sales Transaction does not
                                         either (i) by its terms automatically become assigned to the Company on and as of the
                                         Termination Date in a manner which releases Macquarie from all obligations thereunder
                                         for all periods following the Termination Date or (ii) by its terms, expire or terminate
                                         on and as of the Termination Date, then the Parties shall promptly negotiate and enter
                                         into, with each of the then existing Third Party Suppliers and Customers, assignments,
                                         assumptions and/or such other documentation, in form and substance reasonably satisfactory
                                         to the Parties, pursuant to which, as of the Termination Date, (w) such Macquarie Crude
                                         Procurement Contract, Included Product Purchase Transaction, Included Sales Transaction
                                         or Included Crude Sales Transaction shall be assigned to the Company or shall be terminated,
                                         (x) all rights and obligations of Macquarie under each of the then outstanding Macquarie
                                         Crude Procurement Contract, Included Product Purchase Transaction, Included Sales Transaction
                                         or Included Crude Sales Transactions shall be assigned to the Company, (y) the Company
                                         shall assume all of such obligations to be paid or performed following such termination,
                                         and (z) Macquarie shall be released by such Third Party Suppliers, Customers and the
                                         Company from any further obligations thereunder. In connection with the assignment or
                                         reassignment of any Macquarie Crude Procurement Contract, Included Product Purchase Transaction,
                                         Included Sales Transaction or Included Crude Sales Transaction, the Parties shall endeavor,
                                         in a commercially reasonable manner, to facilitate the transitioning of the supply and
                                         payment arrangements, including any change in payment terms, under the relevant Macquarie
                                         Crude Procurement Contract, Included Product Purchase Transaction, Included Sales Transaction
                                         or Included Crude Sales Transaction so as to prevent any material disruption thereunder.



 


		(b)	Tripartite
                                         Agreements. If, pursuant to any Tripartite Crude Supply Agreement or Tripartite Product
                                         Offtake Agreement, any sales commitments are outstanding which, by their terms, extend
                                         beyond the Termination Date, then the Parties shall promptly negotiate and enter into,
                                         with each of the purchasers thereunder, assignments, assumptions and/or such other documentation,
                                         in form and substance reasonably satisfactory to the Parties, pursuant to which, as of
                                         the Termination Date, (i) such purchase or sales commitment shall be assigned (or reassigned)
                                         to the Company or shall be terminated, (ii) all rights and obligations of Macquarie with
                                         respect to each then outstanding purchase or sales commitment shall be assigned to the
                                         Company, (iii) the Company shall assume all of such obligations to be paid or performed
                                         following such termination, and (iv) Macquarie shall be released by the purchasers or
                                         sellers thereunder and the Company from any further obligations with respect to such
                                         sales commitments. In connection with the assignment or reassignment of any Tripartite
                                         Crude Supply Agreement or Tripartite Product Offtake Agreement or transaction thereunder,
                                         the Parties shall use commercially reasonable efforts to facilitate the transitioning
                                         so as to prevent any material disruption in the receipt of Crude Oil at and distribution
                                         of Products from the Refinery.



 






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		(c)	Purchase
                                         and Transfer of Crude and Products. The volume of Crude Oil and Products at the Included
                                         Storage Locations, at Macquarie’s election (i) shall be purchased and transferred
                                         as contemplated in the Step-Out Inventory Sales Agreement, (ii) at Macquarie’s
                                         cost, but with the mutual agreement of both Parties (each in its sole discretion), including
                                         the use of any Base Contracts, shall be taken and accepted in kind satisfaction of obligations
                                         hereunder or (iii) at Macquarie’s cost, but with Company’s reasonable assistance,
                                         including the use of any Base Contracts, shall be sold in its entirety or in parts to
                                         Customers of Macquarie’s choosing but with withdrawal from the Included Storage
                                         Locations in connection therewith promptly. The Crude Oil volumes measured by Macquarie’s
                                         Inspector at the Termination Date and recorded in Macquarie’s Inspector’s
                                         final inventory report shall be the “Termination Date Crude Oil Volumes”
                                         for the purposes of this Agreement and the Product volumes measured by Macquarie’s
                                         Inspector at the Termination Date and recorded in Macquarie’s Inspector’s
                                         final inventory report shall be the “Termination Date Product Volumes”
                                         for purposes of this Agreement, and such Termination Date Crude Oil Volumes and Termination
                                         Date Product Volumes shall collectively be referred to as the “Termination Date
                                         Volumes.”



 


		(d)	Determination
                                         of Termination Amount. Macquarie shall promptly reconcile and determine the Termination
                                         Amount pursuant to Section 21.2. The Parties shall promptly exchange all information
                                         necessary to determine the estimates and final calculations contemplated by Section
                                         21.2.



 


		(e)	No
                                         Further Obligations. Macquarie shall have no further obligation to purchase and shall
                                         not purchase or pay for Crude Oil or Products, or incur any such purchase obligations
                                         on and after the Termination Date. Except as may be required for Macquarie to fulfil
                                         its obligations hereunder until the Termination Date or during any obligatory notice
                                         period pursuant to any Macquarie Crude Procurement Contract, Macquarie shall not be obligated
                                         to purchase, take title to or pay for any Crude Oil or Products on or following the Termination
                                         Date or such earlier date as the Parties may determine in connection with the transitioning
                                         of such supply arrangements to the Company or its designee. Notwithstanding anything
                                         to the contrary herein, no Delivery Date shall occur later than the day immediately preceding
                                         the Termination Date.



 


		21.2	Termination
                                         Amount.



 


		(a)	The
                                         “Termination Amount” shall equal:



 


		(i)	Any
                                         unpaid amounts owed by the Company to Macquarie pursuant to the Step-Out Inventory Sales
                                         Agreement and, without duplication, in respect of Crude Oil delivered on or prior to
                                         the Termination Date but not otherwise accounted for in the Step-Out Inventory Sales
                                         Agreement, plus



 


		(ii)	all
                                         Ancillary Costs incurred through the Termination Date that have not yet been paid or
                                         reimbursed by the Company, plus



 


		(iii)	in
                                         the case of an early termination, the amount reasonably determined by Macquarie as the
                                         breakage costs it incurred directly in connection with the termination, unwinding or
                                         redeploying of all Related Hedges as a result of such early termination, including all
                                         hedging transactions relating to the roll procedures set forth in the Fee Letter, plus



 


		(iv)	the
                                         aggregate amount due under Section 11.2(b), calculated as of the Termination Date
                                         with such date being the final day of the last monthly period for which such calculations
                                         are to be made under this Agreement; provided that, if such amount under Section 11.2(b) is due to Macquarie, then such amount shall be included in this Termination Amount
                                         as a positive number and if such amount under Section 11.2(a) is due to the Company,
                                         then such amount shall be included in this Termination Amount as a negative number, plus



 


		(v)	all
                                         unpaid amounts payable hereunder by Macquarie to the Company in respect of Product delivered
                                         on or prior to the Termination Date.



 


All
of the foregoing amounts shall be aggregated or netted to a single liquidation amount owing from one Party to the other. If the
Termination Amount is a positive number, it shall be due to Macquarie and if it is a negative number, the absolute value thereof
shall be due to the Company.


 






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		(b)	The
                                         Parties acknowledge that one or more of the components of the Termination Amount may
                                         not be capable of definitive determination by the Termination Date and therefore agree
                                         that Macquarie shall, in a commercially reasonable manner, estimate in good faith each
                                         of such components and use such estimated components to determine an estimate of the
                                         Termination Amount (the “Estimated Termination Amount”); provided
                                         that the Parties agree that Macquarie shall apply the Independent Amount against the
                                         Estimated Termination Amount and shall not wait until final settlement is completed pursuant
                                         to Section 21.2(c). Without limiting the generality of the foregoing, the Parties
                                         agree that the amount due under Section 21.2(a)(i) above shall be estimated by
                                         Macquarie in the same manner and using the same methodology as it used in preparing the
                                         Estimated Commencement Date Value, but applying the then Current Month Benchmark Price(s)
                                         (the “Step-Out Prices”) and other price terms provided for herein
                                         with respect to the purchase of the Termination Date Volumes. Macquarie shall use commercially
                                         reasonable efforts to prepare, and provide the Company with, an initial Estimated Termination
                                         Amount, together with appropriate supporting documentation, at least five (5) Business
                                         Days prior to the Termination Date. To the extent reasonably practicable, Macquarie shall
                                         endeavor to update its calculation of the Estimated Termination Amount by no later than
                                         12:00 p.m. CT on the Business Day prior to the Termination Date. If Macquarie is able
                                         to provide such updated amount, that amount shall constitute the Estimated Termination
                                         Amount and shall be due and payable by no later than 5:00 p.m., CT on the Business Day
                                         preceding the Termination Date. Otherwise, the initial Estimated Termination Amount shall
                                         be the amount payable on the Termination Date. If the Estimated Termination Amount is
                                         a positive number, it shall be due to Macquarie and if it is a negative number, the absolute
                                         value thereof shall be due to the Company. Substantially concurrently with Macquarie’s
                                         receiving (or making) payment of the Estimated Termination Amount upon request by (and
                                         at the sole cost and expense of) the Company, Macquarie shall (i) cause any filing or
                                         recording of any UCC financing statements filed by Macquarie in respect of the Transaction
                                         Obligations and Macquarie’s Property to be terminated, (ii) release and terminate
                                         all Lien Documents pursuant to one or more instruments mutually acceptable to the Parties
                                         and release or cause to be released all Permitted Article 10 Liens on Macquarie Property
                                         and (iii) deliver, re-assign, re-convey and transfer, as applicable, to the Company any
                                         other Collateral or credit support held or maintained by Macquarie; provided that Macquarie
                                         may retain such portion of the Independent Amount as Macquarie determines in a commercially
                                         reasonable manner is appropriate to secure potential obligations of the Company in respect
                                         of amounts which may remain to be paid by the Company pursuant to the Termination Reconciliation
                                         Statement until such statement is finalized and, if any such amounts are due from the
                                         Company, until such amounts are paid.



 


		(c)	On
                                         or before ten (10) Business Days following the Termination Date, Macquarie shall prepare,
                                         and provide the Company with, (i) a statement showing the calculation, as of the Termination
                                         Date, of the Termination Amount, (ii) a statement (the “Termination Reconciliation
                                         Statement”) reconciling the Termination Amount with the sum of the Estimated
                                         Termination Amount pursuant to Section 21.2(b) and the Independent Amount and
                                         indicating any amount remaining to be paid by one Party to the other as a result of such
                                         reconciliation. Within one (1) Business Day after receiving the Termination Reconciliation
                                         Statement and the related supporting documentation, the Parties shall make any and all
                                         payments required pursuant thereto. Promptly after receiving such payment (but in any
                                         event within five (5) Business Days of such receipt), Macquarie shall (x) cause any filing
                                         or recording of any UCC financing forms to be terminated, (y) release and terminate all
                                         Lien Documents pursuant to one or more instruments mutually acceptable to the Parties
                                         and (z) deliver, re-assign, re-convey and transfer, as applicable, to the Company any
                                         other Credit Support or credit support held or maintained by Macquarie (including, without
                                         limitation, the remaining balance, if any, of the Independent Amount after giving effect
                                         to this Article 21).



 


		(d)	Notwithstanding
                                         anything herein to the contrary, Macquarie shall not have any obligation to make any
                                         payment contemplated by this Section 21.2, transfer title to Crude Oil or Products
                                         or to otherwise cooperate in the transition matters described in Section 21.1
                                         unless (i) the Company shall have performed its obligations under the Step-Out Inventory
                                         Sales Agreement and this Section 21.2 as and when required pursuant to the terms
                                         hereof and thereof, and (ii) except as otherwise agreed by the Parties, the Master Agreement
                                         and all Transactions outstanding thereunder have been terminated and all amounts due
                                         with respect to such terminated Transactions shall have been paid in full.



 


		21.3	Transition
                                         Services. To the extent necessary to facilitate the transition to the purchasers
                                         of the storage and transportation rights and status contemplated hereby, each Party shall
                                         take such additional actions, execute such further instruments and provide such additional
                                         assistance as the other Party may from time to time reasonably request for such purposes.



 






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		22	INDEMNIFICATION;
                                         EXPENSES



 


		22.1	To
                                         the fullest extent permitted by Applicable Law and except as specified otherwise elsewhere
                                         in the Transaction Documents, Macquarie shall defend, indemnify and hold harmless the
                                         Company, its Affiliates, and their directors, officers, employees, representatives, agents
                                         and contractors for and against any Liabilities directly or indirectly arising out of



 


		(a)	any
                                         breach by Macquarie of any covenant or agreement contained herein or made in connection
                                         herewith or any representation or warranty of Macquarie made herein or in connection
                                         herewith proving to be false or misleading or incorrect in any material respect,



 


		(b)	any
                                         failure by Macquarie to comply with or observe any Applicable Law,



 


		(c)	Macquarie’s
                                         negligence or willful misconduct, or



 


		(d)	injury,
                                         disease, or death of any person or damage to or loss of any property, fine or penalty,
                                         any of which is caused by Macquarie or its employees, representatives, agents or contractors
                                         in exercising any rights or performing any obligations hereunder or in connection herewith,



 


except
to the extent that any indemnified Liability arising under this Section 22.1 has resulted from (A) the negligence or willful
misconduct on the part of the Company, its Affiliates or any of their respective employees, representatives, agents or contractors
or (B) the breach by the Company of its obligations hereunder.


 


		22.2	To
                                         the fullest extent permitted by Applicable Law and except as specified otherwise elsewhere
                                         in this Agreement, the Company shall defend, indemnify and hold harmless Macquarie, its
                                         Affiliates, and their directors, officers, employees, representatives, agents and contractors
                                         from and against any Liabilities directly or indirectly arising out of



 


		(a)	any
                                         breach by the Company of any covenant or agreement contained herein or made in connection
                                         herewith or any representation or warranty of the Company made herein or in connection
                                         herewith proving to be false or misleading or incorrect in any material respect, including,
                                         without limitation the Company’s obligation for payment of taxes pursuant to Section
                                         16.1,



 


		(b)	the
                                         Company’s transportation, handling, storage, refining or disposal of any Crude
                                         Oil or the products thereof, including any conduct by the Company on behalf of or as
                                         the agent of Macquarie under the Required Storage and Transportation Arrangements,



 


		(c)	the
                                         Company’s failure to comply with its obligations under the terminalling, pipeline
                                         and lease agreements underlying the Required Storage and Transportation Arrangements,



 


		(d)	the
                                         Company’s negligence or willful misconduct,



 


		(e)	any
                                         failure by the Company to comply with or observe any Applicable Law,



 


		(f)	injury,
                                         disease, or death of any person or damage to or loss of any property, fine or penalty,
                                         any of which is caused by the Company or its employees, representatives, agents or contractors
                                         in exercising any rights or performing any obligations hereunder or in connection herewith,



 


		(g)	actual
                                         or alleged presence or release of Hazardous Substances in connection with 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 Transaction Documents or
                                         the transactions contemplated thereby or



 


		(h)	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 Company, and regardless of whether Macquarie is a party thereto,



 






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except
to the extent that any Liability arising under this Section 22.2 has resulted from (A) the negligence or willful misconduct on
the part of Macquarie, its Affiliates or any of their respective employees, representatives, agents or contractors, or (B) the
breach by Macquarie of its obligations hereunder.


 


		22.3	The
                                         Parties’ obligations to defend, indemnify, and hold each other harmless under the
                                         terms of the Transaction Documents shall not vest any rights in any third party (except
                                         as expressly provided for in this Article 22), nor shall they be considered an
                                         admission of liability or responsibility for any purposes other than those enumerated
                                         in the Transaction Documents.



 


		22.4	Each
                                         Party agrees to notify the other as soon as practicable after receiving notice of any
                                         claim or 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; provided that, the failure to give
                                         such notice shall not affect the indemnification provided hereunder, except to the extent
                                         that the indemnifying Party is materially adversely affected by such failure. 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.



 


		22.5	The
                                         Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by
                                         Macquarie and its Affiliates (including the reasonable fees, charges and disbursements
                                         of counsel and tax consultants for Macquarie) in connection with the preparation, negotiation,
                                         execution, delivery and administration of this Agreement and the other Transaction Documents
                                         or any amendments, modifications or waivers of the provisions hereof or thereof (whether
                                         or not the transactions contemplated hereby or thereby shall be consummated) and (ii)
                                         all reasonable and documented out-of-pocket expenses incurred by Macquarie and its Affiliates
                                         in connection with the enforcement or protection of Macquarie’s rights under or
                                         in connection with this Agreement and the other Transaction Documents.



 


		23	LIMITATION
                                         ON DAMAGES



 


		23.1	LIMITED
                                         RIGHT TO DAMAGES.TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES’
                                         LIABILITY FOR DAMAGES IS LIMITED TO DIRECT, ACTUAL DAMAGES ONLY (WHICH INCLUDE ANY AMOUNTS
                                         DETERMINED UNDER Article 20)
                                         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; ;PROVIDED, HOWEVER, THAT THE FORGOING IS NOT (AND IS NOT INTENDED
                                         TO BE AND SHALL NOT BE DEEMED TO CONSTITUTE) A WAIVER BY A PARTY OF ANY RIGHT TO RECOVER
                                         COMPENSATORY DAMAGES SUFFERED BY A PARTY THAT ARE OR COULD HAVE BEEN REASONABLY FORESEEABLE
                                         AS A RESULT OF ANY BREACH OF ARTICLE 25 (EVEN IF SUCH COMPENSATORY DAMAGES COULD BE CHARACTERIZED
                                         AS INDIRECT, CONTINGENT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES); AND PROVIDED FURTHER
                                         THAT SUCH LIMITATION SHALL NOT APPLY WITH RESPECT TO ANY THIRD PARTY CLAIM FOR WHICH
                                         INDEMNIFICATION IS AVAILABLE UNDER THIS AGREEMENT. EACH PARTY ACKNOWLEDGES THE DUTY TO
                                         MITIGATE DAMAGES HEREUNDER.



 


		24	RECORDS
                                         AND INSPECTION THEREOF



 


During
the Term of this Agreement each Party and its duly Authorized Representative upon reasonable notice, and during normal working
hours, shall have access to the accounting records and other documents maintained by the other Party, or any of the other Party’s
contractors and agents, which relate to this Agreement; provided that, neither this Section nor any other provision hereof shall
entitle the Company to have access to any records concerning any hedges or offsetting transactions or other trading positions
or pricing information that may have been entered into with other parties or utilized in connection with any transactions contemplated
hereby or by any other Transaction Document. The right to inspect or audit such records shall survive termination of this Agreement
for a period of two (2) years following the Termination Date. Each Party shall preserve, and shall use commercially reasonable
efforts to cause all contractors or agents to preserve, all of the aforesaid documents for a period of at least two (2) years
from the Termination Date.


 






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		25	CONFIDENTIALITY



 


		25.1	In
                                         addition to the Company’s confidentiality obligations under the Transaction Documents
                                         and as set forth in Section 32.10, the Parties agree that the specific terms and conditions
                                         of this Agreement, including any list of counterparties, the Transaction Documents and
                                         the drafts of this Agreement exchanged by the Parties and any information exchanged between
                                         the Parties, including calculations of any fees or other amounts paid by the Company
                                         to Macquarie under this Agreement and all information received by Macquarie from the
                                         Company relating to the costs of operation, operating conditions, and other commercial
                                         information of the Company not made available to the public, are confidential and shall
                                         not be disclosed to any third party, except (i) as may be required by court order or
                                         Applicable Laws (including without limitation as may be required by any applicable federal
                                         or state securities laws), (ii) as requested by a Governmental Authority, (iii) to such
                                         Party’s or its Affiliates’ employees, directors, shareholders, auditors,
                                         consultants, banks, lenders, financial advisors and legal advisors for purposes of administering,
                                         negotiating, considering, processing or evaluating this Agreement and the other Transaction
                                         Documents or the transactions contemplated thereby, or (iv) to such Party’s insurance
                                         providers, solely for the purpose of procuring insurance coverage or confirming the extent
                                         of existing insurance coverage; provided that, prior to any disclosure permitted by this
                                         clause (iv), such insurance providers shall have agreed in writing to keep confidential
                                         any information or document subject to this Section 25.1.



 


		25.2	The
                                         confidentiality obligations under this Agreement shall survive termination of this Agreement
                                         for a period of two (2) years following the Termination Date. The Parties shall be entitled
                                         to all remedies available at law, or in equity, to enforce or seek relief in connection
                                         with the confidentiality obligations contained herein (including, without limitation),
                                         the right to seek injunctive relief.



 


		25.3	In
                                         the case of disclosure covered by clause (i) of Section 25.1, to the extent practicable
                                         and in conformance with the relevant court order, Applicable Law or request, the disclosing
                                         Party shall notify the other Party in writing of any proceeding of which it is aware
                                         which may result in disclosure.



 


		25.4	Tax
                                         Disclosure. Notwithstanding anything herein to the contrary, the Parties (and their
                                         respective employees, representatives or other agents) are authorized to disclose to
                                         any person the U.S. federal and state income tax treatment and tax structure of the transaction
                                         and all materials of any kind (including tax opinions and other tax analyses) that are
                                         provided to the Parties relating to that treatment and structure, without the Parties
                                         imposing any limitation of any kind. However, any information relating to the tax treatment
                                         and tax structure shall remain confidential (and the foregoing sentence shall not apply)
                                         to the extent necessary to enable any person to comply with securities laws. For this
                                         purpose, “tax structure” is limited to any facts that may be relevant to
                                         that treatment.



 


		26	GOVERNING
                                         LAW



 


		26.1	THIS
                                         AGREEMENT SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED UNDER THE LAWS OF THE STATE OF
                                         NEW YORK WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE
                                         THE APPLICATION OF THE LAWS OF ANOTHER STATE.



 


		26.2	EACH
                                         OF THE PARTIES HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL
                                         OR STATE COURT OF COMPETENT JURISDICTION SITUATED IN THE CITY OF NEW YORK, (WITHOUT RECOURSE
                                         TO ARBITRATION UNLESS BOTH PARTIES AGREE IN WRITING), AND TO SERVICE OF PROCESS BY CERTIFIED
                                         MAIL, DELIVERED TO THE PARTY AT THE ADDRESS INDICATED IN Article
                                         28. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
                                         BY APPLICABLE LAW, ANY OBJECTION TO PERSONAL JURISDICTION, WHETHER ON GROUNDS OF VENUE,
                                         RESIDENCE OR DOMICILE.



 


		26.3	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.



 


		27	ASSIGNMENT



 


		27.1	This
                                         Agreement shall inure to the benefit of and be binding upon the Parties hereto, their
                                         respective successors and permitted assigns.



 






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		27.2	Neither
                                         Party shall 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 consent
                                         of the other Party. Notwithstanding the foregoing, Macquarie may, without the Company’s
                                         consent, assign and delegate all of Macquarie’s rights and obligations hereunder
                                         to (i) any Affiliate of Macquarie, provided it is no worse a credit counterparty and
                                         would not result in any adverse tax consequences to the Company and all Company’s
                                         costs, if any, are covered—just as provided above for a Company transfer or (ii)
                                         any non-Affiliate Person that succeeds to all or substantially all of its assets and
                                         business and assumes Macquarie’s obligations hereunder, whether by contract, operation
                                         of law or otherwise, provided that (i) the creditworthiness of such successor entity
                                         is equal or superior to the creditworthiness of Macquarie (taking into account any credit
                                         support for Macquarie) immediately prior to such assignment, and (ii) such successor
                                         assumes all of the obligations of Macquarie under the Transaction Documents.



 


		27.3	Any
                                         attempted assignment in violation of this Article 27 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.



 


		28	NOTICES



 


All
invoices, notices, requests and other communications given pursuant to this Agreement shall be in writing and sent by email or
nationally recognized overnight courier. A notice shall be deemed to have been received when transmitted by email to the other
Party’s email set forth in Schedule K, or on the following Business Day if sent by nationally recognized overnight
courier to the other Party’s address set forth in Schedule K and to the attention of the person or department indicated.
A Party may change its address or email address by giving written notice in accordance with this Section, which is effective upon
receipt.


 


		29	NO
                                         WAIVER, CUMULATIVE REMEDIES



 


		29.1	The
                                         failure of a Party hereunder to assert a right or enforce an obligation of the other
                                         Party shall not be deemed a waiver of such right or obligation. The waiver by any Party
                                         of a breach of any provision of, or Event of Default or Default under, this Agreement
                                         shall not operate or be construed as a waiver of any other breach of that provision or
                                         as a waiver of any breach of another provision of, Event of Default or Default under,
                                         this Agreement, whether of a like kind or different nature.



 


		29.2	Each
                                         and every right granted to the Parties under this Agreement or allowed it by law or equity
                                         shall be cumulative and may be exercised from time to time in accordance with the terms
                                         thereof and Applicable Law.



 


		30	NATURE
                                         OF THE TRANSACTION AND RELATIONSHIP OF PARTIES



 


		30.1	No
                                         Partnership or Joint Venture. This Agreement shall not be construed as creating a
                                         partnership, association or joint venture between the Parties. It is understood that
                                         each Party is an independent contractor with complete charge of its employees and agents
                                         in the performance of its duties hereunder, and nothing herein shall be construed to
                                         make such Party, or any employee or agent of the Company, an agent or employee of the
                                         other Party.



 


		30.2	No
                                         Authority to Contract. Neither Party shall have the right or authority to negotiate,
                                         conclude or execute any contract or legal document with any third person; to assume,
                                         create, or incur any liability of any kind, express or implied, against or in the name
                                         of the other; or to otherwise act as the representative of the other, unless expressly
                                         authorized in writing by the other.



 


		30.3	No
                                         Indebtedness. The transactions contemplated hereunder are intended to be construed
                                         and characterized as sales and purchases of commodities and the Lien Documents, the Independent
                                         Amount and any other security posted in connection with this Agreement is to be construed
                                         as security for the performance by the Company of its obligations expressly set out in
                                         this Agreement. The Company will account for transactions arising hereunder in accordance
                                         with GAAP however.



 


		31	Amendments
                                         and Modifications



 


		31.1	The
                                         Parties may, from time to time, by written agreement amend of modify any provision of
                                         this Agreement. Notwithstanding the foregoing, if an amendment is required to be made
                                         to an Operational Schedule, the Parties may evidence their agreement to the amendment
                                         of such Operational Schedule by an exchange of e-mails between Authorized Representatives
                                         of the Parties.



 






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		32	MISCELLANEOUS



 


		32.1	If
                                         any Article, Section or provision of this Agreement shall be determined to be null and
                                         void, voidable or invalid by a court of competent jurisdiction, then for such period
                                         that the same is void or invalid, it shall be deemed to be deleted from this Agreement
                                         and the remaining portions of this Agreement shall remain in full force and effect.



 


		32.2	The
                                         terms of this Agreement constitute the entire agreement between the Parties with respect
                                         to the matters set forth in this Agreement, and no representations or warranties shall
                                         be implied or provisions added in the absence of a written agreement to such effect between
                                         the Parties. This Agreement shall not be modified or changed except by written instrument
                                         executed by the Parties’ duly Authorized Representatives.



 


		32.3	No
                                         promise, representation or inducement has been made by either Party that is not embodied
                                         in this Agreement or the Transaction Documents, and neither Party shall be bound by or
                                         liable for any alleged representation, promise or inducement not so set forth.



 


		32.4	Time
                                         is of the essence with respect to all aspects of each Party’s performance of any
                                         obligations under this Agreement.



 


		32.5	Nothing
                                         expressed or implied in this Agreement is intended to create any rights, obligations
                                         or benefits under this Agreement in any person other than the Parties and their successors
                                         and permitted assigns.



 


		32.6	All
                                         audit rights, payment, confidentiality and indemnification obligations and obligations
                                         under this Agreement shall survive for the time periods specified herein.



 


		32.7	This
                                         Agreement may be executed by the Parties in separate counterparts and initially delivered
                                         by facsimile transmission, pdf or otherwise, with original signature pages to follow,
                                         and all such counterparts shall together constitute one and the same instrument.



 


		32.8	All
                                         transactions hereunder are entered into in reliance on the fact that this Agreement and
                                         all such transactions constitute a single, integrated agreement between the Parties,
                                         and the Parties would not have otherwise entered into any other transactions hereunder.



 


		32.9	In
                                         the event of a conflict between any of the Transaction Documents and this Agreement,
                                         the term and conditions contained in this Agreement shall control (except solely with
                                         respect to any fees, amounts, transfers and payments set forth in the Fee Letter and/or
                                         the Independent Amount Letter).



 


		32.10	Macquarie
                                         and the Company shall consult with each other with regard to all press releases or other
                                         announcements to the general public issued or made at or prior to the Commencement Date
                                         concerning this Agreement or the transactions contemplated herein, and, except as may
                                         be required by Applicable Laws, neither Company nor Macquarie shall issue any such press
                                         release or other announcement to the general public without the prior written consent
                                         of the other Party, which consent shall not be unreasonably withheld. The Parties shall
                                         be obligated to hold all specific terms and provisions of this Agreement strictly confidential
                                         until the expiration of two years following the Termination Date under this Agreement.
                                         Nothing contained in this Section 32.10 shall prohibit, limit or restrict disclosures
                                         by the Company or Macquarie that are (i) required by Applicable Laws, including any federal
                                         or state securities laws, (ii) any court order, judgment or decree, or (iii) ordered,
                                         directed, required or suggested by any Governmental Authority.



 


[Remainder
of Page Intentionally Left Blank]


 






    74 


     


    

 


	Executed
    by MACQUARIE ENERGY NORTH AMERICA TRADING INC. acting by:
	 	and	 
	[signature
    of first director]	 	[signature
    of second director or secretary]
	/s/ Daniel Vizel 	 	/s/ Travis McCullough 
	Name: Daniel Vizel	 	Name: Travis McCullough
	Title: Senior Managing Director	 	Title: Division Director
	 	 	 


	Executed
    by VERTEX REFINING ALABAMA LLC acting by:
	 	and	 
	/s/
    Benjamin P. Cowart	 	 
	Name:
    Benjamin P. Cowart	 	 
	Title: President and Chief Executive Officer	 	 




 


     i