ALJ-EX 10.5-2014.6.30-Q2




Execution Version




AMENDMENT to THE SUPPLY AND OFFTAKE AGREEMENT
THIS AMENDMENT to THE SUPPLY AND OFFTAKE AGREEMENT (this “Amendment”), dated as of February 1, 2013 is made between J. Aron & Company, a general partnership organized under the laws of New York (“Aron”) located at 200 West Street, New York, New York 10282-2198, and Alon USA, LP (the “Company”), a limited partnership organized under the laws of Texas located at 12700 Park Central Dr., Suite 1600, Dallas, Texas 75251 (each referred to individually as a “Party” or collectively as the “Parties”).
RECITALS
Aron and the Company are parties to the Amended and Restated Supply and Offtake Agreement dated as of March 1, 2011 and as from time to time thereafter amended (the “S&O Agreement”) pursuant to which Aron has agreed to procure crude oil and other petroleum feedstocks for the Company for use at the Refinery and purchase all refined products produced by the Refinery (other than certain excluded products); 
Aron and the Company have entered into that certain Supplemental Agreement to the Supply and Offtake Agreement dated October 31, 2011 (the “Supplemental Agreement”), which terms and conditions therein supplement and amend the S&O Agreement; and
Aron and the Company wish to amend certain terms and conditions of the S&O  Agreement and accordingly, agree as follows:
		
	Section 1
	Definitions; Interpretation


Section 1.1    Defined Terms.  All capitalized terms used in this Amendment (including in the Recitals hereto) and not otherwise defined herein shall have the meanings assigned to them in the S&O Agreement.
Section 1.2    Interpretation.  The rules of construction set forth in Section 1.2 of the S&O Agreement shall be applicable to this Amendment and are incorporated herein by this reference.
		
	SECTION 2
	Amendments


Section 2.1    Amendments as of Effective Date.  Upon the effectiveness of this Amendment, the S&O Agreement shall be amended as follows:
(a)         Sections 3.1 and 3.2 of the S&O Agreement are hereby amended and restated in their entirety to read as follows:
3.1  Term.  This Agreement shall become effective on the Effective Date and, subject to Section 3.2, shall continue for a period starting at 00:00:01 a.m., CPT on the Commencement Date and ending at 11:59:59 p.m., CPT on May 31, 2019 (the 

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“Term”; the last day of such Term being herein referred to as the “Expiration Date”, except as provided in Section 3.2 below).
3.2  Changing the Term. Aron may elect to terminate this Agreement early effective on May 31, 2016, May 31, 2017 or May 31, 2018 and the Company may elect to terminate this Agreement early effective on May 31, 2018; provided that no such election shall be effective unless the Party making such election (i) gives the other Party at least six (6) months prior notice of any such election pursuant to Article 26, (ii) concurrently exercises its right (or in the case of the Company, causes ARKS to exercise its rights) to terminate the ARKS Supply and Offtake Agreement and (iii) concurrently exercises its right (or in the case of the Company, causes ASI to exercise its rights) to terminate the ASI Supply and Offtake Agreement effective as of the same early termination date elected for this Agreement.  If any early termination is properly elected pursuant to the preceding sentence, the effective date of such termination shall be the “Early Termination Date.
(b)    By replacing, in their entirety, Schedules B-2 and D-2 to the S&O Agreement with the Schedules B-2 and D-2 attached hereto.
Section 2.2    References Within S&O Agreement.  Each reference in the S&O Agreement to “this Agreement” and the words “hereof,” “hereto,” “herein,” “hereunder,” or words of like import, shall mean and be a reference to the S&O Agreement as heretofore amended and as amended by this Amendment. 
		
	SECTION 3
	Representations and Warranties


To induce the other Party to enter into this Amendment, each Party hereby represents and warrants that (i) it has the corporate, governmental or other legal capacity, authority and power to execute this Amendment, to deliver this Amendment and to perform its obligations under the Supply and Offtake Agreement, as amended hereby, and has taken all necessary action to authorize the foregoing; (ii) the execution, delivery and performance of this Amendment does not violate or conflict with any law applicable to it, 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 subject; (iii) all governmental and other consents required to have been obtained by it with respect to this Amendment have been obtained and are in full force and effect; (iv) its obligations under the Supply and Offtake Agreement, as amended hereby, 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) and (v) no Event of Default with respect to it has occurred and is continuing.
		
	SECTION 4
	Miscellaneous


Section 4.1    S&O Agreement Otherwise Not Affected.  Except for the amendments pursuant hereto, the S&O Agreement remains unchanged.  As amended pursuant hereto, the S&O Agreement 

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remains in full force and effect and is hereby ratified and confirmed in all respects.  The execution and delivery of, or acceptance of, this Amendment and any other documents and instruments in connection herewith by either Party shall not be deemed to create a course of dealing or otherwise create any express or implied duty by it to provide any other or further amendments, consents or waivers in the future.
Section 4.2    No Reliance.  Each Party hereby acknowledges and confirms that it is executing this Amendment on the basis of its own investigation and for its own reasons without reliance upon any agreement, representation, understanding or communication by or on behalf of any other Person.
Section 4.3    Costs and Expenses.  Each Party shall be responsible for any costs and expenses incurred by such Party in connection with the negotiation, preparation, execution and delivery of this Amendment and any other documents to be delivered in connection herewith.
Section 4.4    Binding Effect.  This Amendment shall be binding upon, inure to the benefit of and be enforceable by the Company, Aron and their respective successors and assigns.
Section 4.5    Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED UNDER THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER STATE.
Section 4.6    Amendments.  This Amendment may not be modified, amended or otherwise altered except by written instrument executed by the Parties’ duly authorized representatives.
Section 4.7    Effectiveness; Counterparts.  This Amendment shall be binding on the Parties as of the date on which it has been fully executed by the Parties. This Amendment may be executed in any number of counterparts and by different Parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.
Section 4.8    Interpretation.  This Amendment is the result of negotiations between and have been reviewed by counsel to each of the Parties, and is the product of all Parties hereto.  Accordingly, this Amendment shall not be construed against either Party merely because of such Party’s involvement in the preparation hereof.


[Remainder of Page Intentionally Left Blank]



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IN WITNESS WHEREOF, the Parties hereto have duly executed this Amendment to the S&O Agreement as of the date first above written.
J. ARON & COMPANY


By:  /s/ Simon Collier                                       
 
Name:  Simon Collier
 
Title:


ALON USA, LP 
By:  Alon USA GP II, LLC 
Its:  General Partner


By:   /s/ Shai Even                                           
 
Name:  Shai Even
Title:  Senior Vice President and Chief Financial Officer

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[schedules to be attached]



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Table 1: Baseline Volume
	
					
	Group
	 
	Step-In Price
	Step-Out Price

	GASOLINE
	Averaging Mechanism
	Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month (May 24, 28, 29, & 30 of 2013)
	Arithmetic average of the Trading Days on the relevant Applicable Step-Out Date

	 
	Reference Price
	The sum of 
(i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and
(ii) plus the Adjustment Date Differential


	The sum of 
(i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and
(ii) plus the Adjustment Date Differential



	 
	 
	 
	 

	JET
	Averaging Mechanism
	Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month (May 24, 28, 29, & 30 of 2013)
	Arithmetic average of the Trading Days on the relevant Applicable Step-Out Date

	 
	Reference Price
	The sum of 
(i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and
(ii) plus the Adjustment Date Differential
	The sum of 
(i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and
(ii) plus the Adjustment Date Differential



	 
	 
	 
	 

	 
	CATFEED
	Averaging Mechanism
	Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month (May 24, 28, 29, & 30 of 2013)
	Arithmetic average of the Trading Days on the relevant Applicable Step-Out Date







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	Group
	 
	Step-In Price
	Step-Out Price

	 
	Reference Price
	The sum of 
(i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and
(ii) plus the Adjustment Date Differential


	The sum of 
(i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and
(ii) plus the Adjustment Date Differential



	 
	 
	 
	 

	CRUDE
	Averaging Mechanism
	Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month (May 24, 28, 29, & 30 of 2013)
	Arithmetic average of the Trading Days on the relevant Applicable Step-Out Date

	 
	Reference Price
	The sum of 
(i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and
(ii) plus the Adjustment Date Differential


	The sum of 
(i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and
(ii) plus the Adjustment Date Differential



	 
	 
	 
	 

	SLOP / TRANSMIX
	Averaging Mechanism
	Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month (May 24, 28, 29, & 30 of 2013)
	Arithmetic average of the Trading Days on the relevant Applicable Step-Out Date

	 
	Reference Price
	The sum of 
(i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and
(ii) plus the Adjustment Date Differential


	The sum of 
(i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and
(ii) plus the Adjustment Date Differential





	 
	 
	 
	 







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	Group
	 
	Step-In Price
	Step-Out Price

	DIESEL
	Averaging Mechanism
	Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month (May 24, 28, 29, & 30 of 2013)
	Arithmetic average of the Trading Days on the relevant Applicable Step-Out Date

	 
	Reference Price
	The sum of 
(i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and
(ii) plus the Adjustment Date Differential


	The sum of 
(i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and
(ii) plus the Adjustment Date Differential



	 
	 
	 
	 

	SLURRY
	Averaging Mechanism
	Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month (May 24, 28, 29, & 30 of 2013)
	Arithmetic average of the Trading Days on the relevant Applicable Step-Out Date

	 
	Reference Price
	The sum of 
(i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and
(ii) plus the Adjustment Date Differential


	The sum of 
(i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and
(ii) plus the Adjustment Date Differential



	 
	 
	 
	 

	ZERO PEN
	Averaging Mechanism
	Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month (May 24, 28, 29, & 30 of 2013)
	Arithmetic average of the Trading Days on the relevant Applicable Step-Out Date







NY2-714405 




	
					
	Group
	 
	Step-In Price
	Step-Out Price

	 
	Reference Price
	The sum of 
(i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and
(ii) plus the Adjustment Date Differential


	The sum of 
(i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and
(ii) plus the Adjustment Date Differential



	 
	 
	 
	 

	ASPHALT
	Averaging Mechanism
	Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month (May 24, 28, 29, & 30 of 2013)
	Arithmetic average of the Trading Days on the relevant Applicable Step-Out Date

	 
	Reference Price
	The sum of 
(i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and
(ii) plus the Adjustment Date Differential


	The sum of 
(i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and
(ii) plus the Adjustment Date Differential



	 
	 
	 
	 

	PROPANE
	Averaging Mechanism
	Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month (May 24, 28, 29, & 30 of 2013)
	Arithmetic average of the Trading Days on the relevant Applicable Step-Out Date

	 
	Reference Price
	The sum of 
(i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and
(ii) plus the Adjustment Date Differential


	The sum of 
(i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and
(ii) plus the Adjustment Date Differential








Trading Day: Any Business Day for which the relevant price is published.





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Table 2: Volume in excess of Baseline Volume
	
															
	Group
	 
	Step-In Price
	Daily Price
	Short Crude FIFO Price / Short Product FIFO Price
	Long Crude FIFO Price / Long Product FIFO Price
	Step-Out Price
	 

	GASOLINE
	Averaging Mechanism
	Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month (May 24, 28, 29, & 30 of 2013)
	The Trading Day preceding the relevant Invoice Date
	Arithmetic average of the Trading Days in the applicable calendar month
	Arithmetic average of the Trading Days in the applicable calendar month
	Arithmetic average of the Trading Days on the relevant Applicable Step-Out Date
	 

	 
	Reference Price
	The product of 
(i) the sum of 
(x) the closing settlement price on the New York Mercantile for the first nearby New York Harbor Reformulated Gasoline Blendstock for Oxygen Blending contract and 
(y) minus $0.03 / gallon, and 
(ii) 42 gallons / barrel


	The product of 
(i) the sum of 
(x) the closing settlement price on the New York Mercantile for the first nearby New York Harbor Reformulated Gasoline Blendstock for Oxygen Blending contract and 
(y) minus $0.03 / gallon, and 
(ii) 42 gallons / barrel


	The product of 
(i) the sum of 
(x) the closing settlement price on the New York Mercantile for the first nearby New York Harbor Reformulated Gasoline Blendstock for Oxygen Blending contract and 
(y) minus $0.03 / gallon, and 
(ii) 42 gallons / barrel


	The product of 
(i) the sum of 
(x) the closing settlement price on the New York Mercantile for the first nearby New York Harbor Reformulated Gasoline Blendstock for Oxygen Blending contract and 
(y) minus $0.03 / gallon, and 
(ii) 42 gallons / barrel


	The product of 
(i) the sum of 
(x) the closing settlement price on the New York Mercantile for the first nearby New York Harbor Reformulated Gasoline Blendstock for Oxygen Blending contract and 
(y) minus $0.03 / gallon, and 
(ii) 42 gallons / barrel


	 

	 
	 
	 
	 
	 
	 
	 
	 

	JET
	Averaging Mechanism
	Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month (May 24, 28, 29, & 30 of 2013)
	The Trading Day preceding the relevant Invoice Date
	Arithmetic average of the Trading Days in the applicable calendar month
	Arithmetic average of the Trading Days in the applicable calendar month
	Arithmetic average of the Trading Days on the relevant Applicable Step-Out Date
	 







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	Group
	 
	Step-In Price
	Daily Price
	Short Crude FIFO Price / Short Product FIFO Price
	Long Crude FIFO Price / Long Product FIFO Price
	Step-Out Price
	 

	 
	Reference Price
	The product of 
(i) the sum of 
(x) the arithmetic average of the high and low quotations appearing in ‘Platt's US Marketscan’ in the section ‘GULF COAST’ under the heading ‘Distillates and blendstocks’ for the Jet 54-Pipeline quotation and 
(y) $0.06 / gallon, and 
(ii) 42 gallons / barrel


	The product of 
(i) the sum of 
(x) the arithmetic average of the high and low quotations appearing in ‘Platt's US Marketscan’ in the section ‘GULF COAST’ under the heading ‘Distillates and blendstocks’ for the Jet 54-Pipeline quotation and 
(y) $0.06 / gallon, and 
(ii) 42 gallons / barrel


	The product of 
(i) the sum of 
(x) the arithmetic average of the high and low quotations appearing in ‘Platt's US Marketscan’ in the section ‘GULF COAST’ under the heading ‘Distillates and blendstocks’ for the Jet 54-Pipeline quotation and 
(y) $0.06 / gallon, and 
(ii) 42 gallons / barrel


	The product of 
(i) the sum of 
(x) the arithmetic average of the high and low quotations appearing in ‘Platt's US Marketscan’ in the section ‘GULF COAST’ under the heading ‘Distillates and blendstocks’ for the Jet 54-Pipeline quotation and 
(y) $0.06 / gallon, and 
(ii) 42 gallons / barrel


	The product of 
(i) the sum of 
(x) the arithmetic average of the high and low quotations appearing in ‘Platt's US Marketscan’ in the section ‘GULF COAST’ under the heading ‘Distillates and blendstocks’ for the Jet 54-Pipeline quotation and 
(y) $0.06 / gallon, and 
(ii) 42 gallons / barrel


	 

	 
	 
	 
	 
	 
	 
	 
	 

	 
	CATFEED
	Averaging Mechanism
	Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month (May 24, 28, 29, & 30 of 2013)
	The Trading Day preceding the relevant Invoice Date
	Arithmetic average of the Trading Days in the applicable calendar month
	Arithmetic average of the Trading Days in the applicable calendar month
	Arithmetic average of the Trading Days on the relevant Applicable Step-Out Date







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	Group
	 
	Step-In Price
	Daily Price
	Short Crude FIFO Price / Short Product FIFO Price
	Long Crude FIFO Price / Long Product FIFO Price
	Step-Out Price
	 

	 
	Reference Price
	The sum of 
(i) 0.7 * Nymex RBOB * 42,
(ii) 0.3 * USGC ULSD * 42, and
(iii) minus $5.00 / barrel. 


Where “Nymex RBOB” is: the closing settlement price on the New York Mercantile Exchange for the first nearby New York Harbor Reformulated Gasoline Blendstock for Oxygen Blending contract. 


Where “USGC ULSD” is: the arithmetic average of the high and low quotations appearing in ‘Platt's US Marketscan’ in the section ‘GULF COAST’ under the heading ‘Distillates and blendstocks’ for the Ultra low sulfur diesel-Pipeline quotation
*Common pricing does not apply


	The sum of 
(i) 0.7 * Nymex RBOB * 42,
(ii) 0.3 * USGC ULSD * 42, and
(iii) minus $5.00 / barrel. 


Where “Nymex RBOB” is: the closing settlement price on the New York Mercantile Exchange for the first nearby New York Harbor Reformulated Gasoline Blendstock for Oxygen Blending contract. 


Where “USGC ULSD” is: the arithmetic average of the high and low quotations appearing in ‘Platt's US Marketscan’ in the section ‘GULF COAST’ under the heading ‘Distillates and blendstocks’ for the Ultra low sulfur diesel-Pipeline quotation
*Common pricing does not apply


	The sum of 
(i) 0.7 * Nymex RBOB * 42,
(ii) 0.3 * USGC ULSD * 42, and
(iii) minus $5.00 / barrel. 


Where “Nymex RBOB” is: the closing settlement price on the New York Mercantile Exchange for the first nearby New York Harbor Reformulated Gasoline Blendstock for Oxygen Blending contract. 


Where “USGC ULSD” is: the arithmetic average of the high and low quotations appearing in ‘Platt's US Marketscan’ in the section ‘GULF COAST’ under the heading ‘Distillates and blendstocks’ for the Ultra low sulfur diesel-Pipeline quotation
*Common pricing does not apply


	The sum of 
(i) 0.7 * Nymex RBOB * 42,
(ii) 0.3 * USGC ULSD * 42, and
(iii) minus $5.00 / barrel. 


Where “Nymex RBOB” is: the closing settlement price on the New York Mercantile Exchange for the first nearby New York Harbor Reformulated Gasoline Blendstock for Oxygen Blending contract. 


Where “USGC ULSD” is: the arithmetic average of the high and low quotations appearing in ‘Platt's US Marketscan’ in the section ‘GULF COAST’ under the heading ‘Distillates and blendstocks’ for the Ultra low sulfur diesel-Pipeline quotation
*Common pricing does not apply


	The sum of 
(i) 0.7 * Nymex RBOB * 42,
(ii) 0.3 * USGC ULSD * 42, and
(iii) minus $5.00 / barrel. 


Where “Nymex RBOB” is: the closing settlement price on the New York Mercantile Exchange for the first nearby New York Harbor Reformulated Gasoline Blendstock for Oxygen Blending contract. 


Where “USGC ULSD” is: the arithmetic average of the high and low quotations appearing in ‘Platt's US Marketscan’ in the section ‘GULF COAST’ under the heading ‘Distillates and blendstocks’ for the Ultra low sulfur diesel-Pipeline quotation
*Common pricing does not apply
	 

	 
	 
	 
	 
	 
	 
	 
	 

	CRUDE
	Averaging Mechanism
	Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month (May 24, 28, 29, & 30 of 2013)
	The Trading Day preceding the relevant Invoice Date
	Arithmetic average of the Trading Days in the applicable calendar month
	Base Price
	Arithmetic average of the Trading Days on the relevant Applicable Step-Out Date
	 

	 
	Reference Price
	The sum of 
(i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and
(ii) minus $3.00 / barrel


	Best estimate for the applicable Procurement Price
	The closing settlement prices on the New York Mercantile Exchange for the first nearby Light Crude Futures Contract
	Base Price
	The closing settlement prices on the New York Mercantile Exchange for the first nearby Light Crude Futures Contract minus $3.00 / barrel
	 

	 
	 
	 
	 
	 
	 
	 
	 







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	Group
	 
	Step-In Price
	Daily Price
	Short Crude FIFO Price / Short Product FIFO Price
	Long Crude FIFO Price / Long Product FIFO Price
	Step-Out Price
	 

	SLOP
	Averaging Mechanism
	Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month (May 24, 28, 29, & 30 of 2013)
	The Trading Day preceding the relevant Invoice Date
	Arithmetic average of the Trading Days in the applicable calendar month
	Arithmetic average of the Trading Days in the applicable calendar month
	Arithmetic average of the Trading Days on the relevant Applicable Step-Out Date
	 

	 
	Reference Price
	The sum of 
(i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and
(ii) minus $10.00 / barrel


	The sum of 
(i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and
(ii) minus $10.00 / barrel


	The sum of 
(i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and
(ii) minus $10.00 / barrel


	The sum of 
(i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and
(ii) minus $10.00 / barrel


	The sum of 
(i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and
(ii) minus $10.00 / barrel


	 

	 
	 
	 
	 
	 
	 
	 
	 

	SLURRY
	Averaging Mechanism
	Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month (May 24, 28, 29, & 30 of 2013)
	The Trading Day preceding the relevant Invoice Date
	Arithmetic average of the Trading Days in the applicable calendar month
	Arithmetic average of the Trading Days in the applicable calendar month
	Arithmetic average of the Trading Days on the relevant Applicable Step-Out Date
	 

	 
	Reference Price
	The sum of 
(i) the arithmetic average of the high and low quotations appearing in ‘Platt's US Marketscan’ in the section ‘GULF COAST’ under the heading ‘Residual fuel ($/barrel)’ for the No. 6 3% quotation
(ii) minus $1.00/BBL


	The sum of 
(i) the arithmetic average of the high and low quotations appearing in ‘Platt's US Marketscan’ in the section ‘GULF COAST’ under the heading ‘Residual fuel ($/barrel)’ for the No. 6 3% quotation
(ii) minus $1.00/BBL


	The sum of 
(i) the arithmetic average of the high and low quotations appearing in ‘Platt's US Marketscan’ in the section ‘GULF COAST’ under the heading ‘Residual fuel ($/barrel)’ for the No. 6 3% quotation
(ii) minus $1.00/BBL


	The sum of 
(i) the arithmetic average of the high and low quotations appearing in ‘Platt's US Marketscan’ in the section ‘GULF COAST’ under the heading ‘Residual fuel ($/barrel)’ for the No. 6 3% quotation
(ii) minus $1.00/BBL


	The sum of 
(i) the arithmetic average of the high and low quotations appearing in ‘Platt's US Marketscan’ in the section ‘GULF COAST’ under the heading ‘Residual fuel ($/barrel)’ for the No. 6 3% quotation
(ii) minus $1.00/BBL


	 

	 
	 
	 
	 
	 
	 
	 
	 

	DIESEL
	Averaging Mechanism
	Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month (May 24, 28, 29, & 30 of 2013)
	The Trading Day preceding the relevant Invoice Date
	Arithmetic average of the Trading Days in the applicable calendar month
	Arithmetic average of the Trading Days in the applicable calendar month
	Arithmetic average of the Trading Days on the relevant Applicable Step-Out Date
	 







NY2-714405 




	
															
	Group
	 
	Step-In Price
	Daily Price
	Short Crude FIFO Price / Short Product FIFO Price
	Long Crude FIFO Price / Long Product FIFO Price
	Step-Out Price
	 

	 
	Reference Price
	The product of 
(i) the sum of 
(x) the arithmetic average of the high and low quotations appearing in ‘Platt's US Marketscan’ in the section ‘GULF COAST’ under the heading ‘Distillates and blendstocks’ for the Ultra low sulfur diesel-Pipeline quotation and 
(y) $0.07 / gallons, and 
(ii) 42 gallons / barrel


	The product of 
(i) the sum of 
(x) the arithmetic average of the high and low quotations appearing in ‘Platt's US Marketscan’ in the section ‘GULF COAST’ under the heading ‘Distillates and blendstocks’ for the Ultra low sulfur diesel-Pipeline quotation and 
(y) $0.07 / gallons, and 
(ii) 42 gallons / barrel


	The product of 
(i) the sum of 
(x) the arithmetic average of the high and low quotations appearing in ‘Platt's US Marketscan’ in the section ‘GULF COAST’ under the heading ‘Distillates and blendstocks’ for the Ultra low sulfur diesel-Pipeline quotation and 
(y) $0.07 / gallons, and 
(ii) 42 gallons / barrel


	The product of 
(i) the sum of 
(x) the arithmetic average of the high and low quotations appearing in ‘Platt's US Marketscan’ in the section ‘GULF COAST’ under the heading ‘Distillates and blendstocks’ for the Ultra low sulfur diesel-Pipeline quotation and 
(y) $0.07 / gallons, and 
(ii) 42 gallons / barrel


	The product of 
(i) the sum of 
(x) the arithmetic average of the high and low quotations appearing in ‘Platt's US Marketscan’ in the section ‘GULF COAST’ under the heading ‘Distillates and blendstocks’ for the Ultra low sulfur diesel-Pipeline quotation and 
(y) $0.07 / gallons, and 
(ii) 42 gallons / barrel


	 

	 
	 
	 
	 
	 
	 
	 
	 

	ASPHALT (0-PEN)
	Averaging Mechanism
	The arithmetic average of the Trading Days in the month of March 2013
	The arithmetic average of the Trading Days in the calendar month, 2 months prior to the day immediately preceding the relevant Invoice Date
	The arithmetic average of the Trading Days in the calendar month, 2 months prior to the day immediately preceding the relevant Invoice Date
	The arithmetic average of the Trading Days in the calendar month, 2 months prior to the day immediately preceding the relevant Invoice Date
	The arithmetic average of the Trading Days in the calendar month, 2 months prior to the month in which the Applicable Step-Out Date occurs
	 

	 
	Reference Price
	The sum of 
(i) the product of 
   (x) 0.72 and
   (y) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract, and
(ii) minus $6.60 / barrel


	The sum of 
(i) the product of 
   (x) 0.72 and
   (y) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract, and
(ii) minus $6.60 / barrel


	The sum of 
(i) the product of 
   (x) 0.72 and
   (y) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract, and
(ii) minus $6.60 / barrel


	The sum of 
(i) the product of 
   (x) 0.72 and
   (y) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract, and
(ii) minus $6.60 / barrel


	The sum of 
(i) the product of 
   (x) 0.72 and
   (y) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract, and
(ii) minus $6.60 / barrel


	 

	 
	 
	 
	 
	 
	 
	 
	 

	ASPHALT (OTHER)
	Averaging Mechanism
	The arithmetic average of the Trading Days in the month of February 2013
	The arithmetic average of the Trading Days in the calendar month, 3 months prior to the day immediately preceding the relevant Invoice Date
	The arithmetic average of the Trading Days in the calendar month, 3 months prior to the day immediately preceding the relevant Invoice Date
	The arithmetic average of the Trading Days in the calendar month, 3 months prior to the day immediately preceding the relevant Invoice Date
	The arithmetic average of the Trading Days in the calendar month, 3 months prior to the month in which the Applicable Step-Out Date occurs 
	 







NY2-714405 




	
															
	Group
	 
	Step-In Price
	Daily Price
	Short Crude FIFO Price / Short Product FIFO Price
	Long Crude FIFO Price / Long Product FIFO Price
	Step-Out Price
	 

	 
	Reference Price
	The closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract


	The closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract


	The closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract


	The closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract


	The closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract


	 

	 
	 
	 
	 
	 
	 
	 
	 

	PROPANE
	Averaging Mechanism
	Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month (May 24, 28, 29, & 30 of 2013)
	The Trading Day preceding the relevant Invoice Date
	Arithmetic average of the Trading Days in the applicable calendar month
	Arithmetic average of the Trading Days in the applicable calendar month
	Arithmetic average of the Trading Days on the relevant Applicable Step-Out Date
	 

	 
	Reference Price
	The product of
(i) 0.95,
(ii) the TET propane price quoted in the Oil Price Information Service (“OPIS”) LP Report under the heading ‘Mont Belvieu Spot Gas Liquids Prices’ in the section ‘TET Propane’ under the heading ‘Any Current Month’ in the column ‘AVG’ 
(iii) 42 gallons / barrel


	The product of
(i) 0.95,
(ii) the TET propane price quoted in the Oil Price Information Service (“OPIS”) LP Report under the heading ‘Mont Belvieu Spot Gas Liquids Prices’ in the section ‘TET Propane’ under the heading ‘Any Current Month’ in the column ‘AVG’ 
(iii) 42 gallons / barrel


	The product of
(i) 0.95,
(ii) the TET propane price quoted in the Oil Price Information Service (“OPIS”) LP Report under the heading ‘Mont Belvieu Spot Gas Liquids Prices’ in the section ‘TET Propane’ under the heading ‘Any Current Month’ in the column ‘AVG’ 
(iii) 42 gallons / barrel


	The product of
(i) 0.95,
(ii) the TET propane price quoted in the Oil Price Information Service (“OPIS”) LP Report under the heading ‘Mont Belvieu Spot Gas Liquids Prices’ in the section ‘TET Propane’ under the heading ‘Any Current Month’ in the column ‘AVG’ 
(iii) 42 gallons / barrel


	The product of
(i) 0.95,
(ii) the TET propane price quoted in the Oil Price Information Service (“OPIS”) LP Report under the heading ‘Mont Belvieu Spot Gas Liquids Prices’ in the section ‘TET Propane’ under the heading ‘Any Current Month’ in the column ‘AVG’ 
(iii) 42 gallons / barrel


	 

	 
	 
	 
	 
	 
	 
	 
	 




Procurement Price:  The volume weighted average price of crude oil as detailed in the Procurement Contracts; if any reference index for the relevant prices has not settled, its price will be the prior Trading Day settlement


Base Price: The volume weighted average per barrel price of the Crude Oil sold to the Company hereunder shall equal the per Barrel purchase price calculated under all Procurement Contracts under which such Crude Oil was acquired.


Trading Day: Any day for which the relevant price is published.


Applicable Step-Out Date:In the event of a Termination Date of : 
May 31, 2016, the Applicable Step-Out Dates shall be: May 26, 27, 31 of 2016
May 31, 2017, the Applicable Step-Out Dates shall be: May 26, 30, 31 of 2017
May 31, 2018, the Applicable Step-Out Dates shall be: May 29, 30, 31 of 2018
May 31, 2019, the Applicable Step-Out Dates shall be May 29, 30, 31 of 2019



NY2-714405 









NY2-714405 






	
														
	Schedule D: Operational Volume Range
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	Minimum (bbls)
	Maximum (bbls)
	 
	 
	 
	 
	 
	 
	 
	 

	Product Group
	Baseline Volume
	Volume in Excess of Baseline
	Baseline Volume
	Volume in Excess of Baseline
	 
	Aron notification deadline for Target Month End Crude Volume and Target Month End Product Volume
	Maximum allowed change in month end target
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	Crude
	 
	 
	 
	 
	 
	 
	Business day following receipt of Monthly Crude Forecast
	 
	 
	 
	 
	 
	 

	Big Spring Tanks
	113,000
	-
	113,000
	137,000
	 
	 
	 
	 
	 
	 
	 
	 

	Mesa Linefill
	53,000
	-
	53,000
	-
	 
	 
	 
	 
	 
	 
	 
	 

	Centurion Linefill**
	-
	-
	-
	-
	 
	 
	 
	 
	 
	 
	 
	 

	Total
	 
	166,000
	-
	166,000
	137,000
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	* May change from time to time based on Mesa Pipeline requirements
	 
	 
	 
	 
	 
	 
	 
	 
	 

	** Will be added if Centurion Pipeline is added to agreement
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	Gasoline
	 
	423,000
	-
	423,000
	332,000
	 
	15th of preceding month
	100,000 bbls increase or decrease
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	*Feb / Mar Max Limit of 600,000 bbls (423,000 barrels of Baseline Volume & 177,000 barrels of Volume in Excess of Baseline)

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	Jet
	 
	45,000
	-
	45,000
	25,000
	 
	15th of preceding month
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	Diesel
	 
	152,000
	-
	152,000
	208,000
	 
	15th of preceding month
	100,000 bbls increase or decrease
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	Catfeed
	 
	30,000
	-
	30,000
	28,000
	 
	Business day following receipt of Monthly Crude Forecast
	15,000 bbls increase or decrease
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 







NY2-714405 




	
														
	Slurry
	 
	3,000
	-
	3,000
	3,000
	 
	15th of preceding month
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	Slop / Transmix
	18,000
	-
	18,000
	10,000
	 
	Business day following receipt of Monthly Crude Forecast
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	Zero Pen
	 
	 
	 
	 
	 
	 
	15th of the month, three months prior
	 
	 
	 
	 
	 
	 

	 
	Jan
	20,000
	65,000
	20,000
	110,000
	 
	 
	 
	 
	 
	 
	 
	 

	 
	Feb
	20,000
	85,000
	20,000
	130,000
	 
	 
	 
	 
	 
	 
	 
	 

	 
	Mar
	20,000
	95,000
	20,000
	140,000
	 
	 
	 
	 
	 
	 
	 
	 

	 
	Apr
	20,000
	85,000
	20,000
	130,000
	 
	 
	 
	 
	 
	 
	 
	 

	 
	May
	20,000
	65,000
	20,000
	110,000
	 
	 
	 
	 
	 
	 
	 
	 

	 
	Jun
	20,000
	50,000
	20,000
	90,000
	 
	 
	 
	 
	 
	 
	 
	 

	 
	Jul
	20,000
	35,000
	20,000
	70,000
	 
	 
	 
	 
	 
	 
	 
	 

	 
	Aug
	20,000
	13,000
	20,000
	50,000
	 
	 
	 
	 
	 
	 
	 
	 

	 
	Sep
	20,000
	-
	20,000
	30,000
	 
	 
	 
	 
	 
	 
	 
	 

	 
	Oct
	20,000
	5,000
	20,000
	40,000
	 
	 
	 
	 
	 
	 
	 
	 

	 
	Nov
	20,000
	15,000
	20,000
	55,000
	 
	 
	 
	 
	 
	 
	 
	 

	 
	Dec
	20,000
	50,000
	20,000
	90,000
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	Asphalt
	 
	 
	 
	 
	 
	 
	15th of the month, three months prior
	 
	 
	 
	 
	 
	 

	 
	Jan
	10,000
	40,000
	10,000
	90,000
	 
	 
	 
	 
	 
	 
	 
	 

	 
	Feb
	10,000
	95,000
	10,000
	140,000
	 
	 
	 
	 
	 
	 
	 
	 

	 
	Mar
	10,000
	140,000
	10,000
	190,000
	 
	 
	 
	 
	 
	 
	 
	 

	 
	Apr
	10,000
	140,000
	10,000
	190,000
	 
	 
	 
	 
	 
	 
	 
	 

	 
	May
	10,000
	140,000
	10,000
	190,000
	 
	 
	 
	 
	 
	 
	 
	 

	 
	Jun
	10,000
	120,000
	10,000
	170,000
	 
	 
	 
	 
	 
	 
	 
	 

	 
	Jul
	10,000
	90,000
	10,000
	130,000
	 
	 
	 
	 
	 
	 
	 
	 

	 
	Aug
	10,000
	70,000
	10,000
	110,000
	 
	 
	 
	 
	 
	 
	 
	 

	 
	Sep
	10,000
	40,000
	10,000
	80,000
	 
	 
	 
	 
	 
	 
	 
	 

	 
	Oct
	10,000
	20,000
	10,000
	60,000
	 
	 
	 
	 
	 
	 
	 
	 

	 
	Nov
	10,000
	10,000
	10,000
	40,000
	 
	 
	 
	 
	 
	 
	 
	 

	 
	Dec
	10,000
	-
	10,000
	25,000
	 
	 
	 
	 
	 
	 
	 
	 







NY2-714405 




	
														
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	Propane
	 
	 
	 
	 
	 
	 
	15th of preceding month
	10,000 bbls increase / 15,000 bbls decrease
	 
	 

	 
	Jan
	5,000
	-
	5,000
	15,000
	 
	 
	 
	 
	 
	 
	 
	 

	 
	Feb
	5,000
	-
	5,000
	5,000
	 
	 
	 
	 
	 
	 
	 
	 

	 
	Mar
	5,000
	-
	5,000
	5,000
	 
	 
	 
	 
	 
	 
	 
	 

	 
	Apr
	5,000
	5,000
	5,000
	15,000
	 
	 
	 
	 
	 
	 
	 
	 

	 
	May
	5,000
	5,000
	5,000
	25,000
	 
	 
	 
	 
	 
	 
	 
	 

	 
	Jun
	5,000
	10,000
	5,000
	30,000
	 
	 
	 
	 
	 
	 
	 
	 

	 
	Jul
	5,000
	15,000
	5,000
	40,000
	 
	 
	 
	 
	 
	 
	 
	 

	 
	Aug
	5,000
	20,000
	5,000
	45,000
	 
	 
	 
	 
	 
	 
	 
	 

	 
	Sep
	5,000
	20,000
	5,000
	45,000
	 
	 
	 
	 
	 
	 
	 
	 

	 
	Oct
	5,000
	20,000
	5,000
	45,000
	 
	 
	 
	 
	 
	 
	 
	 

	 
	Nov
	5,000
	20,000
	5,000
	45,000
	 
	 
	 
	 
	 
	 
	 
	 

	 
	Dec
	5,000
	20,000
	5,000
	45,000
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 















NY2-714405