ALJ - EX_10.82_Combined v2


PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.














































AMENDED AND RESTATED SUPPLY AND OFFTAKE AGREEMENT dated as of March 1, 2011
between


J. ARON & COMPANY


and


ALON USA, LP







TABLE OF CONTENTS


Page




ARTICLE 1          DEFINITIONS AND CONSTRUCTION ....................................................... 1


ARTICLE 2          CONDITIONS TO COMMENCEMENT ..................................................... 16


ARTICLE 3          TERM OF AGREEMENT............................................................................. 20


ARTICLE 4          COMMENCEMENT DATE TRANSFER .................................................... 20


ARTICLE 5          PURCHASE AND SALE OF CRUDE OIL.................................................. 21


ARTICLE 6          PURCHASE PRICE FOR CRUDE OIL ....................................................... 28


ARTICLE 7          TARGET INVENTORY LEVELS AND WORKING CAPITAL ADJUSTMENT ............................................................................................. 29


ARTICLE 8          PURCHASE AND DELIVERY OF PRODUCTS ........................................ 34


ARTICLE 9          ANCILLARY COSTS; MONTH END INVENTORY; CERTAIN DISPOSITIONS; TANK MAINTENANCE ................................................. 36


ARTICLE 10        PAYMENT PROVISIONS............................................................................ 39


ARTICLE 11        INDEPENDENT INSPECTORS; STANDARDS OF
MEASUREMENT ......................................................................................... 44


ARTICLE 12        FINANCIAL INFORMATION; CREDIT SUPPORT; AND
ADEQUATE ASSURANCES....................................................................... 44


ARTICLE 13        REFINERY TURNAROUND, MAINTENANCE AND CLOSURE........... 46


ARTICLE 14        TAXES........................................................................................................... 47


ARTICLE 15        INSURANCE................................................................................................. 48


ARTICLE 16        FORCE MAJEURE ....................................................................................... 49


ARTICLE 17        REPRESENTATIONS, WARRANTIES AND COVENANTS ................... 50


ARTICLE 18        DEFAULT AND TERMINATION ............................................................... 54


ARTICLE 19        SETTLEMENT AT TERMINATION........................................................... 58


ARTICLE 20        INDEMNIFICATION.................................................................................... 62


ARTICLE 21        LIMITATION ON DAMAGES .................................................................... 63


ARTICLE 22        AUDIT AND INSPECTION ......................................................................... 64


ARTICLE 23        CONFIDENTIALITY.................................................................................... 64


ARTICLE 24        GOVERNING LAW...................................................................................... 65


ARTICLE 25        ASSIGNMENT.............................................................................................. 65


ARTICLE 26        NOTICES....................................................................................................... 66


ARTICLE 27        NO WAIVER, CUMULATIVE REMEDIES ............................................... 66






-i-







TABLE OF CONTENTS
(continued)
 





Page







ARTICLE 28        NATURE OF THE TRANSACTION AND RELATIONSHIP OF
PARTIES ....................................................................................................... 66


ARTICLE 29        MISCELLANEOUS ...................................................................................... 67























































































































-ii-







Schedules








Schedule                                            Description


Schedule A                                         Products and Product Specifications


Schedule B                                         Pricing Benchmarks Schedule C                                         Monthly True-up Amounts Schedule D                                         Operational Volume Range Schedule E                                         Tank List
Schedule F                                         Insurance


Schedule G                                         Daily Settlement Schedule Schedule H                                         Form of Inventory Reports Schedule I                                          Initial Inventory Targets
Schedule J                                          Scheduling and Communications Protocol Schedule K                                         Monthly Excluded Transaction Fee Determination Schedule L                                         Monthly Working Capital Adjustment
Schedule M                                        Notices


Schedule N                                         FIFO Balance Final Settlements Schedule O                                         Form of Run-out Report Schedule P                                         Pricing Group
Schedule Q                                         Form of Trade Sheet


Schedule S                                         Form of Refinery Production Volume Report


Schedule T                                         Excluded Transaction Trade Sheet




Schedule U                                         Alon Credit Agreement Amendment


Schedule V                                         Available Storage and Transportation Arrangements







Schedule W                                        Aron Crude Receipts Pipelines


Schedule X                                         Pipeline Systems (Included Pipelines)


Schedule Z                                         Orla to El Paso/ El Paso Inventory Description







SUPPLY AND OFFTAKE AGREEMENT


This Amended and Restated Supply and Offtake Agreement (this “Agreement”) is made as of March  1,  2011  (the  “Effective  Date”),  between  J.  Aron  &  Company (“Aron”),  a  general partnership organized under the laws of New York and 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 7616 LBJ Freeway, Suite 300, Dallas, Texas 75251 (each referred to individually as a “Party” or collectively as the “Parties”).


WHEREAS, the Company is the exclusive lessee and operator of a crude oil refinery located in Big Spring, Texas, together with other real and personal property related thereto (the “Refinery”) as described in the Master Lease Agreement (as defined below);


WHEREAS, Aron and Alon Refining Krotz Springs, Inc. (“ARKS”) have entered into that Inventory Sales Agreement dated as of the Commencement Date which provides, subject to the conditions therein, for ARKS to sell to Aron and Aron to buy from ARKS all crude oil and petroleum products held by ARKS at the Included Locations (as defined below) on the Closing Date (as defined below);


WHEREAS, the Company and Aron are Parties to that certain Supply and Offtake Agreement (the “Original Agreement”) dated as of February 18, 2011, pursuant to which Aron has agreed to deliver crude oil and other petroleum feedstocks to the Company for use at the Refinery and purchase all refined products produced by the Refinery (other than certain excluded products); and


WHEREAS, the Parties now wish to amend and restate the Original Agreement in its entirety as more specifically set forth herein;


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 that the Original Agreement is hereby amended in its entirety as of the date hereof and as follows:


ARTICLE 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:


“Actual Month End Crude Volume” has the meaning specified in Section 9.2(a).


“Actual Month End Product Volume” has the meaning specified in  Section 9.2(a).


“Actual Monthly Crude Run” has the meaning specified in  Section 6.4(c).







“Actual Net Crude Consumption” means, for any Delivery Month, the actual number of Crude Oil Barrels run by the Refinery for such Delivery Month minus the number of Other Barrels actually delivered into the Crude Storage Tanks during such Delivery Month.


“Adequate Assurance” has the meaning specified in  Section 12.5.


“Adjustment Fee” means the amount set forth as the “Adjustment Fee” in the Fee Letter.


“Affected Obligations” has the meaning specified in Section 16.3.


“Affected Party” has the meaning specified in  Section 16.1.


“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.


“Ancillary Contract” has the meaning specified in  Section 19.1(c).


“Ancillary Costs” means all freight, pipeline, transportation, storage, tariffs and other 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 Procurement Contracts), including, ocean-going freight and other costs associated with waterborne movements, inspection costs and fees, wharfage, port and dock fees, vessel demurrage, lightering costs, ship’s agent fees,  import charges, waterborne insurance premiums, fees and expenses, broker’s and agent’s fees, load port charges and 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,  importation  costs,  any  charges imposed by any Governmental Authority (including Transfer Taxes (but not taxes on the net income of Aron) and customs and other duties), user fees, fees and costs for any credit support provided to any pipelines 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 Aron.  Notwithstanding  the  foregoing,  (i)  Aron’s  hedging  costs  in  connection  with  this Agreement or the transactions contemplated hereby shall not be considered Ancillary Costs (but such exclusion shall not change or be deemed to change the manner in which Related Hedges are addressed under Articles 18 and 19 below) and (ii) any Product shipping costs of Aron, to the extent incurred after Aron has removed such Product from the Product Storage Facilities for its own account, shall not be considered Ancillary Costs.


“Annual Fee” means the amount set forth as the “Annual Fee” in the Fee Letter.


“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.


“ARKS Supply and Offtake Agreement” means the Amended and Restated Supply and Offtake  Agreement  between  Aron  and  ARKS  dated  as  of  May 26,  2010,  as  amended  by Amendment No. 1 to the Supply and Offtake Agreement dated January 20, 2011, Amendment No. 2 to the Supply and Offtake Agreement dated February 18, 2011 and as may from time to time be further amended, modified, supplemented and/or restated.


“Available Storage and Transportation Facilities” means all of the storage and transportation facilities listed on Schedule V with respect to which the Company has certain transportation and/or storage rights.


“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, (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, official management or liquidation, other than pursuant to a consolidation, amalgamation or merger, (vi) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for all or substantially all of its assets, (vii) 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) causes or is subject to any event with respect to it which, under Applicable Law, has an analogous effect to any of the foregoing events, (x) 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 fi fteen (15) days or (xi) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing events.


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


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


“Base  Agreement”  means  any  of  the  Master  Lease  or  an  agreement  between  the Company and a third party pursuant to which the Company acquired rights to use the Included Crude Pipelines, the Included Product Pipelines or the Included Third Party Storage Tanks.







“Best Available Inventory Data” means (a) daily inventory reports produced by the Company in the form specified in Schedule H, (b) daily reports from Holly Energy Partners, L.P. for Included Product Pipelines and Included Third Party Storage Tanks (except for El Paso Inventory), (c) daily inventory reports in respect of El Paso Inventory, prepared in the manner described in Schedule Z and (d) the aggregate Crude Oil linefill volume shown as owned by Aron on the most recent available crude linefill reports from the Included Crude Pipelines.


“BS&W” means basic sediment and water.


“Business Day” means any day that is not a Saturday, Sunday, or other day on which
banks are authorized or required to close in the State of New York.


“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   and   the   Included   Crude   Pipelines   purchased   by   Aron   on   the Commencement Date, pursuant to the Inventory Sales Agreement.


“Commencement Date Products Volumes” means the total quantities of the Products in the Product Storage Facilities purchased by Aron 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 Purchase Agreement” has the meaning specified in the Marketing and Sales
Agreement.


“Contract Cutoff Date” means, with respect to any Procurement Contract, the date and time by which Aron is required to provide its nominations to the Third Party Supplier thereunder for the next monthly delivery period for which nominations are then due.


“Contract Nominations” has the meaning specified in Section 5.4(b).


“CPT” means the prevailing time in the Central time zone.


“Credit Agreement” means (a) the Credit Agreement dated as of June 22, 2006 among Alon USA Energy, Inc., the Lenders thereto and Credit Suisse as amended from time to time and (b) the amended Revolving Credit Agreement dated as of June 22, 2006 by and among Alon USA, LP, EOC Acquisition LLC, the Guarantor Companies thereto, the Financial Institutions thereto, Israel Discount Bank of New York and Bank Leumi USA (the “Revolving Credit Agreement”).







“Crude Delivery Point” means the outlet flange of the Crude Storage Tanks.


“Crude Intake Point” means the inlet flange of the Crude Storage Tanks.


“Crude Oil” means all crude oil that Aron purchases and sells to the Company or for which Aron assumes the payment obligation pursuant to any Procurement Contract.


“Crude Oil Linefill” means, at any time, the aggregate volume of Crude Oil linefill on the Included Crude Pipelines for which Aron is treated as the exclusive owner by the Included Crude Pipelines; provided that such volume shall be determined by using the volumes reported on the most recently available monthly statements from the Included Crude Pipelines.


“Crude Purchase Fee” has the meaning specified in Section 6.4(a).


“Crude Storage Facilities” means, collectively, the Crude Storage Tanks and the Included
Crude Pipelines.


“Crude Storage Tanks” means any of the tanks at the Refinery, listed on Schedule E that store Crude Oil.


“Daily Crude Storage Receipts” means, for any day, Aron’s estimate of the aggregate quantity of Crude Oil received by Aron at the Crude Intake Point during such day, arriving from any of the Crude Oil pipelines described on Schedule W, as amended from time to time.


“Daily Prices” means, with respect to a particular grade of Crude Oil or type of Product, the pricing index, formula or benchmark Indicated on Schedule B as the relevant daily price.


“Daily Product Sales” means, for any day and Product Group, Aron’s estimate of the aggregate sales volume of such Product sold during such day, pursuant to (a) Included Transactions and Excluded Transactions (each as defined in the Marketing and Sales Agreement) or (b) any Company Purchase Agreements.


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


“Default Interest Rate” means the lesser of (i) the per annum rate of interest calculated on a  daily basis using the prime rate published in the Wall Street Journal for the applicable day (with the rate for any day for which such rate is not published being the rate most recently published) plus two hundred (200) basis points and (ii) the maximum rate of interest permitted by Applicable Law.


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


“Deferred Interim Payment Amount” has the meaning specified in  Section 10.1(h).


“Deferred Portion” has the meaning specified in the Inventory Sales Agreement.







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


“Delivery Date” means any calendar day.


“Delivery Month” means the month in which Crude Oil is to be delivered to the Refinery.


“Delivery  Point”  means  a  Crude  Delivery  Point  or  a  Products  Delivery  Point,  as
applicable.


“Designated Affiliate” means, in the case of Aron, Goldman, Sachs & Co.


“Designated Company-Sourced Barrels” means, for any month, the aggregate number of Barrels of Crude Oil delivered by the Company to Aron with transfer of title occurring either at the Crude Intake Point or at an upstream point, regardless of whether such delivery is via a pipeline that is not an Included Crude Pipeline or is pursuant to a Procurement Agreement with delivery via an Included Crude Pipeline.


“Disposed Quantity” has the meaning specified in  Section 9.4.


“Disposition Amount” has the meaning specified in  Section 9.4.


“Duncan Tanks” means the Product storage tanks owned by the Company and located in
Duncan, Oklahoma.


“Early Termination Date” has the meaning specified in  Section 3.2.


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


“El Paso Inventory” means at any time, the aggregate volume of Product in the El Paso, Texas terminal operated by Holly Energy Partners, LP for which Aron is the exclusive owner.


“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.


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


“Estimated Termination Amount” has the meaning specified in  Section 19.2(b).


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







“Event of Default” means an occurrence of the events or circumstances described in
Section 18.1.


“Excluded Materials” means any refined petroleum products other than those that are
Products.


“Excluded  Transactions”  has  the  meaning  specified  in  the  Marketing  and  Sales
Agreement.


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


“Fed Funds Rate” means, for any Notification Date, the rate set forth in H.15(519) or in H.15 Daily Update for the most recently preceding Business Day under the caption “Federal funds (effective)”; provided that if no such rate is so published for any of the immediately three preceding Business Days, then such rate shall be the arithmetic mean of the rates for the last transaction in overnight Federal funds arranged by each of three leading brokers of U.S. dollar Federal funds transactions prior to 9:00 a.m., CPT, on that day, which brokers shall be selected by Aron in a commercially reasonable manner.   For purposes hereof, “H.15(519)” means the weekly statistical release designated as such, or any successor publication, published by the Board of Governors of the Federal Reserve System, available through the worldwide website of the Board of Governors of the Federal Reserve System at http://www.federalreserve.gov/releases/h15/, or  any  successor site  or  publication and  “H.15 Daily Update” means the daily update of H.15(519), available through the worldwide website of the Board of Governors of the Federal Reserve System at http://www.federalreserve.gov/releases/h15/update/, or any successor site or publication.


“Fee Letter” means that certain letter from Aron to the Company, dated of even date herewith, pursuant to which the Parties have set forth the amounts for certain fees payable hereunder.


“Force Majeure” means any cause or event reasonably beyond the control of a Party, including fires, earthquakes, lightning, floods, explosions, storms, adverse weather, landslides and other acts of natural calamity or acts of God; navigational accidents or maritime peril; vessel damage or loss; strikes, grievances, actions by or among workers or lock-outs (whether or not such labor difficulty could be settled by acceding to any demands of any such labor group of individuals and whether or not involving employees of the Company or Aron); 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 Procurement Contract, whether as a result of Force Majeure as defined above, “force majeure” as defined in such Procurement Contract, breach of contract by such Third Party Supplier or any other reason, shall constitute an event of Force Majeure for Aron under this Agreement with respect to the quantity of Crude Oil subject to that Procurement Contract.


“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.


“Gross/Net Factor” has the meaning specified in  Section 10.1(c)(iii).


“Included Crude Pipelines” means, the pipelines or sections thereof as further described on Schedule X, as such schedule may, from time to time, be amended by the Parties.


“Included Locations” means, collectively, the  Crude Storage Tanks,  Included Crude Pipelines, Product Storage Tanks, Included Product Pipelines and the Included Third Party Storage Tanks.


“Included Product Pipelines” means the pipelines or sections thereof as further described on Schedule X, as such schedule may, from time to time, be amended by the Parties.


“Included  Third  Party  Storage  Tanks”  means  storage  tanks  at  product  terminals  in
Abilene, Wichita Falls, Orla and El Paso as further identified and described on Schedule E.


“Included  Transactions”  has  the  meaning  specified  in  the  Marketing  and  Sales
Agreement.


“Independent Inspection Company” has the meaning specified in  Section 11.3.


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


“Initial Margin Amount” has the meaning specified in Section 12.4.


“Interim Payment” has the meaning specified in  Section 10.1.


“Inventory Sales Agreement” means that Inventory and Sales Agreement entered into by Aron and ARKS, dated as of the Commencement Date, pursuant to which ARKS is selling and transferring to Aron the Commencement Date Volumes for the Commencement Date Purchase Value, free and clear of all liens, claims and encumbrances of any kind.


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


“Level One Fee” means the amount set forth as the “Level One Fee” in the Fee Letter.


“Level Two Fee” means the amount set forth as the “Level Two Fee” in the Fee Letter.


“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), inclu ding 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.


“Liquidated Amount” has the meaning specified in Section 18.2(f).


“Long Product FIFO Price” means the price so listed on Schedule B.


“Marketing and Sales Agreement” means the products marketing and sales agreement, dated as of the Commencement Date, between the Company and Aron pursuant to which the Product purchased by Aron hereunder shall from time to time be marketed and sold by the Company for Aron’s account.


“Master Lease” means the Lease Agreement by and among Alon USA Refining, Inc. and Alon Paramount Holdings, Inc. (successor by merger to each of Alon USA Pipeline, Inc., Fin- Tex Pipeline Company, American Petrofina Pipeline Company and T&R Assets, Inc.), jointly and severally, as Landlord, and Alon USA, LP (f/k/a SWBU, L.P.), as Tenant, as amended, pursuant to which the Company is the exclusive lessee and operator of the Refinery, together with other real and personal property related thereto.


“Material Adverse Change” means a material adverse effect on and/or material adverse change with respect to (i) the business, operations, properties, assets or financial condition of the Company and its Subsidiaries taken as a whole, (ii) the occurrence of a Material Adverse Change under the ARKS Supply and Offtake Agreement as defined therein;; (iii) the ability of the Company to fully and timely perform its obligations; (iv) the legality, validity, binding effect or enforceability against the Company of any of the Transaction Documents; or (v) the rights and remedies available to, or conferred upon, Aron hereunder; provided that none of the following changes or effects shall constitute a “Material Adverse Effect”: (1) changes, or effects arising from or relating to changes, of Laws, that are not specific to the business or markets in which the Company  operates;  (2) changes  arising  from  or  relating  to,  or  effects  of,  the  transactions contemplated by this Agreement or the taking of any action in accordance with this Agreement; (3) changes, or effects arising from or relating to changes, in economic, political or regulatory conditions generally affecting the U.S. economy as a whole, except to the extent such change or effect has a disproportionate effect on the Company relative to other industry participants; (4) changes, or  effects arising from or relating to  changes, in  financial, banking, or securities markets generally affecting the U.S. economy as a whole, (including (a) any disruption of any of the foregoing markets, (b) any change in currency exchange rates, (c) any decline in the price of any security or any market index and (d) any increased cost of capital or pricing related to any financing), except to the extent such change or effect has a disproportionate effect on the Company relative to other industry participants; and (5) changes arising from or relating to, or effects of, any seasonal fluctuations in the business, except to the extent such change or effect has a disproportionate effect on the Company relative to other industry participants.


“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 meter readings and meter tickets for that
Delivery Date and 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 Aron at the Products 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.


“Monthly Cover Costs” has the meaning specified in  Section 7.6.


“Monthly Crude Forecast” has the meaning specified in  Section 5.2(b).


“Monthly Crude Payment” has the meaning specified in  Section 6.3.


“Monthly Crude Price” means, with respect to the Net Crude Sales Volume for any month, the  volume weighted average price  per  barrel specified in  the  related  Procurement Contracts under which Aron acquired such barrels in such Month.


“Monthly Crude Receipts” means, for any month, the aggregate quantity of Barrels of Crude Oil for which Aron is invoiced by sellers (whether Third Party Suppliers, the Company or Affiliates of the Company) under Procurement Contracts with respect to Crude Oil quantities delivered during such month.


“Monthly Excluded Transaction Fee” has the meaning specified in Section 7.8.


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


“Monthly Product Price” means, for each Pricing Group, the price payable by Aron to the Company equal to the applicable Pricing Benchmark for such Pricing Group for the applicable month.


“Monthly Product Sale Adjustment” has the meaning specified in  Section 7.5.


“Monthly Product Sales” means, for any month and Product Group, the aggregate sales volume of such Product sold during such month, pursuant to (a) Included Transactions and Excluded Transactions (each as defined in the Marketing and Sales Agreement) or (b) any Company Purchase Agreements.


“Monthly True-up Amount” has the meaning specified in  Section 10.2(a).


“Monthly Working Capital Adjustment” is an amount to be determined pursuant to
Schedule L.


“Net Crude Sales Volume” has the meaning specified in  Section 9.3(a).






Month.
 
“Nomination Month” means the month that occurs two (2) months prior to the Delivery












“Non-Affected Party” has the meaning specified in  Section 16.1.







“Non-Defaulting Party” has the meaning specified in Section 18.2(a).


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


“Obligations” has the meaning specified in Section 12.4.


“Operational Volume Range” means the range of operational volumes for any given set of associated Crude Storage Tanks for each type of Crude Oil and for any given set of associated Product Storage Tanks for each group of Products, between the minimum volume and the maximum volume, as set forth on Schedule D.


“Other Barrels” has the meaning specified in  Section 5.3(f).


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


“Pipeline Cutoff Date” means, with respect to any Included Crude Pipeline or Included Product Pipeline, the date and time by which a shipper on such Included Crude Pipeline or Included Product Pipeline, as applicable is required to provide its nominations to the entity that schedules and tracks Crude Oil and Products in such Included Crude Pipeline or Included Product Pipeline, as applicable for the next shipment period for which nominations are then due.


“Pipeline System” means the Included Crude Pipelines and Included Product Pipelines.


“Pricing Benchmark” means, with respect to a particular grade of Crude Oil or type of
Product, the pricing index, formula or benchmark indicated on Schedule B.


“Pricing Group” means any of the refined petroleum product groups listed as a pricing group on Schedule P.


“Procurement Contract” means any procurement contract entered into by Aron for the purchase of crude oil to be processed at the Refinery, which may be either a contract with any seller of crude oil (other than the Company or any Affiliate of the Company) or a contract with the Company (but in the case of a contract with the Company only if such contract provides for delivery to Aron at a point upstream from the Crude Intake Point that permits Aron to transport the delivered quantity via an Included Crude Pipeline).


“Procurement Contract Assignment” means an instrument, in form and substance reasonably satisfactory to Aron, by which the Company assigns to Aron all rights and obligations under a Procurement Contract and Aron assumes such rights and obligations thereunder, subject to terms satisfactory to Aron providing for the automatic reassignment thereof to the Company in connection with the termination of this Agreement.







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


“Product Cost” has the meaning specified in  Section 8.7.


“Product Group” means a group of Products as specified on Schedule P.


“Product Linefill” means, at any time and for any grade of Product, the aggregate volume of linefill of that Product on the Included Product Pipelines for which Aron is treated as the exclusive owner by the Included Product Pipelines; provided that such volume shall be determined by using the volumes reported on the monthly or daily statements, as applicable, from the Included Product Pipelines.


“Product Purchase Agreements” has the meaning specified in the Marketing and Sales
Agreement.


“Product Storage Facilities” means, collectively, the Product Storage Tanks, the Included
Product Pipelines and the Included Third Party Storage Tanks.


“Product  Storage  Tanks”  means  any of  the  tanks,  salt  wells  or  pipelines  listed  on
Schedule E that store or transport Products.


“Products Delivery Point” means the inlet flange of the Product Storage Tanks.


“Products Offtake Point” means the delivery point at  which Aron transfers title  to Products in accordance with sales transactions executed pursuant to the Marketing and Sales Agreement.


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


“Projected  Net  Crude  Consumption” means, for  any Delivery Month, the  Projected Monthly Run Volume for such Delivery Month minus the number of Other Barrels that the Company indicated it expected to deliver into the Crude Storage Tanks during such Delivery Month.


“Reduced Fee Barrels” has the meaning specified in  Section 6.4(b).


“Refinery” means the petroleum refinery located in Big Spring, Texas leased by the
Company pursuant to the terms of the Master Lease.


“Refinery Facilities” means all the facilities operated by the Company located at the Refinery, and any associated or adjacent facility that is used by the Company to carry out the terms of this Agreement, excluding, however, the Crude Oil receiving and Products delivery facilities, pipelines, tanks and associated facilities owned and operated by the Company which constitute the Storage Facilities.


“Related Hedges” means any transactions from time to time entered into by Aron with third parties unrelated to Aron or its Affiliates to hedge Aron’s ex posure resulting from this







Agreement or any other Transaction Document and Aron’s rights and obligations hereunder or
thereunder.


“Required Storage and Transportation Arrangements” mean such designations and other binding contractual arrangements, in form and substance satisfactory to Aron, pursuant to which the Company shall have provided Aron with the Company’s (or its Affiliates’) full and unimpaired right to use the Included Crude Pipelines, Included Product Pipelines and Included Third Party Storage Tanks.


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


“Run-out Report” has the meaning specified in  Section 7.3(a).


“Second Level Two Fee” means the amount set forth as the “Second Level Two Fee” in
the Fee Letter.


“Settlement Amount” has the meaning specified in  Section 18.2(b).


“Specified Indebtedness” means any obligation (whether present or future, contingent or
otherwise, as principal or surety or otherwise) of the Company in respect of borrowed money.


“Specified Transaction” means (a) any transaction (including an agreement with respect thereto) now existing or hereafter entered into between Aron and the Company (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 and (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, between Aron and ARKS, dated as of the Commencement Date, pursuant to which ARKS shall buy Crude Oil and Products from Aron subject to the provisions of this Agreement and any other terms agreed to by the parties thereto.


“Storage Facilities” mean the storage, loading and offloading facilities owned or operated
by the Company located at the Refinery including the Crude Storage Tanks, the Product Storage







Tanks and the land, piping, marine facilities, truck facilities and other facilities related thereto, together  with  existing  or  future  modifications  or  additions,  which  are  excluded  from  the definition of Refinery or Refinery Facilities.  In addition, the term “Storage Facilities” in cludes any location where a storage facility is used by the Company to store or throughput Crude Oil or Products  except  those  storage,  loading  and  offloading facilities  owned  or  operated  by  the Company which are used exclusively to store Excluded Materials.


“Storage Facilities Agreement” means the storage facilities agreement, dated as of the Commencement Date, between the Company and Aron, pursuant to which the Company shall grant to Aron an exclusive right to use the Storage Facilities in connection with this Agreement.


“Supplier’s Inspector” means any Person selected by Aron in a commercially reasonable manner that is acting as an agent for Aron or 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 Aron, is qualified and reputed to perform its services in accordance with applicable law and industry practice, to perform any and all inspections required by Aron.


“Tank Maintenance” has the meaning specified in  Section 9.5.


“Target Month End Crude Volume” has the meaning specified in  Section 7.2(b).


“Target Month End Product Volume” has the meaning specified in  Section 7.3(b).


“Tax” or “Taxes” has the meaning specified in  Section 14.1.


“Term” has the meaning specified in  Section 3.1.


“Termination Amount” means, without duplication, the total net amount owed by one
Party to the other Party upon termination of this Agreement under Section 19.2(a).


“Termination Date” has the meaning specified in  Section 19.1.


“Termination Date Purchase Value” means, with respect to the Termination Date Volumes, initially the Estimated Termination Date Value until the Definitive Termination Date Value has been determined and thereafter the Definitive Termination Date Value (as such terms are defined in the form of the Step-Out Inventory Sales Agreement.


“Termination Date Volumes” has the meaning specified in  Section 19.1(d).


“Termination Holdback Amount” has the meaning specified in Section 19.2(b).


“Third Party Supplier” means any seller of Crude Oil under a Procurement Contract
(other than the Company or any Affiliate of the Company).


“Transaction  Document”  means  any  of  this  Agreement,  the  Marketing  and  Sales
Agreement, the Inventory Sales Agreement, the Storage Facilities Agreement, the Step-Out







Inventory Sales Agreement, the Required Storage and Transportation Arrangements and any other agreement or instrument contemplated hereby or executed in connection herewith.


“Volume Determination Procedures” mean the Company’s ordinary month-end procedures for determining the NSV of Crude Oil in the Crude Storage Tanks or Products in the Product Storage Tanks, which include manually gauging each Crude Storage Tank or Product Storage Tank 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, the Company shall use the manual gauge reading in its calculation of month-end inventory.


“Weekly Projection” has the meaning specified in  Section 5.2(c).


1.2      Construction of Agreement.


(a)       Unless  otherwise  specified,  reference  to,  and  the  definition  of  any document (including this Agreement) shall be deemed a reference to such document as may be, amended, supplemented, revised or 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)       Unless expressly provided otherwise, references herein to “consent” mean the prior written consent of the Party at issue, which shall not be unreasonably withheld, delayed or conditioned.


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


(h)       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.


(i)        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.







(j)        Unless otherwise expressly stated herein, any reference to “volume” shall be deemed to refer to actual NSV, 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.


(k)       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.


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.


ARTICLE 2


CONDITIONS TO COMMENCEMENT


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


(a)       The Inventory Sales Agreement shall have been duly executed by ARKS and, pursuant thereto, ARKS shall have agreed to transfer to Aron on the Commencement Date, all right, title and interest in and to the Commencement Date Volumes, free and clear of all Liens;


(b)       ARKS and Aron shall have agreed to the form and substance of the Step- Out Inventory Sales Agreement;


(c)       [Reserved];


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


(e)       The Required Storage and Transportation Arrangements shall have been duly executed by the Company (and its Affiliates, if appropriate) and all third parties thereto;


(f)       The  Company  shall  have  duly  executed  the  Marketing  and  Sales
Agreement in form and in substance satisfactory to Aron; (g)       [Reserved];
(h)       An Acknowledgment and Agreement, in form and substance reasonably acceptable to Aron, duly executed by the Agents under the Revolving Credit Agreement







(the “Acknowledgement and Agreement”), confirming among other things their release of any liens on any crude oil or products held in the Included Locations, together with any documentation requested by Aron evidencing the release of any such liens;


(i)        The Company and its Affiliates shall have entered into an amendment of the Revolving Credit Agreement as reflected in Schedule U.


(j)        The Company shall have delivered to Aron a certificate signed by James Ranspot, Chief Legal Counsel—Corporate certifying as to incumbency, board approval and resolutions, other matters;


(k)       The Company shall have delivered to Aron an opinion of counsel, in form and substance satisfactory to  Aron, covering such matters  as  Aron shall  reasonably request, including: good standing; existence and due qualification; power and authority; due authorization and execution; enforceability; no conflicts; provided that, subject to Aron’s consent, certain of such opinions may be delivered by James Ranspot, Chief Legal Counsel—Corporate;


(l)        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;


(m)      Neither the Refinery nor any of the Included Locations shall not 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 Storage Facilities;


(n)       The  Company  shall  have  delivered  to  Aron  insurance  certificates evidencing the  effectiveness  of  the  insurance  policies  set  forth  on  Schedule  F  and otherwise comply with Article 15 below;


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


(p)       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; and


(q)       The  Company  shall  have  delivered  to  Aron  such  other  certificates, documents and instruments as may be reasonably necessary to consummate the transactions contemplated herein.


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







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


(b)       Aron shall have duly executed the Storage Facilities Agreement in form and in substance satisfactory to the Company;


(c)       Aron shall have duly executed the Marketing and Sales Agreement in form and in substance satisfactory to the Company;


(d)       Aron shall have duly executed the Step-Out Inventory Sales Agreement in form and in substance satisfactory to the Company;


(e)       All representations and warranties of Aron contained in the Transaction
Documents shall be true and correct on and as of the Commencement Date;


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


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


(h)       Aron shall have delivered satisfactory evidence of its federal form 637 license.


2.3      Commencement Date.


(a)       Subject to the satisfaction of the conditions set forth in Sections 2.1 and
2.2, the “Commencement Date” shall be a Business Day specified by Aron in a written notice to the Company given at least one (1) Business Day prior to such Commencement Date, which shall occur on or after the Effective Date and on or prior to March 1, 2011 or such later date as the Parties shall agree (the “Latest Commencement Date”).


(b)       The Company may elect to terminate this Agreement by giving written notice (email delivery being deemed sufficient) to Aron no later than 11:59 p.m. (New York time) on Tuesday, February 22, 2011, in which case all obligations of the Parties hereunder shall terminate as of such time, except for the obligations set forth in Article 2, Article  20,  Article  21  and  Article  23  (the  “Section 2.3(b)  Termination”);  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.


If the Section 2.3(b) Termination is not elected, yet 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, Article 20, Article 21 and Article 23and 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 for any reason whatsoever, then the Company shall be obligated to reimburse Aron for any loss, costs and damages incurred or realized by Aron 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  Aron  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.


(d)       Without limiting the Parties’ respective obligations under this Agreement, during the period between the Effective Date and the Commencement Date, if either Party in its reasonable judgment deems it necessary or appropriate, the Parties may refine the modeling underlying the computations contemplated with respect to the amounts referred to in clauses (i) and (ii) of Section 10.2.


(e)       The Company covenants and agrees to take (or cause its Affiliates to take) all actions necessary to cause any Crude Oil Linefill or Product Linefill included in the Commencement Date Volumes to be transferred to Aron on and effective as of the Commencement Date.


2.4      Post-Commencement Date Undertakings.


(a)       From and after the Commencement Date, the Company may endeavor to negotiate and implement designations and other binding contractual arrangements, in form and substance satisfactory to Aron, pursuant to which the Company may transfer and assign to Aron the Company’s (or its Affiliates’) right to use any Available Storage or Transportation Facility that has not previously been included as an Included Location or such other storage or transportation facility as may hereafter be identified by the Company; provided that (a) upon and concurrently with implementing any such assignment, designation or arrangement, any such Available Storage or Transportation Facility shall be added to the appropriate Schedule hereto as an additional Included Crude Pipeline or Included Product Pipeline and such assignment, designation or arrangement shall constitute a Required Storage and Transportation Arrangement hereunder and (b) to the  extent  requested  by  Aron,  the  Company  shall  cause  ARKS  to  enter  into  an amendment to the Inventory Sales Agreement to include any inventory transferred to Aron as a result of such assignment, designation or arrangement.


(b)       From and after the Commencement Date, the Company will cooperate with Aron to cause to be prepared, executed and filed, in such jurisdictions as Aron shall deem necessary or appropriate, UCC-1 financing statements reflecting Aron as owner of all Crude Oil in the Crude Storage Tanks and all Products in the Product Storage Tanks.







The Company shall execute and deliver to Aron, and the Company hereby authorizes Aron 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 other documents and instruments, all in form satisfactory to Aron, as Aron may request, to confirm Aron’s ownership of such Crude Oil and Products and to otherwise and to accomplish the purposes of this Agreement.  Without limiting the generality of the foregoing, the Company ratifies and authorizes the filing by Aron of any financing statements filed prior to the Commencement Date.


ARTICLE 3


TERM OF AGREEMENT


3.1      Term.  This Agreement shall become effective on the Effective Date and, subject to Section 2.3(b) and 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, 2016 (the “Term”; the last day of such Term being herein referred to as the “Expiration Date.”


3.2      Early Termination. Aron may elect to terminate this Agreement early effective on May 31, 2013, May 31, 2014 or May 31, 2015 and the Company may elect to terminate this Agreement early effective on May 31, 2015; provided that no such election shall be effective unless the Party making such election (a) gives the other Party at least six (6) months prior notice of any such election pursuant to Article 26 and (b) 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 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.”


3.3      Obligations  upon  Termination.    In  connection  with  the  termination  of  the Agreement on the Expiration Date or the Early Termination Date, the Parties shall perform their obligations relating to termination pursuant to Article 19.


ARTICLE 4


COMMENCEMENT DATE TRANSFER


4.1      Transfer and Payment on the Commencement Date.   The Parties acknowledge that Aron’s obligations hereunder (other than its obligation under Section 2.3(a) above) shall commence on the Commencement Date only if the Commencement Date Volumes shall be sold and transferred to Aron by ARKS as provided under the Inventory Sales Agreement, against payment of the Estimated Commencement Date Value made 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      Default by ARKS.   The Company acknowledges that a default at any time by ARKS under the Inventory Sales Agreement or the Step-Out Inventory Sales Agreement shall constitute an Event of Default hereunder with respect to the Company and that Aron’s rights hereunder as a result of such an Event of Default shall be in addition to, and not in limitation of, any rights Aron may have under the Inventory Sales Agreement or the Step-Out Inventory Sales Agreement.


ARTICLE 5


PURCHASE AND SALE OF CRUDE OIL


5.1      Sale of Crude Oil.  On and after the Commencement Date through the end of the Term, and subject to (a) Aron’s ability to procure Crude Oil in accordance with the terms hereof, (b)its receipt of Crude Oil under Procurement Contracts and (c) the Company’s maintenance of the Base Agreements and Required Storage and Transportation Arrangements and compliance with the terms and conditions hereof, Aron will endeavor, in a commercially reasonable manner, to  enter  into  Procurement  Contracts  which  will  accommodate,  in  the  aggregate,  monthly deliveries of crude oil that equal or exceed an average of seventy thousand (70,000) Barrels per day and the Company agrees to purchase and receive from Aron all such crude oil as provided herein.  Aron shall, in accordance with the terms and conditions hereof, have the right to be the exclusive owner of crude oil in the Storage Tanks.


5.2      Monthly and Weekly Forecasts and Projections.


(a)       No later than the tenth (10th) Business Day prior to the Contract Cutoff Date of the Nomination Month, Aron shall provide the Company with a preliminary written forecast of Aron’s Target Month End Crude Volume and Target Month End Product Volume for the Delivery Month.  During the first two months of deliveries of Crude Oil made pursuant to this Agreement, Aron’s Target Month End Crude Volume and Target Month End Product Volume shall be the amounts set forth on Schedule D.


(b)       No later than four (4) Business Days prior to the earliest Contract Cutoff Date in any Nomination Month, the Company shall provide Aron with a written forecast of the Refinery’s anticipated Crude Oil requirements for the related Delivery Month (each, a “Monthly Crude Forecast”).


(c)       No later than 5:00 p.m., CPT each Monday, the Company shall provide Aron  with  a  written  summary  of  the  Refinery’s  projected  Crude  Oil  runs  for  the upcoming Production Week (each, a “Weekly Projection”).


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


(e)       The  Parties  acknowledge  that  the  Company  is  solely  responsible  for providing the Monthly Crude Forecast and the Weekly Projection and for making any adjustments thereto, and the Company agrees that all such 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 such standards of care as are generally applicable in the U.S. oil refining industry.  The Company acknowledges and agrees that (i) Aron shall be entitled to rely and act, and shall be fully protected in relying and acting, upon all such forecasts and projections, and (ii) Aron shall not have any responsibility to make any investigation into the facts or matters stated in such forecasts or projections.


5.3      Procurement of Crude Oil.


(a)       As of the Commencement Date, Aron may have entered into Procurement
Contracts for the purchase of crude oil to be processed at the Refinery.


(b)       From time to time during the Term of this Agreement, the Company may propose that an additional Procurement Contract be entered into, including any such additional Procurement Contract as may be entered into in connection with the expiration of an outstanding Procurement Contract.  If the Parties mutually agree to seek additional Procurement Contracts, then the Company shall endeavor to identify quantities of Crude Oil that may be acquired on a spot or term basis from one or more Third Party Suppliers. The Company may negotiate with any such Third Party Supplier regarding the price and other terms of such potential additional Procurement Contract.  The Company shall have no authority to bind Aron to, or enter into on Aron’s behalf, any additional Procurement Contract or Procurement Contract Assignment, and the Company shall not represent to any third party that it has such authority.  If the Company has negotiated an offer from a Third   Party  Supplier   for   an   additional   Procurement  Contract   (and   if   relevant, Procurement  Contract  Assignment)  that  the  Company  wishes  to  be  executed,  the Company shall apprise Aron in writing of the terms of such offer, Aron shall promptly determine and advise the Company as to whether Aron desires to accept such offer.  If Aron indicates its desire to accept such offer, then Aron shall promptly endeavor to formally communicate its acceptance of such offer to the Company and such Third Party Supplier so that the Third Party Supplier and Aron may enter into a binding additional Procurement Contract (and if relevant, Procurement Contract Assignment) provided that any additional Procurement Contract (and, if  relevant, related  Procurement Contract Assignment) shall require Aron’s express agreement and Aron shall not have any liability under or in connection with this Agreement if for any reason it, acting in good faith, does not agree to any proposed additional Procurement Contract or related Procurement Contract Assignment.


(c)       If  the  Company  determines,  in  its  reasonable  judgment,  that  it  is commercially beneficial for the Refinery to run a particular grade and/or volume of Crude Oil that is available from a Third Party Supplier that is not a counterparty with which Aron is then prepared to enter into a contract, then the Company may execute a contract to acquire such Crude Oil for the Company’s account.


(d)       Title for each quantity of Crude Oil delivered into a Crude Storage Tank shall pass to Aron, (i) if delivered under a Procurement Contract with a Third Party Supplier, from such Third Party Supplier as provided in the relevant Procurement Contract,  (ii)  if  delivered  under  a  Procurement Contract  with  the  Company,  at  the







upstream delivery point specified therein and (iii) if not delivered under a Procurement Contract (and whether such delivery is via an Included Crude Pipeline or another crude pipeline), from the Company as the crude oil passes the Crude Intake Point.  The Parties acknowledge that the consideration due from Aron to the Company for any crude oil that is not delivered under a Procurement Contract will be reflected in the Monthly True-up Amounts determined following delivery and in accordance with Schedule C.


(e)       [Reserved.]


(f)       No later than four (4) Business Days prior to the earliest Contract Cutoff Date in any Nomination Month, the Company shall inform Aron whether the Company has purchased or intends to purchase any Crude Oil that is not being procured under a Procurement Contract for delivery during the related Delivery Month (“Other Barrels”), in which case the Company shall provide to Aron the quantity, grade and delivery terms of such Other Barrels expected to be delivered to the Crude Storage Tanks during such Delivery Month.


5.4      Nominations under Procurement Contracts and for Pipelines.


(a)       On the Business Day following receipt of the Monthly Crude Forecast and prior to the delivery of the Projected Monthly Run Volume, Aron shall provide to the Company Aron’s preliminary Target Month End Crude Volume and Target Month End Product Volume for the related Delivery Month if different from the Target Month End Crude Volume and Target Month End Product Volume for the related Delivery Month previously provided in Section 5.2(a).  By no later than two (2) Business Days prior to the earliest Contract Cutoff Date occurring in such Nomination Month, the Company shall provide to Aron the Projected Monthly Run Volume for the Delivery Month for which deliveries must be nominated prior to such Contract Cutoff Dates.  As part of such Projected Monthly Run Volume, the Company may specify the grade of such Projected Monthly Run Volume, provided that such grades and their respective quantities specified by the Company shall fall within the grades and quantities then available to be nominated by Aron under the outstanding Procurement Contracts.


(b)       Provided that the Company provides Aron with the Projected Monthly Run Volume as required under Section 5.4(a), Aron shall make all scheduling and other selections and nominations (collectively, “Contract Nominations”) that are to be made under the Procurement Contracts on or before the Contract Cutoff Dates for the Procurement Contracts and such Contract Nominations shall reflect the quantity of each grade specified by the Company in such Projected Monthly Run Volume. Should any Contract Nomination not be accepted by any Third Party Supplier under a Procurement Contract, Aron shall promptly advise the Company and use commercially reasonable efforts  with  the  Company  and  such  Third  Party  Supplier  to  revise  the  Contract Nomination subject to the terms of any such Procurement Contract.  Aron shall provide the Company with confirmation that such Contract Nominations have been made.


(c)       Insofar as any pipeline nominations are required to be made by Aron for any Crude Oil prior to any applicable Pipeline Cutoff Date for any month, Aron shall be







responsible for making such pipeline and terminal nominations for that month; provided that, Aron’s obligation to make such nominations shall be conditioned on its receiving from the Company scheduling instructions for that month a sufficient number of days prior to such Pipeline Cutoff Date so that Aron can make such nominations within the lead times required by such pipelines and terminals.  Aron shall not be responsible if a Pipeline System is unable to accept Aron’s nomination or if the Pipeline System must allocate Crude Oil among its shippers.


(d)       The Parties agree that the Company may, from time to time, request that Aron make adjustments or modifications to Contract Nominations it has previously made under the Procurement Contracts.  Promptly following receipt of any such request, Aron will use its commercially reasonable efforts to make such adjustment or modification, subject to any limitations or restrictions under the relevant Procurement Contracts.  Any additional cost or expenses incurred as a result of such an adjustment or modification shall constitute an Ancillary Cost hereunder.


(e)       Aron shall not nominate or to its knowledge otherwise acquire any Crude Oil with characteristics that are not previously approved by the Company for use at the Refinery, such approval to be in the Company’s sole and absolute discretion.


(f)       In addition to the nomination process, Aron and the Company shall follow the mutually agreed communications protocol as set forth on Schedule J hereto, with respect to ongoing daily coordination with feedstock suppliers, including purchases or sales of Crude Oil outside of the normal nomination procedures.


(g)       Each of the Company and Aron agrees to use commercially reasonable efforts  in  preparing  the  forecasts,  projections  and  nominations  required  by  this Agreement in a manner intended to maintain Crude Oil and Product operational volumes within the Operational Volume Range.


(h)       Prior to entering into any Ancillary Contract that does not by its terms expire or terminate on or before May 31, 2013, Aron will endeavor, in good faith and subject  to  any confidentiality restrictions, to  afford  the  Company an  opportunity to review and comment on such Ancillary Contract or the terms thereof and to confer with the Company regarding such Ancillary Contract and terms, and if Aron enters into any such Ancillary Contract without the Company’s consent, the Company shall not be obligated to assume such Ancillary Contract pursuant to Section 19.1(c) below.


5.5      Transportation, Storage and Delivery of Crude Oil.


(a)       Aron shall have the exclusive right to inject (except for such injections by the Company otherwise contemplated hereby), store and withdraw Crude Oil in the Crude Storage Tanks as provided in the Storage Facilities Agreement.


(b)       Pursuant to the Required Storage and Transportation Arrangements, Aron shall have the right to inject (except for such injections by the Company otherwise contemplated hereby), store, transport and withdraw Crude Oil in and on the Included







Crude  Pipeline  to  the  same  extent  as  the  Company’s  rights  to  do  so  prior  to  the
implementation of the Required Storage and Transportation Arrangements.


(c)       Provided no Default or Event of Default has occurred and is continuing, the Company shall be permitted to withdraw from the Crude Storage Tanks and take delivery of Crude Oil on any day and at any time.  The withdrawal and receipt of any Crude Oil by the Company at the Crude Intake Point shall be on an “ex works” basis. Aron shall be responsible only for arranging transportation and delivery of Crude Oil into the Crude Storage Tanks and the Company shall bear sole responsibility for arranging the withdrawal of Crude Oil from the Crude Storage Tanks.   The Company shall take all 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.


5.6      Title, Risk of Loss and Custody.


(a)       Title to and risk of loss of the Crude Oil shall pass from Aron to the Company at the Crude Delivery Point.  The Company shall assume custody of the Crude Oil as it passes the Crude Delivery Point.


(b)       During  the  time  any  Crude  Oil  or  Products  is  held  in  any  Storage Facilities, the Company, in its capacity as operator of the Storage Facilities and pursuant to the Storage Facilities Agreement, shall be solely responsible for compliance with all Applicable Laws, including all Environmental Laws, pertaining to the possession, handling, use and processing of such Crude Oil or Products and shall indemnify and hold harmless Aron, its Affiliates and their agents, representatives, contractors, employees, directors and officers, for all Liabilities directly or indirectly arising therefrom except to the extent such Liabilities are caused by or attributable to any of the matters for which Aron is indemnifying the Company pursuant to Article 20.


(c)       At and after transfer of any Crude Oil at the Crude Delivery Point, the Company shall be solely responsible for compliance with all Applicable Laws, including all Environmental Laws pertaining to the possession, handling, use and processing of such Crude Oil and shall indemnify and hold harmless Aron, its Affiliates and their agents, representatives, contractors, employees, directors and officers, for all Liabilities directly or indirectly arising therefrom.


(d)       Notwithstanding anything to the contrary herein, Aron and the Company agree that the Company shall have an insurable interest in Crude Oil that is subject to a Procurement Contract and that the Company may, at its election and with prior notice to Aron, endeavor to insure the Crude Oil.  If pursuant to the terms of this Agreement, the Company bears the loss of any Crude Oil, then (subject to any other setoff or netting rights Aron may have hereunder) any insurance payment to Aron made to cover same shall be promptly paid over by Aron to the Company.


5.7      Contract Documentation, Confirmations and Conditions.


(a)       Aron’s obligations to deliver Crude Oil under this Agreement shall be subject to (i) the Company’s identifying and negotiating potential Procurement Contracts,







in  accordance with  Section 5.3, that  are  acceptable to  both the Company and Aron relating to a sufficient quantity of Crude Oil to meet the Refinery’s requirements, (ii) the Company’s performing its obligations hereunder with respect to providing Aron with timely  nominations,  forecasts  and  projections  (including  Projected  Monthly  Run Volumes, as contemplated in Section 5.4(a)) so that Aron may make timely nominations under the Procurement Contracts, (iii) all of the terms and conditions of the Procurement Contracts, (iv) any other condition set forth in Section 5.1 above and (v) no Event of Default having occurred and continuing with respect to the Company.


(b)      In documenting each Procurement Contract, Aron will endeavor and cooperate with the Company, in good faith and in a commercially reasonable manner, to obtain the Third Party Supplier’s agreement that a copy of such Procurement Contract may be provided to the Company; provided that this Section 5.7(b) in no way limits the Company’s rights to consent to all Procurement Contracts as contemplated by Section
5.3.  In addition, to the extent it is permitted to do so, Aron will endeavor to keep the Company apprised of, and consult with the Company regarding, the terms and conditions being incorporated into any Procurement Contract under negotiation with a Third Party Supplier.


(c)       The Company acknowledges and agrees that, subject to the terms and conditions of this Agreement, it is obligated to purchase and take delivery of all Crude Oil acquired by Aron under Procurement Contracts executed in connection herewith and subject to the terms and conditions specified in Section 5.4 above.   In the event of a dispute, Aron will provide, to the extent legally and contractually permissible, to the Company, a copy of the Procurement Contract in question.


5.8      DISCLAIMER OF WARRANTIES.   EXCEPT FOR THE WARRANTY OF TITLE WITH RESPECT TO CRUDE OIL DELIVERED HEREUNDER, ARON MAKES NO WARRANTY, CONDITION OR OTHER REPRESENTATION, WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS OR SUITABILITY OF THE CRUDE OIL FOR ANY PARTICULAR PURPOSE OR OTHERWISE.   FURTHER, ARON MAKES NO WARRANTY OR REPRESENTATION THAT THE CRUDE OIL CONFORMS TO THE SPECIFICATIONS IDENTIFIED IN ARON’S CONTRACT WITH ANY THIRD PARTY SUPPLIER.


5.9      Quality Claims and Claims Handling.


(a)       The failure of any Crude Oil that Aron hereunder sells to the Company to meet  the specifications or other quality requirements applicable thereto as  stated in Aron’s 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 Aron hereunder; provided, however, that any claims made by Aron with respect to such non-conforming  Crude  Oil  shall  be  for  the  Company’s  account  and  resolved  in accordance with Section 5.9(d).


(b)       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, pipeline or ocean transportation, and any dispute, claim, or controversy arising hereunder between Aron and any of its vendors who supply goods or services in conjunction with Aron’s performance of its obligations under this Agreement) made by or against Aron.  In all instances wherein claims are made by a third party against Aron which will be for the account of the Company, the Company shall have the right, subject to Section 5.9(c), to either direct Aron to take commercially reasonable actions in the handling of such claims or assume the handling of such claims in the name of Aron, all at the Company’s cost and expense. To the extent that the Company believes that any claim should be made by Aron 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(c),  Aron  will  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.


(c)       Aron  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.


(d)       Notwithstanding anything in  Section 5.9(b) to the contrary, Aron may notify the Company that Aron is retaining control over the resolution of any claim referred to in Section 5.9(b) if Aron, in its reasonable judgment, has determined that it has commercially reasonable business considerations for doing so based on any relationships that Aron or any of its Affiliates had, has or may have with the third party involved in such claim; provided that, subject to such considerations, Aron shall use commercially reasonable efforts to resolve such claim, at the Company’s expense and for the Company’s account. In addition, any claim that is or becomes subject to Article 19 shall be handled and resolved in accordance with the provisions of Article 19.


(e)       If any claim contemplated in this Section 5.9 involves a counterparty that is an Affiliate of Aron and the management and operation of such counterparty is under the actual and effective control of Aron, then the Company shall control the dispute and resolution of such claim.


5.10    Communications.


(a)       Each Party shall promptly provide to the other copies of any and all written communications and documents between it and any third party which in any way relate  to  Ancillary Costs,  including but  not  limited  to  written  communications and documents with Pipeline Systems, provided that Aron has received such communications and documents in respect of the Pipeline System and/or any communications and documents related to the nominating, scheduling and/or chartering of vessels; provided that neither Party shall be obligated to provide to the other any such materials that contain proprietary or confidential information and, in providing any such materials, such Party may redact or delete any such proprietary or confidential information.







(b)       With respect to any proprietary or confidential information referred to in Section 5.10(a), Aron shall promptly notify the Company of the nature or type of such information and  use  its  commercially reasonable efforts  to  obtain  such  consents  or releases as necessary to permit such information to be made available to the Company.


(c)       The Parties shall coordinate all nominations and deliveries according to the communications protocol on Schedule J hereto.


ARTICLE 6


PURCHASE PRICE FOR CRUDE OIL


6.1      Daily Volumes.  Each Business Day the Company shall provide to Aron, by no later than 1:00 pm CPT meter tickets and/or meter readings, and tank gauge readings confirming the Measured Crude Quantity for each Crude Storage Tank for all Delivery Dates since the prior Business Day.


6.2      Purchase Price.  As the purchase price for the Net Crude Sales Volume for any month, the Company shall owe to Aron when due the Monthly Crude Payment determined with respect to that Net Crude Sales Volume, subject to application of the relevant prices as provided on Schedule B hereto and calculation of the Monthly Crude Oil True-up Amount as provided for on Schedule C hereto, and payable as provided in Section 10.2.


6.3      Monthly Crude Payment.   For any month, the “Monthly Crude Payment” shall equal, with respect to the Net Crude Sales Volume for such month, the sum of (A) the product of (1) the Monthly Crude Price for that month and (2) the Net Crude Sales Volume for such month (the amount determined in this clause (A) may be a positive or negative number), (B) the Crude Purchase Fee for that month and (C) the Ancillary Costs for that month.  If the Monthly Crude Payment is a negative number, then the absolute value thereof shall represent an amount owed from Aron to the Company and payable as provided in Section 10.2.


6.4      As used herein:


(a)       For any month, the “Crude Purchase Fee” shall equal the sum of (A) the product of (1) Level One Fee per barrel and (2) the Reduced Fee Barrels for such month, plus (B) the product of (1) Level Two Fee per barrel and (2) the greater of (x) zero and (y) the Actual Monthly Crude Run for such month minus the Reduced Fee Barrels for such month, minus (C) if a Monthly Procurement Shortfall exists for such month, the product of the Shortfall Procurement Barrels for such month and Adjustment Fee per Barrel.


(b)       “Reduced Fee Barrels” means, for any month, whichever of the following is the smallest quantity: (i) the Actual Monthly Crude Run for such month, (ii) the Designated  Company-Sourced Barrels  for  such  Month  and  (iii)  seventeen  thousand (17,000) Barrels; provided that in no event shall the foregoing be less than zero.







(c)       “Actual Monthly Crude Run” means, for any month, the Net Crude Sales Volume for such month plus the aggregate quantity of those Other Barrels that are actually delivered and received at the Crude Storage Tanks during such month.


(d)       A  “Monthly Procurement Shortfall” shall exist, for any month, if  the Procurement Contracts providing for delivery during such month do not, in the aggregate, result in deliveries that equal or exceed an average of seventy thousand (70,000) Barrels per day.


(e)       If  a  Monthly  Procurement  Shortfall  exists  for  any  month,  then  the “Shortfall Procurement Barrels” for such month shall equal the lesser of (i) seventy thousand (70,000) Barrels minus the average daily quantity of Barrels that are contemplated to be delivered under Procurement Contracts during such month multiplied by the number of days in such month and (ii) the average daily quantity of Barrels that were delivered under the Rejected Procurement Contracts for such month multiplied by the number of days in such month, minus the Other Rejected Barrels for such month.


(f)       “Rejected Procurement Contract” means, for any month, a contract that was first proposed as a Procurement Contract by the Company pursuant to Section 5.3(b) that contemplated deliveries during such month, was proposed to Aron no later than the last Business Day prior to the scheduling day for such month which Aron rejected and was entered into by the Company; provided that such contract shall only constitute a Rejected Procurement Contract if the economic and other material terms thereof are no more favorable to the Company than the economic and other materials terms thereof in the proposed Procurement Contract offered to Aron and if Aron had a period of at least two weeks following the initial date on which such contract was proposed in which to determine whether or not to enter into or reject such contract.


(g)       Those Designated Company-Sourced Barrels for any month that are not delivered under Rejected Procurement Contracts constitute the “Primary Company Barrels” for such month.  If the Reduced Fee Barrels for such month exceed the Primary Company Barrels for such month, then such excess shall be the “Other Rejected Barrels” for such month.


6.5      Material Crude Grade Changes.  If either the Company or Aron 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, then the Company and Aron will 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 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.


6.6      Upon Aron’s request, the Company will provide documentation evidencing all purchases of Designated Company-Sourced Barrels for any month.







ARTICLE 7


TARGET INVENTORY LEVELS AND WORKING CAPITAL ADJUSTMENT


7.1      Target Inventory Levels.  Aron will set monthly inventory targets for Crude Oil and Products.  Such monthly inventory targets for Crude Oil and Products shall be subject to the minimum and maximum inventory levels for each Pricing Group indicated on Schedule P hereto.


7.2      Target Month End Crude Volume.


(a)       By no later than two (2) Business Days prior to the earliest Contract Cutoff Date occurring in each Nomination Month, the Company shall notify Aron of the aggregate quantity of Crude Oil that the Company expects to run at the Refinery during the subject Delivery Month (the “Projected Monthly Run Volume”).


(b)       For each month of the Term, the “Target Month End Crude Volume” shall equal (i) the Target Month End Crude Volume for the immediately preceding month, subject to any adjustment thereto made pursuant to Section 7.1, plus (ii) the aggregate volume of Crude Oil that Aron has nominated under the Procurement Contracts for delivery during that month pursuant to Section 5.4(b), plus (iii) the aggregate volume of the expected Other Barrels, minus (iv) the Projected Monthly Run Volume for that month (except that the Target Month End Crude Volume as of the Commencement Date and as of the end of the first month of the Term shall be the respective volumes specified as such on Schedule I hereto).


(c)       In establishing a Target Month End Crude Volume, Aron acknowledges that its ability to increase any such Target Month End Crude Volume is constrained to the extent that the Crude Oil available for delivery under the Procurement Contracts plus Other  Barrels  available  for  delivery  during  such  month  are  not  greater  than  the Company’s Crude Oil requirements for the Refinery for the month related to such Target Month End Crude Volume.


(d)       After Aron has established a Target Month End Crude Volume for any month, it may change such Target Month End Crude Volume as follows:


(i)        If the Actual Month End Crude Volume is above the Target Month End Crude Volume by more than thirty five thousand (35,000) Barrels and the Projected Net Crude Consumption is greater than the Actual Net Crude Consumption, then Aron may increase the Target Month End Crude Volume for such Delivery Month by the lesser of (i) the Actual Month End Crude Volume minus the sum of the Target Month End Crude Volume plus thirty five thousand (35,000) Barrels and (ii) the Projected Net Crude Consumption minus the Actual Net Crude Consumption.  If the Target Month End Crude Volume is above the Actual Month End Crude Volume by more than thirty five thousand (35,000) Barrels and the Actual Net Crude Consumption is greater than the Projected Net Crude Consumption, then Aron may reduce the Target Month End Crude Volume for such Delivery Month by the lesser of (i) the Target Month End Crude Volume







minus the sum of the Actual Month End Crude Volume plus thirty five thousand (35,000) Barrels and (ii) the Actual Net Crude Consumption minus the Projected Net Crude Consumption. Aron must notify the Company of its intent to make this change within four (4) Business Days after the end of such Delivery Month.  The Company may dispute this change within one (1) Business Day after receiving such notification from Aron.


(ii)       In addition, Aron may adjust the Target Month End Crude Volume with the consent of the Company.


In all cases described above, the changed Target Month End Crude Volume affects only the subject month and does not impact the calculation of the Target Month End Crude Volume in subsequent months pursuant to Section 7.2(b).


(e)       If, with respect to any delivery month, the operator of any Included Crude Pipeline notifies Aron that its required Crude Oil Linefill for such month is greater than or less than the amount specified for such Included Crude Pipeline on Schedule D hereto, then the minimum and maximum Crude Oil inventory levels specified on Schedule D hereto shall, in such month (and for any subsequent months for which such increase or decrease remains in  effect), be increased or decreased by an  amount equal to such increase or decrease in such required Crude Oil Linefill.


7.3      Target Month End Product Volume.


(a)       By the thirteenth (13th) of each month the Company shall provide to Aron its standard run-out report (the “Run-out Report”) showing the estimated quantities of each Product that it expects to produce and deliver to Aron during the following month and the quantities of each Product it expects to sell under the Marketing and Sales Agreement during such  following month (for  each Product, the  “Projected Monthly Production Volume”), which may, from time to time, be adjusted by the Company.


(b)       For each month and each type of Product, Aron shall from time to time (but subject to any applicable notification deadlines specified on Schedule D hereto) specify an aggregate quantity and grade that shall be the “Target Month End Product Volume” for that month (except that the Target Month End Product Volume for each type of Product as of the Commencement Date and as of the end of the first month of the Term shall be the respective volumes specified as such on Schedule I hereto).


(c)       Provided that the Company has complied with its obligations under the Marketing and Sales Agreement, and subject to events of Force Majeure, facility turnarounds, the performance of any third parties (including purchasers of Products under the Marketing and Sales Agreement), Aron will, in establishing each Target Month End Product Volume, cause such Target Month End Product Volume to be within the applicable range specified for such Product on Schedule D hereto.


(d)       At any time prior to the beginning of the month to which a Target Month
End  Product  Volume  relates  (but  subject  to  any  applicable  notification  deadlines







specified on Schedule D hereto), Aron may change such Target Month End Product
Volume.


(e)       After Aron has established a Target Month End Product Volume, it may change such Target Month End Product Volume if one of the following occurs: (i) the Actual Month End Product Volume is below the minimum of the Operational Volume Range or (ii) the Actual Month End Product Volume is above the maximum of the Operational Volume Range, in which case  Aron may change its Target Month End Product Volume for such month to equal the Actual Month End Product Volume.  Aron must notify the Company of its intent to make this change within four (4) Business Days after the end of such Delivery Month.  The Company may dispute this change within one (1) Business Day after receiving such notification from Aron.   In all cases described above, the changed Target Month End Product Volume affects only the subject month and does not impact the calculation of the Target Month End Product Volume in subsequent months.


(f)       The Target Month End Product Volume will be adjusted in accordance with the procedure for Excluded Transactions as described in the Marketing and Sales Agreement.


In addition, Aron may adjust the Target Month End Product Volume with the consent of the
Company.


7.4      Monthly Working Capital Adjustment.   Promptly after the end of each month, Aron shall determine the Monthly Working Capital Adjustment.


7.5      Monthly Product Sale Adjustments.   For each month (or portion thereof) during the  term  of  the  Marketing and  Sales  Agreement  and  for  each  Product  Group,  Aron  shall determine whether an amount is due by one Party to the other (for each Product Group, a “Monthly Product Sale Adjustment”) in accordance with the following terms and conditions:


(a)       For each Product Group and relevant period, Aron shall determine (i) the aggregate quantity of barrels of such Product Group sold during such period under Product Purchase Agreements and Company Purchase Agreements, (ii) the aggregate quantity of barrels of such Product Group sold under Excluded Transactions executed pursuant to Section 2.2(c) of the Marketing and Sales Agreement and (iii) the Aggregate Receipts (as defined below);


(b)       If, for any Product Group and relevant period, (i) the Aggregate Receipts exceeds the Index Value (as defined below), then the Monthly Product Sale Adjustment for that Product Group shall equal such excess and shall be due to the Company and (ii) the Index Value exceeds the Aggregate Receipts, then the Monthly Product Sale Adjustment for that Product Group shall equal such excess and shall be due to Aron;


(c)       If Aron determines that any Monthly Product Sale Adjustment is due, it will  include  its  calculation  of  such  amount  in  the  documentation  provided  to  the Company for the relevant period pursuant to Section 10.2 and such Monthly Product Sale Adjustment shall be incorporated as a component of the Monthly True-up Amount due







for such period which, if due to the Company, shall be expressed as a positive number and, if due to Aron, shall be expressed as a negative number; and


(d)       As used herein:


(i)        “Aggregate  Receipts”  shall  mean,  for  any  Product  Group  and relevant period, the sum of (x) the actual aggregate purchase value invoiced by Aron for all quantities of such Product Group that Aron delivered during such period (without giving effect  to  any offsetting Excluded Transactions) under Product Purchase Agreements with  Customers and  under Company Purchase Agreements with Company Purchasers (as defined in the Marketing and Sales Agreement)  and  (y)  for  any  Excluded  Transaction  executed  pursuant  to Section 2.2(d)] and 2.2(c) of the Marketing and Sales Agreement, the aggregate purchase  price  that  would  have  been  payable  under  the  proposed  Product Purchase Agreement in connection with which such Excluded Transaction was executed;


(ii)       “Index Value” shall mean, for any Product Group and relevant period, the product of (A) the sum of the aggregate quantity of barrels of such Product Group sold during such period (without giving effect to any offsetting Excluded Transactions) under Product Purchase Agreements and Company Purchase Agreements and the quantity of sales for such period covered by clause (y) of the definition of Aggregate Receipts, multiplied by (B) the Long Product FIFO Price for that Product Group and period.


7.6      Monthly Cover Costs.   If, for any month (or portion thereof), Aron reasonably determines that, as a result of the Company’s failure to produce the quantities of Product projected under this Agreement or the Company’s failure to comply with its obligations under the Marketing and Sales Agreement, Aron retains insufficient quantities of Product to comply with its  obligations to  any third  parties or the  Company, whether under Product Purchase Agreements, Company Purchase Agreements or Excluded Transactions, and Aron incurs any additional costs and expenses in procuring and transporting Product from other sources for purposes of covering such delivery obligations or the shortfall in the quantity held for its account (collectively, “Monthly Cover Costs”), then the Company shall be obliged to reimburse Aron for such Monthly Cover Costs. If Aron determines that any Monthly Cover Costs are due to it, Aron shall promptly communicate such determination to the Company and, subject to any mitigation of such costs actually achieved by the Company, include the calculation of such amount in the documentation provided to the Company for the relevant period pursuant to Section 10.2 and such  Monthly Cover Costs  shall  be  incorporated as  a  component of  the  Monthly True-up Amount due for such period hereunder.


7.7      Costs Related to Shortfall.   To the extent that Aron is required to cover any shortfall in any Product delivery, whether under a Product Purchase Agreement or Company Purchase Agreement or otherwise, by any inventory it owns and acquires separately from the inventory owned and maintained in connection with this Agreement, any cost or loss incurred by Aron in connection therewith that is not otherwise included as a Cover Cost shall constitute an Ancillary Cost that is to be reimbursed to Aron.







7.8      Monthly Excluded Transaction Fee.  For any barrel of gasoline or diesel delivered by Aron under an Excluded Transaction (net of any purchases under Excluded Transactions), Aron shall be obligated to pay to the Company an amount equal to the applicable Per Barrel Adjustment (as set forth on Schedule K to this Agreement).   For each month, Aron shall determine the net quantities of gasoline and jet fuel delivered during such month under Excluded Transactions and the aggregate amount due under this Section 7.8 as a result of such deliveries (the “Monthly Excluded Transaction Fee”).


ARTICLE 8


PURCHASE AND DELIVERY OF PRODUCTS


8.1      Purchase and Sale of Products.   Aron agrees to purchase and receive from the Company, and the Company agrees to sell and deliver to Aron, the entire Products output of the Refinery from and including the Commencement Date through the end of the Term of this Agreement, at the prices determined pursuant to this Agreement and otherwise in accordance with the terms and conditions of this Agreement.


8.2      Delivery and Storage of Products.


(a)       Unless otherwise agreed by Aron, all Products shall be delivered by the Company to Aron at the Products Delivery Point into the Product Storage Tanks, on an FOB basis.


(b)       Aron shall have exclusive right to store Products in the Product Storage
Tanks as provided in the Storage Facilities Agreement.


8.3      Expected Yield and Estimated Output.


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


(b)       On the Commencement Date and thereafter as set forth on Schedule J to this Agreement, the Company shall, based on the then current Estimated Yield and such other operating factors as it deems relevant, prepare and provide to Aron an estimate of the Product quantities it expects to deliver to Aron during such month (each, a “ Monthly Product Estimate”).


8.4      Delivered Quantities.   For each Delivery Date, the Company shall provide to Aron, by no later than 1:00 p.m., CPT on the next Business Day (except (i) in the case of Friday and Saturday, then by the following Monday and (ii) in the case of Sunday and Monday, then by the following Tuesday), meter tickets and/or meter readings and tank gauge readings confirming the Measured Product Quantity in each Product Storage Tank for each Product delivered during that Delivery Date.







8.5      Title and Risk of Loss.   Title and risk of loss to Products shall pass from the Company to Aron as Products pass the Products Delivery Point.  Aron shall retain title through the Included Product Pipelines and in the Included Third Party Storage Tanks.  Title and risk of loss to Products shall pass from Aron to the Company as Products pass at the Products Offtake Point.


8.6      Product  Specifications.  The  Company agrees  that  all  Products  sold  to  Aron hereunder shall conform to the respective specifications set forth on Schedule A or to such other specifications as are from time to time agreed upon by the Parties.


8.7      Purchase Price of Products.  The per unit price for each type of Product sold to Aron  hereunder shall  equal  the  Long  Product  FIFO  Price  specified  for  such  Product  (the “Product Cost”), subject to application of the relevant prices as provided on Schedule B and calculation of the Monthly Product True-up Amount as provided for on Schedule C.


8.8      [Reserved.]


8.9      Transportation, Storage and Delivery of Products.


(a)       Aron shall have the exclusive right to inject, store and withdraw Products in the Products Storage Tanks as provided in the Storage Facilities Agreement.


(b)       Pursuant to the Required Storage and Transportation Arrangements, Aron shall have the exclusive right to inject (except for such injections by the Company otherwise contemplated hereby), store, transport and withdraw Products in and on the Included Product Pipelines and the Included Third Party Storage Tanks to the same extent as the Company’s rights to do so prior to the implementation of the Required Storage and Transportation Arrangements.


8.10    Material Product Grade Changes.  If either the Company or Aron 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, then the Company and Aron will 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 Parties for the relative costs and benefits to each of the price differences between the prior price indices and the amended price indices.


8.11    Certain Regulatory Matters.  If Aron shall determine, in its sole judgment, that as a result of any law or regulation or interpretation thereof (or compliance by it with any request, guideline or directive) it is not permitted to hold or own asphalt or it would, were it to continue to hold or own asphalt, be or likely to be subject to additional or increased burdens or costs, then it shall notify the Company in writing of such determination and specify in such notice a date (the “Asphalt Transfer Date”) upon which the Company shall purchase from Aron all asphalt then held by Aron in any of the Product Storage Facilities at a per Barrel purchase price equal to the applicable price listed on Schedule B hereto; provided that if the basis for giving such notice is that Aron is or likely may be subject to additional or increased burdens or costs, then such Asphalt Transfer Date shall occur no earlier than 6 months after the date such notice is given and to the extent that Aron incurs any such additional or increased burdens or costs after such notice







and prior to such Asphalt Transfer Date, such additional or increased burdens or costs shall constitute Ancillary Costs hereunder; provided, however, that the Company may give notice to Aron of the acceleration of the Asphalt Transfer Date to an earlier date, with such earlier date occurring no  less  than  three  (3)  months  following    the  date  of  the  Company’s notice  of acceleration.   Aron shall estimate the volume of such asphalt and aggregate purchase price therefor and such aggregate estimated purchase price shall be payable to Aron as part of the Interim Payment due on such date.  Thereafter, Aron shall promptly determine the volume of such asphalt and the aggregate definitive purchase price therefor (which to the extent applicable will reflect the application of the monthly true up calculations pursuant to Schedule C hereto) and to the extent such aggregate definitive purchase price differs from such aggregate estimated purchase price, the difference shall be included as an adjustment to the first Interim Payment due following the determination of such aggregate definitive purchase price.  In addition, from and after the Asphalt Transfer Date, asphalt shall no longer constitute a Product for purposes of this Agreement or any of the other documents related hereto and, to the extent reasonably requested by Aron, the parties shall make such further amendments to this Agreement and such other documents are may be necessary to reflect the removal of asphalt from the definition of Products.


ARTICLE 9


ANCILLARY COSTS; MONTH END INVENTORY; CERTAIN DISPOSITIONS; TANK MAINTENANCE


9.1      Ancillary Costs.


(a)       From time to time, Aron shall estimate Ancillary Costs it expects to incur with respect to each day occurring during any month.  As provided in Section 10.1, Aron shall include such daily estimate of Ancillary Costs in the determination of the Interim Payments due with respect to each day in such month.


(b)       Without limiting the foregoing, the Company agrees to reimburse Aron for all Ancillary Costs incurred by Aron.  Such reimbursement shall occur from time to time upon demand of Aron to the Company. When making such demand, Aron shall promptly provide the Company with copies of any relevant invoices for Ancillary Costs incurred by Aron.   All refunds or adjustments of any type received by Aron related to any Ancillary Costs  shall  be  reflected  in  the  Monthly True-up  Amount  as  provided  in Section 10.2 below.


9.2      Month End Inventory.


(a)       As of 11:59:59 p.m., CPT, on the last day of each month, the Company shall apply the Volume Determination Procedures to the Crude Storage Facilities and the Product Storage Facilities, and based thereon shall determine for such month (i) the aggregate volume of Crude Oil held in the Crude Storage Tanks at that time, plus the Crude Oil Linefill at that time (the “Actual Month End Crude Volume”) and (ii) for each Product, the aggregate volume of such Product held in the Product Storage Tanks at that time, plus the aggregate volume of such Product held in the Included Third Party Storage Tanks at that time, plus the Product Linefill for such Product at that time (each, an







“Actual Month End Product Volume”).  The Company shall notify Aron of the Actual
Month End Crude Volume and each Actual Month End Product Volume by no later than
5:00 p.m., CPT 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 Aron by the fifteenth (15th) day after the end of such month.


(b)       Aron may, or may have Supplier’s Inspector, witness all or any aspects of the Volume Determination Procedures as Aron shall direct.  If, in the judgment of Aron or Supplier’s Inspector, the Volume Determination Procedures have not been applied correctly, then the Company will cooperate with Aron, or Supplier’s Inspector, to ensure the correct application of the Volume Determination Procedures, including making such revisions to the Actual Month End Crude Volume and any Actual Month End Product Volume as may be necessary to correct any such errors.


9.3      Calculation of Sales.


(a)       For any month, the “Net Crude Sales Volume” shall equal (A) the sum of (1) the Actual Month End Crude Volume for the prior month plus (2) the Monthly Crude Receipts for such month, minus (B) the Actual Month End Crude Volume for such month.


(b)       For any month, and for each Pricing Group (as defined on Schedule P), the “Net Product Sales Volume” shall equal (A) the sum of (1) the Actual Month End Product Volume for such month plus (2) the Monthly Product Sales for such month, minus (B) the Actual Month End Product Volume for the prior month.


9.4      Disposition Following Force Majeure.


(a)       Notwithstanding anything to the contrary, if Aron decides or is required, due to an event of Force Majeure affecting either Party or otherwise, to sell to any unrelated third parties, in arm’s length transactions, any quantities of Crude Oil that, based on the then current Monthly Crude Forecast or Weekly Projection, Aron would reasonably have expected to have sold to the Company (any quantity of Crude Oil so disposed of by Aron being referred to as a “Disposed Quantity”), then the Company shall be obligated to pay to Aron an amount equal to the difference between the price at which such  Disposed Quantity would have been  sold  to  the  Company, minus the  amount realized in the sale to a third party (the “Disposition Amount”).  In no event shall the Disposed Quantity exceed the aggregate amount of Crude Oil that the Company would have been  expected  to  purchase based  on  their  current  Monthly Crude Forecast  or Weekly Projection for the period during which the Company is unable to take delivery of Crude Oil as the result of the Force Majeure event or otherwise.


(b)       In connection with its selling any Disposed Quantity, Aron shall promptly determine the Disposition Amount and issue to the Company an invoice for such amount. The Company shall pay to Aron the invoiced amount no later than the second Business Day after the date of such invoice.   If, in connection with the sale of any Disposed







Quantity, the Disposition Amount is a negative number, then Aron shall pay the amount of such excess to the Company no later than the second Business Day after the date of such invoice.


9.5      Tank Maintenance.


(a)       Promptly after  the  Company completes  its  annual  business plan  with respect to any year, it shall notify Aron of any tank maintenance contemplated with respect to such year that would result in any Crude Storage Tank, Product Storage Tank or Duncan Storage Tank being unavailable for use by Aron.  The Company immediately shall notify Aron orally (followed by prompt written notice) of any previously unscheduled downtime or maintenance of any Crude Storage Tank, Product Storage Tank or Duncan Storage Tank and its expected duration.


(b)       The Company shall give Aron at least two (2) months’ prior written notice of any maintenance that the Company intends to conduct on any of the Crude Storage Tanks, Product Storage Tanks or Duncan Tanks that would result in such storage tank being taken out of service (“Tank Maintenance”).  The Parties agree to cooperate with each other in establishing the start date for any such maintenance so as to not unnecessarily interfere with any of Aron’s purchase or sale commitments or to otherwise accommodate, to the extent reasonably practicable, other commercial or market considerations that Aron deems relevant.


(c)       In  connection with any Tank Maintenance, the  Parties shall promptly consult and endeavor to agree on adjusted inventory minimum and maximum levels and other appropriate adjustments hereunder that are to apply during the period of such Tank Maintenance.


(d)       The Company agrees that it will use its best efforts, consistent with good industry standards and practices, to complete (and to cause any third parties to complete) any Tank Maintenance as promptly as practicable.   The Company shall provide Aron with an initial estimate of the period of any Tank Maintenance and shall regularly update Aron as to the progress of such Tank Maintenance.  If, the Company determines that the expected completion date for Tank Maintenance has or is likely to change by thirty (30) days or more, it shall promptly notify Aron of such determination.


(e)       If  as  a  result  of  Tank  Maintenance  and/or  any  unscheduled  events resulting in the loss of tank availability, an aggregate volume of more than three hundred thousand (300,000) Barrels (based on shell capacity) of the storage tanks included in the Included Locations has ceased to be available for any period of at least ninety (90) consecutive days, then (i) the Company shall be obligated to reimburse Aron for any loss, costs and damages incurred or realized by Aron as a result of its maintaining, terminating or obtaining any Related Hedges in connection with such change in the Operational Volume Range and (ii) the Level Two Fee shall automatically be changed to equal the Second Level Two Fee set forth in the Fee Letter.  Upon restoration of tanks to service such that less than three hundred thousand (300,000) Barrels (based on shell capacity) of the storage tanks included in the Included Locations are unavailable, the reimbursement







obligation set forth in (i) above shall cease and the fee shall automatically revert from the Second Level Two Fee to the Level Two Fee, as each is set forth in the Fee Letter; provided that the Company shall be obligated to reimburse Aron for any loss, costs and damages incurred or realized by Aron as a result of its maintaining, terminating or obtaining any Related Hedges in connection with the restoration of such tank capacity.


ARTICLE 10


PAYMENT PROVISIONS


10.1    Interim Payments.


(a)       For each day, Aron will calculate a provisional payment (each an “Interim Payment”) by applying the applicable Daily Prices to the Estimated Daily Net Crude Sales and Estimated Daily Net Product Sales for that day, plus an estimate of Ancillary Costs for such day to the extent not directly invoiced to the Company, in the manner illustrated on Schedule G and subject to the following terms and conditions:


(i)        in determining the Estimated Daily Net Crude Sales or Estimated Daily Net Product Sales for any calendar day, Aron shall use the inventory data reported by the Company on the immediately preceding day if such data are available;


(ii)       if such prior day’s inventory data are not available, but inventory data have been reported by the Company on any day within two (2) Business Days preceding such calendar day, then Aron shall use the most recently available reported inventory data from such two (2) Business Day period; and


(iii)     if inventory data have not been reported on any day within such two  (2)  Business Day period, Aron  will  use  the  inventory data  for  the  day occurring during the thirty (30) day period preceding such calendar day that results in the largest Estimated Daily Net Crude Sales or the smallest Estimated Daily Net Product Sales (as the case may be);


provided that, if Aron determines an Interim Payment using any inventory data covered by clause (ii) or (iii) above or determines that any inventory data it has used in such determination was inaccurate, then Aron may, at its option, adjust future Interim Payments (no more often than once per calendar week) to take account of any corrected inventory data or any inventory data that, if available, would have complied with clause (i) above.


(b)       With respect to the Estimated Daily Net Crude Sales and Estimated Daily
Net Product Sales,


(i)        The inventory data to be used in determining each shall include the
Best Available Inventory Data.


(ii)       The  Company shall,  at  the  end  of  each  day,  provide to  Aron inventory reports in the form set forth on Schedule U, showing the quantity of







Crude Oil held in Crude Storage Tanks and the quantities of Products held in
Product Storage Tanks; and


(iii)     Aron shall throughout any month, apply the  Gross/Net Factors from the most recent prior month that are available as of the beginning of such month.


(c)       For the purposes hereof,


(i)        “Estimated  Daily  Net  Crude  Sales”  for  any  day  shall  be  the estimate for that day of the Crude Oil volume that equals (x) the aggregate volume of Crude Oil held in the Crude Storage Tanks at the beginning of such day plus the Crude Oil Linefill at the beginning of the second month prior thereto, plus (y) the Daily Crude Storage Receipts for such day, minus (z) the aggregate volume of Crude Oil held in the Crude Storage Tanks at the end of such day plus the Crude Oil Linefill at the end of the second month prior thereto;


(ii)       “Estimated Daily Net Product Sales” for any day and Product shall be the estimate for that day of the Product volume that equals (x) the aggregate volume of such Product held in the Product Storage Tanks at the end of such day, plus the aggregate volume of such Product held in the Included Third Party Storage Tanks at the end of such day, plus the Product Linefill at the end of such day, plus (y) the Daily Product Sales of such Product for such day, minus (z) the aggregate volume of such Product held in the Product Storage Tanks  at  the beginning of such day, plus the aggregate volume of such Product held in the Included Third Party Storage Tanks at the beginning of such day, plus the Product Linefill at the beginning of such day; and


(iii)     “Gross/Net Factors” mean for any month the calculations used to adjust volumes for temperature and BS&W.


(d)       For each day, Aron shall determine the Estimated Daily Net Crude Sales and Estimated Daily Net Product Sales, in a commercially reasonable manner based on the inventory data and otherwise in the manner contemplated by this Section 10.1 and Schedule G, and to the extent it deems appropriate taking into account such other data as may be relevant to the determination of such estimates.


(e)       [Reserved.]


(f)       The Company shall be obligated to pay Interim Payments to Aron as follows: if Aron advises the Company of an Interim Payment on any Business Day, then payment shall be due from the Company on the following Business Day.


(g)       For any Business Day, the Interim Payment to be determined and advised by Aron shall be the Interim Payment for that day, provided that if such Business Day is followed by one or more non-Business Days (whether weekends or Bank Holidays), then Aron shall determine and advise to the Company the Interim Payment for that Business Day as well as the Interim Payment each of such following non-Business Days and all







such Interim Payments shall be due on the same day in accordance with Section 10.1(e)
above.


(h)       Notwithstanding anything herein to the contrary, with respect to Interim
Payments for March 2011, the Parties agree as follows:


(i)        Aron shall calculate Interim Payments for such month assuming an equal and ratable number of Barrels of Crude Oil delivered on each day during such month, based on an aggregate number of Barrels of Crude Oil delivered in such month equal to (A) (i) the number of Barrels contracted for delivery under Procurement Contracts for such month minus (ii) the difference between the sum of the March month-end inventory targets (for all Crude Oil and Products combined) and  the  sum  of  the  initial  month-end inventory targets  as  of  the Commencement Date as set forth on Schedule I (for all Crude Oil and Products combined) divided by (B) the number of days in the month of March.   Daily Product Sales will be deemed to be zero throughout March 2011.   Estimated Ancillary Costs shall be incorporated into such calculation of such Interim Payments in the same manner as contemplated under Section 10.1(a) above;


(ii)       For each day in March 2011, the Daily Price for Crude Oil will be equal to the closing price on the most recent prior trading day for the prompt NYMEX WTI futures contract, adjusted for the weighted average differentials under the Procurement Contracts;


(iii)     the  first  ten  million  dollars  ($10,000,000) in  the  aggregate  of Interim Payments shall be deferred so that such payments shall not be required to be paid under Section 10.1, and such aggregate ten million dollars ($10,000,000) shall be excluded from the Monthly True-up Amount calculation under Section
10.2 (such aggregate ten million dollars ($10,000,000) shall be referred to as the
“Deferred Interim Payment Amount”); and


(iv)      the Deferred Interim Payment Amount shall not be due from the Company to Aron until the Termination Date hereunder, as which time such amount shall be due and payable in full (unless payment of such amount is accelerated under Article 18).


10.2    Monthly True-up Amount.


(a)       Aron will use commercially reasonable efforts to provide to the Company, within  fifteen  (15)  Business  Days  after  the  end  of  any  month,  a  calculation  and appropriate documentation to support such calculation for such month for a monthly true- up payment (the “Monthly True-up Amount”).  The Monthly True-up Amount for any month shall be equal to:


(i)        the Monthly Crude Oil True-up Amount (as defined in Schedule
C); plus







(ii)       the Aggregate Monthly Product True-up Amount (as defined in
Schedule C), minus


(iii)     the Ancillary Costs for such month, plus


(iv)      the Monthly Excluded Transaction Fee, plus (v)       the Monthly Product Sales Adjustment, minus (vi)      the Monthly Cover Costs, plus
(vii)     the Monthly Working Capital Adjustment, plus


(viii)   any other amount then due from Aron to the Company under this
Agreement or any other Transaction Document, minus


(ix)      any other amount then due from the Company to Aron under this
Agreement or any other Transaction Document.


If the Monthly True-up Amount is a positive number, such amount shall be due from Aron to the Company, and if the Monthly True-up Amount is a negative number, then the absolute value thereof shall be due from the Company to Aron.  The Company shall pay any Monthly True-up Amount due to Aron within two (2) Business Days after the Company’s receipt of the monthly invoice and all related documentation supporting the invoiced amount.   Aron shall pay any Monthly True-up Amount due to the Company within two (2) Business Days after making its definitive determination of such amount.


(b)       For purposes of determining the amounts due under clauses (i) and (ii) of Section 10.2(a), the definitions and formulas set forth in Schedule C shall apply and for purposes  of  determining  the  amount  due  under  clause  (v)  of  Section 10.2(a),  the definitions and formula set forth in Schedule L shall apply.


(c)       For purposes of determining the Monthly Crude Oil True-up Amount for the first month of the Term hereof, and notwithstanding anything to the contrary in Schedule C:


(i)        the “Short Crude FIFO Position” as of the end of the prior month (i.e., February 2011) shall equal the lesser of (x) zero and (y) the Commencement Date Crude Oil Volume minus the Target Month End Crude Volume as of the Commencement Date;


(ii)       the “Long Crude FIFO Position” as of the end of the prior month shall equal the greater of (x) zero and (y) the Commencement Date Crude Oil Volume minus the Target Month End Crude Volume as of the Commencement Date; and


(iii)     the “FIFO Sale Price from Prior Month” shall equal the “Step-in
Price” for Crude Oil as determined pursuant to Schedule B.







(d)       For the purposes of determining each Monthly Product True-up Amount for the first month of the Term hereof, and notwithstanding anything to the contrary in Schedule C:


(i)        the “Short Product FIFO Position” as of the end of the prior month (i.e., February 2011) for a particular Product Group shall equal the lesser of (x) zero and (y) the Commencement Date Product Volume for that Product Group minus the Target Month End Product Volume as of the Commencement Date for that Product Group;


(ii)       the “Long Product FIFO Position” as of the end of the prior month shall equal the greater of (x) zero and (y) the Commencement Date Product Volume for that Product Group minus the Target Month End Product Volume as of the Commencement Date for that Product Group; and


(iii)     the “Product FIFO Purchase Price from Prior Month” shall equal the “Step-in Price” for such Product Group as determined pursuant to Schedule B.


10.3    Annual Fee.    As  additional consideration for  the  arrangements contemplated hereby, the Company agrees to pay to Aron the Annual Fee for each twelve (12) month period during the Term, to be paid in arrears, in equal quarterly installments on June 1, September 1, December 1 and March 1 of each year, and the Termination Date.   The Annual Fee shall be prorated for any periods of less than a full three months.


10.4    Invoices.


(a)       Invoices shall be prepared and submitted in accordance to Schedule J.


(b)       If the Company in good faith disputes the amount of any invoice issued by Aron relating to any amount payable hereunder (including Interim Payments, Monthly True-up Amounts or Ancillary Costs), it nonetheless shall pay Aron the full amount of such invoice by the due date and inform Aron in writing of the portion of the invoice with which it disagrees and why; provided that, to the extent that the Company promptly informs Aron of a calculation error that is obvious on its face, the Company shall pay Aron the undisputed amounts and 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 not owe some or all of the disputed amount or as may be determined by a court pursuant to Article 23, Aron shall return such amount to the Company, together with interest at the Fed Funds Rate from the date such amount was paid, 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, Aron will issue a corrected invoice and any residual payment that would be required thereby will be made by the appropriate Party within two (2) Business Days.  To the extent that the Existing Procurement Contract permits disputed amounts  to  be  retained  pending  resolution  of  disputes,  the  Parties  agree  to  permit disputed amounts to be retained hereunder on the same terms, notwithstanding anything hereunder to the contrary.







10.5    Other  Feedstocks.     If  Aron  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 Sections 10.1 and 10.2 above.


10.6    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 Aron.


10.7    Payment in  Full in Same Day Funds.   All payments to be made under this Agreement shall be made by telegraphic 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. Except as expressly provided in this Agreement, all payments shall be made in full without discount, offset, withholding, counterclaim or deduction whatsoever for any claims which a Party may now have or hereafter acquire against the other Party, whether pursuant to the terms of this Agreement or otherwise.


ARTICLE 11


INDEPENDENT INSPECTORS; STANDARDS OF MEASUREMENT


11.1    Aron shall be entitled to have Supplier’s Inspector 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.


11.2    In addition to its rights under Section 11.1, Aron may, from time to time during the Term of this Agreement, upon reasonable prior notice to the Company, at Aron’s own cost and expense, have Supplier’s Inspector conduct surveys and inspections of any of the Storage Facilities  or  observe  any  Crude  Oil  or  Product  transmission,  handling,  metering  or  other activities being conducted at such Storage Facilities or the Delivery Points; provided that such surveys, inspections and observations shall not materially interfere with the ordinary course of business being conducted at such Storage Facilities or the Refinery.


11.3    In the event that recalibration of meters, gauges or other measurement equipment is requested by Aron 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 Aron.


11.4    Standards of Measurement.  All quantity determinations herein will 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 Feedstocks and Table 6B of ASTM-IP for Products).







ARTICLE 12


FINANCIAL INFORMATION; CREDIT SUPPORT; AND ADEQUATE ASSURANCES


12.1    Provision of Financial Information.  The Company shall provide Aron (i) within ninety (90) days following the end of each of its fiscal years, (a) a copy of the annual report, containing audited consolidated financial statements of Alon USA Energy, Inc. and its consolidated  subsidiaries  for  such  fiscal  year  certified  by  independent  certified  public accountants and (b) the balance sheet, statement of income and statement of cash flow of the Company for such fiscal  year, as reviewed by the Company’s independent certified public accountants, and (ii) within forty five (45) days after the end of its first three fiscal quarters of each fiscal year, a copy of the quarterly report, containing unaudited consolidated financial statements Alon USA Energy, Inc. and its consolidated subsidiaries for such fiscal quarter; provided that so long as Alon USA Energy, Inc. 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 will not be required to provide such annual or quarterly financial reports of Alon USA Energy, Inc. to Aron.


12.2    Additional Information.


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


(b)       From time to time, upon reasonable request by Aron, the Company shall obtain and provide to Aron an estoppel certificate from the Landlord (as defined in the Master Lease) confirming that there are no defaults thereunder and that the Master Lease continues to be in full force and effect.


12.3    Notification of Certain Events.  The Company shall notify Aron within one (1) Business Day after learning of any of the following events:


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


(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).


(c)       An early termination of or any notice of “event of default” under any Base
Agreement.


12.4    Credit Support.  As security for the prompt and complete payment of all amounts due or that may become due from the Company to Aron and the performance by the Company of







all covenants and obligations to be performed by it pursuant to this Agreement, all outstanding transactions hereunder and any other documents, instruments or agreements executed in connection therewith (collectively, the “Obligations”), the Company hereby pledges, assigns, conveys and transfers to Aron as margin, and hereby grants to Aron a present and continuing security interest in and to, and a general first lien upon and right of set off against, U.S. dollars in an amount equal to five percent (5%) of the Definitive Commencement Date Value (the “ Initial Margin 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  until  the Definitive Commencement Date Value is determined pursuant to the Inventory Sales Agreement, the Company shall provide as margin hereunder an amount equal to five percent (5%) of the Estimated Commencement Date Value and such amount shall constitute the  Initial  Margin Amount prior to such determination.   As of the Commencement Date, the Company shall transfer  to  Aron  the  Initial  Margin  Amount.    Within  two  (2)  Business  Days  after  the determination of the Definitive Commencement Date Value, either the Company shall transfer such additional U.S. dollars to Aron, or Aron shall release to the Company such U.S. dollars from the amount previously provided, so that the aggregate amount of margin then held by Aron under this Section 12.4 equals the Initial Margin Amount as then in effect.  The Company agrees that for the duration of the Term, it shall maintain such Initial Margin Amount and take such action as Aron reasonably requests in order to perfect Aron’s continuing security interest in, and lien on (and right of setoff against), such amount.  Notwithstanding the provisions of applicable law, if no Event of Default has occurred and is continuing with respect to Aron, then Aron shall have the right to sell, pledge, rehypothecate, assign, invest, use, commingle or otherwise use in its business all or any portion of the Initial Margin Amount that it holds hereunder, 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 12.4 shall limit any rights of Aron under any other provision of  this  Agreement, including without limitation, under  Section 12.5  or Article 18 below.


12.5    Adequate Assurances.  If, during the Term of this Agreement, a Material Adverse Change has occurred with respect to the Company and is continuing, then Aron may notify the Company thereof and demand in writing that the Company provide to Aron adequate assurance of the Company’s ability to perform its obligations hereunder.   Such adequate assurance (th e “Adequate Assurance”) may take the form of a prepayment from the Company to Aron in such amount as Aron reasonably deems sufficient, a provision of additional credit support in the form of letters of credit, third party guaranties and/or collateral security in such forms and amount and provided by such parties as Aron reasonably deems sufficient or such other form of assurance as Aron reasonably deems sufficient, in each  case taking into account such Material Adverse Change.   If such adequate assurance is not received within ten (10) Business Days after such demand by Aron, then such failure shall constitute an Event of Default by the Company under clause (h) of Section 18.1.


ARTICLE 13


REFINERY TURNAROUND, MAINTENANCE AND CLOSURE


13.1    The Company shall promptly notify Aron in writing of the date for which any maintenance or turnaround at the Refinery has been scheduled, or any revision to previously







scheduled maintenance or turnaround, which may affect receipts of Crude Oil at the Refinery or the Storage Facilities, the processing of Crude Oil in the Refinery or the delivery of Products to Aron or by Aron to the Company or any third parties; provided that, (i) promptly after the Company completes its annual business plan with respect to any year, it shall notify Aron of any such maintenance or turnaround contemplated with respect to such year and (ii) the Company shall give Aron at least two (2) months’ prior written notice of any such scheduled maintenance or turnaround.


13.2    The Company immediately shall notify Aron orally (followed by prompt written notice) of any previously unscheduled downtime, maintenance or turnaround and its expected duration.


13.3    In the event of a scheduled shutdown of the Refinery, the Company shall, to the extent feasible, complete processing of all Crude Oil being charged to, processed at or consumed in the Refinery at that time.


ARTICLE 14


TAXES


14.1    The Company shall pay and indemnify and hold Aron harmless against, the amount of all sales, use, gross receipts, value added, severance, valorem, excise, property, spill, environmental, transaction-based, or similar taxes, duties and fees, howsoever designated (each, a  “Tax” and collectively, “Taxes”) regardless of the taxing authority, and all penalties and interest thereon, paid, owing, asserted against, or incurred by Aron directly or indirectly with respect to the Crude Oil procured and sold, and the Products purchased and resold, and other transactions contemplated hereunder to the greatest extent permitted by applicable law; in the event that the Company is not permitted to pay such Taxes, the amount due hereunder shall be adjusted such that the Company shall bear the economic burden of the 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 Aron.  To the extent Aron 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 Aron with a certificate of exemption.  Aron shall be responsible for all taxes imposed on Aron’s net income.


14.2    If the Company disagrees with Aron’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 in its own name, subject to its agreeing  to  indemnify  Aron  for  the  entire  amount  of  such  contested  Tax  (including  any associated interest and/or late penalties) should such Tax be deemed applicable. Aron agrees to reasonably cooperate with the Company, at the Company’s cost and expense, in the event the Company determines to contest any such Taxes.







14.3    The Company and Aron 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 Aron with respect to such asserted liability shall be under Aron’s direction, but the Company shall be consulted.  Any legal proceedings or any other action against the Company with respect to such asserted liability shall be under the Company’s direction, but Aron shall be consulted.  In any event, the Company and Aron shall fully cooperate with  each  other as  to  the  asserted liability.    Each  Party shall  bear all  the reasonable costs of any action undertaken by the other at the Party’s request.


14.4    Any other  provision of  this  Agreement  to  the  contrary notwithstanding, this Article 14 shall survive until ninety (90) days after the expiration of the statute of limitations for the assessment, collection, and levy of any Tax.


ARTICLE 15


INSURANCE


15.1    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, or otherwise equivalent in respect of the Company’s properties and operations:


(a)       Property damage coverage on an “all risk” basis in an amount sufficient to cover the market value or potential full replacement cost of all Crude Oil to be delivered to the Company at the Crude Delivery Point and all Products to be delivered to Aron at the Products Delivery Point.   In the event that the market value or potential full replacement cost of all Crude Oil and Products exceeds the insurance limits available or the insurance limits available at commercially reasonable rates in the insurance marketplace, the Company will maintain the highest insurance limit available at commercially reasonable rates;  provided, however, that  the  Company will  promptly notify Aron of the Company’s inability to fully insure any Crude Oil and Products and provide full details of such inability.  Such policies shall be endorsed to name Aron as a loss payee with respect to any of Aron’s Crude Oil or Product in the care, custody or control of the Company.  Notwithstanding anything to the contrary herein, Aron, may, at its option and expense, endeavor to procure and provide such property damage coverage for the Crude Oil  and  Products; provided that,  to  the extent any such insurance is duplicative with insurance procured by the Company, the insurance procured by the Company shall in all cases represent, and be written to be, the primary coverage.


(b)       Comprehensive or commercial general liability coverage and umbrella or excess liability coverage, which includes bodily injury, broad form property damage and contractual liability, products and completed operations liability and “sudden and accidental pollution” liability coverage in the minimum amounts indicated in Schedule F. Such policies shall include Aron as an additional insured with respect to any of Aron’s Crude Oil or Products in the care, custody or control of the Company.







15.2    Additional Insurance Requirements.


(a)       The foregoing policies shall include an endorsement that the underwriters waive all rights of subrogation against Aron.


(b)       The  Company shall  cause  its  insurance carriers  to  furnish Aron  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 of insurance becoming effective.  The Company also shall provide renewal certificates within thirty (30) days before expiration of the policy.


(c)       The mere purchase and existence of insurance does not reduce or release either Party from any liability incurred or assumed under this Agreement.


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


ARTICLE 16


FORCE MAJEURE


16.1    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 hindered 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 has been suspended by reason of an event of Force Majeure, the other Party (the “Non-Affected Party”) likewise may suspend the performance of all or a part of its obligations to the extent that such suspension is commercially reasonable, except for any payment and indemnification obligations.  The Parties acknowledge that if, as a result of a Force Majeure, the Company were to suspend its receipt and/or processing of Crude Oil, then Aron would be entitled to suspend, to a comparable extent, its purchasing of Products.


16.2    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 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.


16.3    In the event the Affected Party’s performance is suspended due to an event of Force Majeure in excess of thirty (30) consecutive days after the date that notice of such event is given, 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 19.


16.4    If any Affected Obligation is not terminated pursuant to this Article 16 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.


16.5    The Parties acknowledge and agree that the right of Aron to declare a Force Majeure based upon any failure by a Third Party Supplier to deliver Crude Oil under a Procurement Contract is solely for purposes of determining the respective rights and obligations as between Aron and the Company with respect to any Crude Oil delivery affected thereby, and any such declaration shall not excuse the default of such Third Party Supplier under one or more Procurement Contracts.    Any claims  that  Aron  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.


16.6    If at anytime 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 Included Crude Pipeline, Included Product Pipeline or Included Third Party Storage Tanks cease, in whole or in part, to be available to Aron pursuant to the Required Storage and Transportation Arrangements, and the foregoing is a result of or attributable to any owner or operator of the Included Crude Pipeline, Included Product Pipeline or Included Third Party Storage 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  promptly  use  commercially  reasonable  efforts  to establish for Aron’s benefit alternative and/or replacement storage and transportation arrangements no less favorable to Aron (in Aron’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 Aron 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 becoming Bankrupt.







ARTICLE 17


REPRESENTATIONS, WARRANTIES AND COVENANTS


17.1    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(12) of the
Commodity Exchange Act, as amended.


(b)       It is a “forward contract merchant” in respect of this Agreement and 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 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 and the performance of its obligations thereunder and the consummation of the transactions contemplated thereby do not violate or conflict with any Applicable Law, 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.


(f)       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.


(g)       Its obligations under the Transaction Documents 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, 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 this Agreement 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.


(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  preclude  or  hinder  its 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 of Crude Oil or Products hereunder who is entitled to any compensation with respect thereto.


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


17.2     Company’s Representations and Covenants.


(a)       The  Company  has  delivered  true  and  complete  copies  of  the  Base Agreements and Required Storage and Transportation Arrangements and all amendments thereto to Aron.


(b)       The  Company  shall  in  all  material  respects  continue  to  perform  its obligations under and comply with the terms of the Base Agreements and Required Storage and Transportation Arrangements.


(c)       The Company shall maintain and pursue diligently all 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.


(d)       The Company shall not modify, amend or waive rights arising under the
Base Agreements or Required Storage and Transportation Arrangements without the







prior written consent of Aron; provided, however, that if the Company provides Aron with  notice,  the  Company may make  such  modifications or  amendments, including extensions or elections under any of the foregoing, that do not adversely affect Aron’s rights thereunder or otherwise interfere with Aron’s rights to use the Pipeline Systems and Included Third Party Storage Tanks subject thereto without the prior written consent of Aron.


(e)       The Company shall not cause or permit any of the Crude Oil or Products held at the Included Locations to become subject to any liens or encumbrances.


(f)       The Company represents and warrants that the Storage Facilities have been maintained, repaired, inspected and serviced in accordance with good and prudent industry standards and are in good working order and repair in all respects.


(g)       In the case of any Bankruptcy with respect to the Company, and to the extent permitted by applicable law, the Company intends that (i) Aron’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) Aron 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)       The Company agrees that it shall have no interest in or the right to dispose of, and shall not permit the creation of, or suffer to exist, any security interest, lien, encumbrance, charge or other claim of any nature with respect to, any quantities of Crude Oil prior to the delivery thereof by Aron to the Company at the Crude Delivery Point or any quantities of Products after delivery thereof to Aron at the Products Delivery Point (collectively, “Aron’s Property”).  The Company authorizes Aron to file at any time and from time to time any Uniform Commercial Code financing statements describing the quantities of Aron’s Property  subject to this Agreement and Aron’s ownership thereof and title thereto, and the Company shall execute and deliver to Aron, and the Company hereby authorizes Aron to file (with or without 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 Aron, as Aron may reasonably request, to provide public notice of Aron’s ownership of and title to the quantities of Aron’s Property subject to this Agreement and to otherwise protect Aron’s interest therein.


17.3    Acknowledgment.   The Company acknowledges and agrees that (1) Aron is a merchant of Crude Oil and may, from time to time, be dealing with prospective counterparties, or pursuing trading or hedging strategies, in connection with aspects of Aron’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) Aron 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 Aron may, in its  discretion,  determine  not  to  pursue  such  transaction  or  to  pursue  such  transaction  in connection with another aspect of Aron’s business and Aron shall have no liability of any nature to the Company as a result of any such determination, (3) Aron has no fiduciary or trust obligations of any nature with respect to the Refinery or the Company or any of its Affiliates, (4) Aron 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 Aron, 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.


ARTICLE 18


DEFAULT AND TERMINATION


18.1    Events of Default.  Notwithstanding any other provision of this Agreement, the
occurrence of any of the following shall constitute an “Event of Default”:


(a)       Either  Party  fails  to  make  payment  when  due  (i)  under  Article  10, Article 19 or any Company Purchase Agreement within one (1) Business Day after a written demand therefor or (ii) under any other provision hereof or any other Transaction Document within five (5) Business Days; or


(b)       Other than a default described in Sections 18.1(a) and 18.1(c), either Party fails to perform any material obligation or covenant to the other under this Agreement or any other Transaction Document, which is not cured to the reasonable satisfaction of the other Party (in its sole discretion) within ten (10) Business Days after the date that such Party receives written notice that such obligation or covenant has not been performed; or


(c)       Either Party breaches any material representation or material warranty made or repeated or deemed to have been made or repeated by the 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


(d)       Either Party becomes Bankrupt; or


(e)       Either  Party  or  any  of  its  Designated  Affiliates  (1)  defaults  under  a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, there occurs a liquidation of, an acceleration of obligations under, or any early termination of, that Specified Transaction, (2) defaults, after giving effect to any







applicable notice requirement or grace period, in making any payment or delivery due on the last payment, delivery or exchange date of, or any payment on early termination of, a Specified Transaction (or such default continues for at least three (3) Business Days if there is no applicable notice requirement or grace period) or (3) disaffirms, disclaims, repudiates or rejects, in whole or in part, a Specified Transaction (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf); or


(f)       ARKS fails to perform or otherwise defaults in any obligation under either the Inventory Sales Agreement or the Step-Out Inventory Sales Agreement or “Event of Default” with respect to ARKS shall occur under the ARKS Supply and Offtake Agreement; or


(g)       (i) The Company fails to perform its obligations under, comply with, or maintain a Base Agreement or the Required Storage and Transportation Arrangements; (ii) there shall occur an “Event of Default” under or early termination of the Master Lease, or (iii) the Company breaches its obligations under Section 17.2(e);


(h)       The Company or any of its Affiliates sells, leases, subleases, transfers or otherwise disposes of, in one transaction or a series of related transactions, all or a material portion of the assets of the Refinery; or


(i)        The Company or any of its Affiliates (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 or  any  of  its  Affiliates  does  not  assume,  in  a  manner satisfactory to Aron, all of the Company’s obligations hereunder and under the other Transaction Documents, or (B) in the reasonable judgment of Aron, the creditworthiness of the resulting, surviving or transferee entity, taking into account any guaranties, is materially weaker than the Company immediately prior to the consolidation, amalgamation, merger or transfer; or


(j)        The Company fails to provide Adequate Assurance in accordance with
Section 11.3; or


(k)       There shall occur either (A) a default, event of default or other similar condition or event (however described) in respect of the Company or any of its Affiliates under one or more agreements or instruments relating to Specified Indebtedness in an aggregate amount of not less than twenty million dollars   ($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 or any of its Affiliates (individually or collectively) in making one or more payments on the due date thereof in an aggregate amount of not less than twenty million dollars ($20,000,000) under such agreements or instruments (after giving effect to any applicable notice requirement or grace period); or







(l)        Either  of  the  Agents  under  the  Revolving  Credit  Agreement  shall disaffirm, disclaim, repudiate or reject, in whole or in part, or challenge the validity of the Acknowledgement and Agreement;


(m)      An “Event of Default” has occurred under either Credit Agreement.


The Company shall be the Defaulting Party upon the occurrence of any of the events described in clauses (f)-(m) (inclusive) above.


18.2    Remedies Upon Event of Default.


(a)       Notwithstanding any other provision of this Agreement, if any Event of Default with respect to the Company, on the one hand, or Aron, on the other hand (such defaulting Party, the “Defaulting Party”) has occurred and is continuing, Aron (where the Company is the Defaulting Party) or the Company (where Aron is the Defaulting Party) (such non-defaulting Party or Parties, the “Non-Defaulting Party”) may, without notice, (i) 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 18.2(c), exercise any rights and remedies provided or available to the Non- Defaulting Party  under  this  Agreement  or  at  law  or  equity,  including all  remedies provided under the Uniform Commercial Code and as provided under this Section 18.2.


(b)       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, immediately and  at  any time(s) thereafter, to terminate this Agreement (and any other contract or agreement that may then be outstanding among the Parties that relates specifically to this Agreement, including any Transaction Document) and, subject to Section 18.2(c), to liquidate and terminate any or all rights and obligations under this Agreement; provided that, in the event Aron is the Non-Defaulting Party, this Agreement shall not be deemed to have terminated in full until Aron shall have disposed of all Crude Oil and Products owned or maintained by Aron in connection herewith.  The Settlement Amount (as defined below) 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 others.  The “Settlement Amount” shall mean the amount, expressed in U.S. Dollars, of losses and costs that are or would be incurred by the Non-Defaulting Party (expressed as a positive number) or gains that are or would be realized by the Non-Defaulting Party (expressed as a negative number) as a result  of  the  liquidation  and  termination  of  all  rights  and  obligations  under  this Agreement.   The determination of the Settlement Amount shall include (without duplication): (w) all reasonable losses and costs (or gains) incurred or realized by the Non-Defaulting Party, as a result of maintaining, terminating or obtaining any Related Hedge, (x) the losses and costs (or gains) incurred or realized by the Non-Defaulting Party in terminating, transferring, redeploying or otherwise modifying any outstanding Procurement Contracts and (y) the losses and costs (or gains) incurred or realized by the Non-Defaulting Party to the extent it elects to dispose of any Crude Oil inventories maintained for purposes of this Agreement.   If the Settlement Amount is a positive







number it shall be due to the Non-Defaulting Party and if it is a negative number, the absolute value thereof shall be due to the Defaulting Party.


(c)       The Settlement Amount shall be determined by the Non-Defaulting Party, acting in good faith, in a commercially reasonable manner.  The Non-Defaulting 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 Non-Defaulting 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 (the last day of which period shall be the “Early Termination Date”).  In calculating the Settlement Amount, the Non- Defaulting 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.


(d)       Without limiting any other rights or remedies hereunder, if an Event of Default has occurred and is continuing and Aron is the Non-Defaulting Party, Aron may, in its discretion, (i) withhold or suspend its obligations, including any of its delivery or payment obligations, under this Agreement, (ii) withdraw from storage any and all of the Crude Oil and/or Products then in the Storage Facilities, (iii) otherwise arrange for the disposition  of  any  Crude  Oil  and/or  Products  subject  to  outstanding  Procurement Contracts and/or the modification, settlement or termination of such outstanding Procurement Contracts in such manner as it elects and (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 the Initial Margin Amount or 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 to Aron.  Aron shall be under no obligation to prioritize the order with respect to which it exercises any one or more rights and remedies available hereunder. The Company shall in all events remain liable to Aron for any amount payable by the Company in respect of any of its obligations remaining unpaid after any such liquidation, application and set off.


(e)       Without limiting any other rights or remedies hereunder, 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 and/or (ii) otherwise arrange for the settlement or termination of the parties’ outstanding commitments hereunder, the sale  in  a  commercially reasonable manner of  Crude Oil  and/or Product for  Aron’s account, and the replacement of the supply and offtake arrangement contemplated hereby with such alternative arrangements as it may procure.


(f)       The Non-Defaulting Party shall set off (i) the Settlement Amount (if due to the Defaulting Party), plus any performance security (including the Initial Margin Amount  or  any  other  margin  or  collateral)  then  held  by  the  Non-Defaulting Party pursuant to the Transaction Documents, plus (at the Non-Defaulting Party’s election) any







or all other amounts due to the Defaulting Party hereunder (including under Article 10), against  (ii)  the  Settlement  Amount  (if  due  to  the  Non-Defaulting Party),  plus  any performance security (including the  Initial  Margin  Amount  or  any  other  margin  or collateral) then held by the Defaulting Party, plus (at the Non-Defaulting Party’s election) any or all other amounts due to the Non-Defaulting Party hereunder (including under Article 10), so that all such amounts 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.


(g)       No delay or failure on the part of the Non-Defaulting Party in exercising any right or remedy to which it may be entitled on account of any Event of Default shall constitute an abandonment of any such right, and the Non-Defaulting Party shall be entitled to exercise such right or remedy at any time during the continuance of an Event of Default.


(h)       The  Non-Defaulting Party’s  rights under this  Section 18.2  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.   The Defaulting Party shall indemnify and hold the Non-Defaulting Party harmless from all reasonable costs and expenses, including reasonable attorney fees, incurred in the exercise of any remedies hereunder.


(i)        If an Event of Default has occurred and is continuing, the Non-Defaulting Party may, without limitation on its rights under this Section 18.2, set off amounts which the Defaulting Party owes to it against any amounts which it owes to the Defaulting Party (whether hereunder, under any other contract or agreement or otherwise and whether or not then due).


(j)        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.


ARTICLE 19


SETTLEMENT AT TERMINATION


19.1    Upon expiration or termination of this Agreement for any reason other than as a result of an Event of Default (in which case the Expiration Date, the Early Termination Date or such other date as the Parties may agree shall be the “Termination Date”), the Parties covenant and agree to proceed as provided in this Article 19; provided that (x) this Agreement shall







continue in effect following the Termination Date until all obligations are finally settled as contemplated by this Article 19 and (y) the provisions of this Article 19 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 18 above or otherwise:


(a)       If any Procurement Contract 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 Aron 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, 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  Procurement Contract shall  be assigned to  the  Company or  shall  be terminated, (ii) all rights and obligations of Aron under each of the then outstanding Procurement Contracts 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) Aron shall be released by such Third Party Suppliers and the Company from any further obligations thereunder.   In connection with the assignment or reassignment of any Procurement Contract, 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 Procurement Contracts so as to prevent any material disruption in the supply of Crude Oil thereunder.


(b)       If,   pursuant   to   the   Marketing   and   Sales   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 sales commitment shall be assigned (or reassigned) to the Company or shall be terminated, (ii) all rights and obligations of Aron with respect to each then outstanding 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) Aron shall be released by the purchasers thereunder and the Company from any further obligations with respect to such sales commitments.   In connection with the assignment or reassignment of any Procurement Contract, the Parties shall endeavor, in a commercially reasonable manner, to facilitate the transitioning of the Product marketing and sales arrangements so as to prevent any material disruption in the distribution of Products from the Refinery.


(c)       In the event that Aron has become a party to any other third party service contract in connection with this Agreement and the transactions contemplated hereby, including any pipeline, terminalling, storage and shipping arrangement including but not limited to the Required Storage and Transportation Arrangements (an “Ancillary Contract”) and such Ancillary Contract does not by its terms expire or terminate on and as of the Termination Date, then the Parties shall promptly negotiate and enter into with each service provider thereunder such instruments or other documentation, in form and substance reasonably satisfactory to the Parties, pursuant to which as of the Termination







Date (i) such Ancillary Contract shall be assigned to the Company or shall be terminated, (ii) all rights and obligations of Aron with respect to each then outstanding Ancillary Contract 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) Aron shall be released by the third party service providers thereunder and the Company from any further obligations with respect to such Ancillary Contract.


(d)       The volume of Crude Oil and Products at the Included Locations shall be purchased and transferred as contemplated in the Step-Out Inventory Sales Agreement. The Crude Oil volumes measured by the Independent Inspector at the Termination Date and recorded in the Independent 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 the Independent Inspector at the Termination Date and recorded in the Independent 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”. The Company shall cause ARKS to enter into the Step-Out Inventory Sales Agreement and to perform its obligations thereunder.


(e)       Aron shall promptly reconcile and determine the Termination Amount pursuant to Section 19.2.  The Parties shall promptly exchange all information necessary to determine the estimates and final calculations contemplated by Section 19.2.


(f)       Aron 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 Aron to fulfill its obligations hereunder until  the  Termination Date  or  during  any  obligatory notice  period  pursuant  to  any Procurement Contract, Aron shall not be obligated to purchase, take title to or pay for any Crude Oil or Products 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. Notwithstanding anything to the contrary herein, no Delivery Date shall occur later than the calendar day immediately preceding the Termination Date.


19.2    Termination Amount.


(a)       The “Termination Amount” shall equal:


(i)        Any unpaid amounts owed by ARKS to Aron pursuant to the Step- Out Inventory Sales Agreement, plus


(ii)       all unpaid amounts payable hereunder by the Company to Aron in respect of Crude Oil delivered on or prior to the Termination Date (including Deferred Interim Payment Amount), plus


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







(iv)      in  the  case  of  an  early  termination,  the  amount  reasonably determined by Aron as the breakage costs it incurred in connection with the termination, unwinding or redeploying of all Related Hedges as a result of such early termination, plus


(v)       the aggregate amount due under Section 10.2(a), 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 10.2(a) is due to Aron, then such amount will be included in this Termination Amount as a positive number and if such amount under Section 10.2(a) is due to the Company, then such amount will be included in this Termination Amount as a negative number;


(vi)      any unpaid portion of the annual fee owed to Aron pursuant to
Section 10.3;


(vii)     any FIFO Balance Final Settlement that is determined to be due pursuant to Schedule N; provided that, if such FIFO Balance Final Settlement is due to Aron, then such amount will be included in this Termination Amount as a positive number and if such amount under Section 10.2(a) would be due to the Company, then such amount will be included in this Termination Amount as a negative number;


(viii)   all unpaid amounts payable hereunder by Aron to the Company in respect of Product delivered on or prior to the Termination Date, minus


(ix)      all amounts due from Aron to the Company under the Marketing and Sales Agreement for services provided up to the Termination Date.


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


(b)       The  Parties  acknowledge that  one  or  more  of the  components of  the Termination Amount will not be able to be definitively determined by the Termination Date and therefore agree that Aron shall, in a commercially reasonable manner, estimate each of such components and use such estimated components to determine an estimate of the Termination Amount (the “Estimated Termination Amount”) plus such additional amount which Aron shall reasonably determine (the “Termination Holdback Amount”); provided that the Termination Holdback Amount shall not be greater than five percent (5%) of the Definitive Commencement Date Value.  Without limiting the generality of the foregoing, the Parties agree that the amount due under Section 19.2(a)(ii) above shall be estimated by Aron in the same manner and using the same methodology as it used in preparing the Estimated Commencement Date Value, but applying the “Step-Out Prices” as indicated in Schedule B and other price terms provided for herein with respect to the purchase of the Termination Date Volumes.  Aron shall use its 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, Aron shall endeavor to update its calculation of the Estimated Termination Amount by no later than
12:00 noon CPT on the Business Day prior to the Termination Date.  If Aron 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., CPT 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 Aron and if it is a negative number, the absolute value thereof shall be due to the Company.  Concurrently with the payment of the Estimated Termination Amount, but subject to retention by Aron of the Termination Holdback Amount, Aron shall release and return to the Company the Initial Margin Amount, provided that all such payments may be made on a net basis.


(c)       Aron  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 19.2(b) and the Termination Holdback 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 will make any and all payments required pursuant thereto. Promptly after receiving such payment, Aron shall cause any filing or recording of any Uniform Commercial Code financing forms to be terminated.


(d)       Notwithstanding anything herein to the contrary, Aron shall not have any obligation to make any payment contemplated by this Section 19.2, including releasing the Initial Margin Amount, transfer of title to Crude Oil or Products (whether to the Company or to Arks), or to otherwise cooperate in the transition matters described in Section 19.1  unless  ARKS  shall  have  performed  its  obligations  under  he  Step-Out Inventory  Sales  Agreement  and  performed  its  obligations  thereunder  as  and  when required pursuant to the terms thereof.


19.3    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.


ARTICLE 20


INDEMNIFICATION


20.1    To  the  fullest  extent  permitted  by  Applicable  Law  and  except  as  specified otherwise elsewhere in the Transaction Documents, Aron 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 (i) any breach by Aron of any covenant or agreement contained herein or made in connection herewith







or any representation or warranty of Aron made herein or in connection herewith proving to be false or misleading, (ii) any failure by Aron to comply with or observe any Applicable Law, (iii) Aron’s negligence or willful misconduct, or (iv) injury, disease, or death of any person or damage to or loss of any property, fine or penalty, any of which is caused by Aron 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 such injury, disease, death, or damage to or loss of property was caused by the negligence or willful misconduct on the part of the Company, its Affiliates or any of their respective employees, representatives, agents or contractors.


20.2    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 Aron, its Affiliates, and their directors, officers, employees, representatives, agents and contractors for and against any Liabilities directly or indirectly arising out of (i) 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, including, without limitation the Company’s obligation for payment of taxes pursuant to Section 14.1, (ii) 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 Aron under the Required Storage and Transportation Arrangements, (iii) the Company’s negligence or willful misconduct, (iv) any failure by the Company to comply with or observe any Applicable Law, or (v) 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, except to the extent that such injury, disease, death, or damage to or loss of property was caused by the negligence or willful misconduct on the part of Aron, its Affiliates or any of their respective employees, representatives, agents or contractors.


20.3    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 (whether a Governmental Authority or private entity), nor shall they be considered an admission of liability or responsibility for any purposes other than those enumerated in the Transaction Documents.


20.4    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.  Notwithstanding the foregoing, an indemnifying Party shall not be entitled to assume responsibility for and control of any judicial or administrative proceeding if such proceeding involves an Event of Default by the indemnifying Party under this Agreement which shall have occurred and be continuing.







ARTICLE 21


LIMITATION ON DAMAGES


UNLESS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PARTIES’ LIABILITY FOR DAMAGES IS LIMITED TO DIRECT, ACTUAL DAMAGES ONLY (WHICH   INCLUDE   ANY   AMOUNTS   DETERMINED   UNDER   ARTICLE 18)   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, SUCH LIMITATION SHALL NOT APPLY WITH RESPECT TO  (I)  ANY  THIRD  PARTY  CLAIM  FOR  WHICH  INDEMNIFICATION IS AVAILABLE UNDER THIS AGREEMENT OR (II) ANY BREACH OF ARTICLE 23. EACH PARTY ACKNOWLEDGES THE DUTY TO MITIGATE DAMAGES HEREUNDER.


ARTICLE 22


AUDIT AND INSPECTION


During the Term of this Agreement each Party and its duly authorized representatives, 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 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.


ARTICLE 23


CONFIDENTIALITY


23.1    In addition to the Company’s confidentiality obligations under the Transaction Documents, 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 Aron under this Agreement and all information received by Aron 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 or as requested by a Governmental Authority, (ii) to







such Party’s or its Affiliates’ employees, directors, shareholders, auditors, consultants, banks, lenders, financial advisors and legal advisors, or (iii) to such Party’ 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 (iii), such insurance providers shall have agreed in writing to keep confidential any information or document subject to  this  Section 23.1.    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.


23.2    In the case of disclosure covered by clause (i) of Section 23.1, 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.


23.3    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.


ARTICLE 24


GOVERNING LAW


24.1   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.


24.2    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 26.   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.


24.3    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.







ARTICLE 25


ASSIGNMENT


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


25.2    The Company shall not assign this Agreement or its rights or interests hereunder in whole or in part, or delegate its obligations hereunder in whole or in part, without the express written consent of Aron.  Aron may, without the Company’s consent, assign and delegate all of Aron’s rights and obligations hereunder to (i) any Affiliate of Aron, provided that the obligations of such Affiliate hereunder are guaranteed by The Goldman Sachs Group, Inc. or (ii) any non- Affiliate Person that succeeds to all or substantially all of its assets and business and assumes Aron’s obligations hereunder, whether by contract, operation of law or otherwise, provided that the creditworthiness of such successor entity is equal or superior to the creditworthiness of Aron immediately prior to such assignment.   Any other assignment by Aron shall require the Company’s consent.


25.3    Any attempted assignment in violation of this Article 25  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.


ARTICLE 26


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 M, or on the following Business Day if sent by nationally recognized overnight courier to the other Party’s address set forth in Schedule M 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.


ARTICLE 27


NO WAIVER, CUMULATIVE REMEDIES


27.1    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 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 under, this Agreement, whether of a like kind or different nature.







27.2    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.


ARTICLE 28


NATURE OF THE TRANSACTION AND RELATIONSHIP OF PARTIES


28.1    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.


28.2    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.


ARTICLE 29


MISCELLANEOUS


29.1    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.


29.2    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.


29.3    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.


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


29.5    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.


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







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


29.8    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.


[Remainder of Page Intentionally Left Blank]







IN WITNESS WHEREOF, each Party hereto has caused this Agreement to be executed by its duly authorized representative as of the date first above written.


J. ARON & COMPANY


By:      /s/ Colleen Foster Name: Colleen Foster Title:   Managing Director








ALON USA, LP
By ALON USA GP, LLC, its General Partner


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
























































































[Signature Page to Alon USA Supply and Offtake Agreement]







Schedule A


Products and Product Specifications






Produced at the refinery:


Gasoline: Unlead regular gasoline, unlead premium gasoline, refined benzene, toluene, FAS 104, Olefins, Magellan N grade


Gasoline RFP is consistent with requirements at destination location


Diesel: ULSD, Magellan X grade


Jet: Jet A, Kerosene , JP-8, #1 Low sulfur diesel


Asphalt: Emulsified Asphalt, Roofing Flux, Kraft Saturant, Rooflex 767, Built-up Roofing Asphalt, 740 Shingle Adhesive, Shingle Adhesive, Uncatalyzed Coating, Asphalt Cement, Emulsion Base Stock, Vacuum Tower Bottoms, High Performance Seal, Fuel Oil, Vacuum Tower Bottoms


Slurry: Carbon Black Oil


Propane: HD-5 Propane







PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.






Schedule B


Pricing Benchmarks




	
							
	

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
	





Averaging1
Mechanism
	Arithmetic average of the 3
Trading Days ending with and including February 23,
24 & 25 of 2011
	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 4
Trading Days ending with and including the penultimate Trading Day of
the month of the Termination
Date (In the case of the initial term, May 24, 28, 29,
& 30 of 2013)

	 
	











Reference2
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) (***) /
gallon, and
(ii) (***) / 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) (***) /
gallon, and
(ii) (***) / 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) (***) /
gallon, and
(ii) (***) / 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) (***) /
gallon, and
(ii) (***) / 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) (***) /
gallon, and
(ii) (***) / barrel

	 
	 
	 
	 
	 
	 
	 

	



JET
	



Averaging
Mechanism
	Arithmetic average of the 3
Trading Days ending with and including February 23,
24 & 25 of 2011
	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 4
Trading Days ending with and including the penultimate Trading Day of
the month of the Termination















1 Averaging Mechanism: Refers to the averaging methodology used to calculate the applicable price for the relevant commodity group and the calendar day(s) or Trading Day(s) in which the Reference Price is applicable to.
2 Reference Price: Refers to the applicable mathematical formula used to calculate the price for a particular calendar day or Trading Day as referenced in the Averaging Mechanism.
Schedule B-1
USN23Y225-269814v2.102







PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.






	
							
	

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

	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	Date (In the case of the
initial term, May 24, 28, 29 &
30 of 2013)

	 
	













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) (***) /
gallon, and
(ii) (***) / 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) (***) /
gallon, and
(ii) (***) / 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) (***) /
gallon, and
(ii) (***) / 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) (***) /
gallon, and
(ii) (***) / 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) (***) /
gallon, and
(ii) (***) / barrel

	 
	 
	 
	 
	 
	 
	 

	







CATFEED
	





Averaging
Mechanism
	Arithmetic average of the 3
Trading Days ending with and including February 23,
24 & 25 of 2011
	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 4
Trading Days ending with and including the penultimate Trading Day of
the month of the Termination
Date (In the case of the
initial term, May 24, 28, 29 &
30 of 2013)













PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.






	
							
	

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)  (***) *  Nymex RBOB * (***),   (ii)   (***)   *   USGC ULSD * (***), and
(iii) minus (***) / 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)  (***) *  Nymex RBOB * (***),   (ii)   (***)   *   USGC ULSD * (***), and
(iii) minus (***) / 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)  (***) *  Nymex RBOB * (***),   (ii)   (***)   *   USGC ULSD * (***), and
(iii) minus (***) / 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)  (***) *  Nymex RBOB * (***),   (ii)   (***)   *   USGC ULSD * (***), and
(iii) minus (***) / 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)  (***) *  Nymex RBOB * (***),   (ii)   (***)   *   USGC ULSD * (***), and
(iii) minus (***) / 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 3
Trading Days ending with and including February 23,
24 & 25 of 2011
	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 4
Trading Days ending with and including the penultimate Trading Day of
the month of the Termination
Date (In the case of the
initial term, May 24, 28, 29 &
30 of 2013)













PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.






	
							
	

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) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and
(ii) minus (***) / 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 (***) / barrel

	 
	 
	 
	 
	 
	 
	 

	







SLOP
	





Averaging
Mechanism
	Arithmetic average of the 3
Trading Days ending with and including February 23,
24 & 25 of 2011
	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 4
Trading Days ending with and including the penultimate Trading Day of
the month of the Termination
Date (In the case of the
initial term, May 24, 28, 29 &
30 of 2013)

	 
	





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 (***) / 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 (***) / 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 (***) / 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 (***) / 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 (***) / barrel

	 
	 
	 
	 
	 
	 
	 

	







SLURRY
	





Averaging
Mechanism
	Arithmetic average of the 3
Trading Days ending with and including February 23,
24 & 25 of 2011
	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 4
Trading Days ending with and including the penultimate Trading Day of
the month of the Termination
Date (In the case of the
initial term, May 24, 28, 29 &
30 of 2013)













PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.






	
							
	

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

	 
	 
	 
	 
	 
	 
	 

	







DIESEL
	





Averaging
Mechanism
	Arithmetic average of the 3
Trading Days ending with and including February 23,
24 & 25 of 2011
	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 4
Trading Days ending with and including the penultimate Trading Day of
the month of the Termination
Date (In the case of the
initial term, May 24, 28, 29 &
30 of 2013)

	 
	













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) (***) / gallons, and
(ii) (***) 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) (***) / gallons, and
(ii) (***) 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) (***) / gallons, and
(ii) (***) 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) (***) / gallons, and
(ii) (***) 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) (***) / gallons, and
(ii) (***) gallons / barrel

	 
	 
	 
	 
	 
	 
	 

	ASPHALT
	Averaging
	Arithmetic average of the
	The arithmetic average of
	The arithmetic average of
	The arithmetic average of
	The arithmetic average of













PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.






	
							
	

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

	 
	 
	 
	 

	(0-PEN)
	Mechanism
	Trading Days in the month of
December 2010
	the Trading Days in the calendar month, 2 months prior to the day immediately
preceding the relevant
Invoice Date
	the Trading Days in the calendar month, 2 months prior to the day immediately
preceding the relevant
Invoice Date
	the Trading Days in the calendar month, 2 months prior to the day immediately
preceding the relevant
Invoice Date
	the Trading Days in the calendar month, 2 months prior to the day immediately
preceding the Termination
Date

	 
	









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

	 
	 
	 
	 
	 
	 
	 

	



ASPHALT (OTHER)
	



Averaging
Mechanism
	Arithmetic average of the Trading Days in the month of November 2010
	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 day immediately
preceding the Termination
Date

	 
	



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 3
Trading Days ending with and including February 23,
24 & 25 of 2011
	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 4
Trading Days ending with and including the penultimate Trading Day of
the month of the Termination
Date (In the case of the
initial term, May 24, 28, 29 &
30 of 2013)













PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.












	
							
	

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) (***),
(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) (***) gallons / barrel
	The product of
(i) (***),
(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) (***) gallons / barrel
	The product of
(i) (***),
(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) (***) gallons / barrel
	The product of
(i) (***),
(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) (***) gallons / barrel
	The product of
(i) (***),
(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) (***) 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.








































Schedule B-7







PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.






SCHEDULE C Monthly


True-up Amounts






I. For purposes of determining the Monthly Crude Oil True-up Amount, the following terms shall have the meanings specified below:


“Gross Monthly Crude Oil Value” (denoted as “R”) means, for any month, the result of the following formula (with each variable determined with respect to such month):


R = F + I + K + M Where:
“F” represents the FIFO Sales Value from the Prior Month, computed as the product of the FIFO Sales Price from Prior Month and FIFO Sales Volume from Prior Month


“I” represent the Sales for Current Month Value of such month,


“K” represents the Short Crude FIFO Value as of the end of such month, and


“M” represents Crude Purchase Fee as defined in Article 6.4


“FIFO Sales Price from Prior Month” (denoted as “F”) means the prior month price associated with the prior month Short Crude FIFO Position or Long Crude FIFO Position. If the prior month has a Short Crude FIFO Position then use that prior month’s Short Crude FIFO Price. If the prior month has a Long Crude FIFO Position then use that prior month’s Long Crude FIFO Price. “Monthly Crude Oil True-up Amount” (denoted as “Z”) means, for any month, the sum of the Gross Monthly Crude Oil Value for such month and the Aggregate Daily Supply Value for such month; provided that if such amount is positive it shall represent an amount due to the Company and if such amount is negative, the absolute value thereof shall represent an amount due to Aron.


“Sales for Current Month Volume” means, for any month, the greater of the Adjusted Monthly Crude
Sale Volume for such month and the Adjusted Target Crude Sales Volume for such month.


“Sales for Current Month Value” (denoted as “I”) means, for any month, the product of Sales for Current
Month Volume and Sales for Current Month Price.


“Sales for Current Month Price” means, for any month, the price listed on Schedule B hereto as the applicable Long FIFO Price for the current month.


“Actual Month End Crude Volume” (denoted as “B”) has the meaning specified in Section 9.2(a). [Note: On the Termination Date, the Actual Month End Crude Volume will be the Termination Date Crude Oil Volume]


“Actual Month Beginning Crude Volume” (denoted as “A”) means, for any month, the Actual Month End Crude Volume for the immediately preceding month. [Note: On the Commencement Date, the Actual Month Beginning Crude Volume will be the Commencement Date Crude Oil Volume]


“Monthly Crude Receipts” (denoted as “C”) means, for any month, the aggregate quantity of Barrels of Crude Oil for which Aron is invoiced by sellers (whether Third Party Suppliers, the Company or Affiliates of the Company) under Procurement Contracts with respect to Crude Oil quantities delivered during such month.


“Monthly Crude Sales Volume” (denoted as “D”) means, for any month, the result of the following formula (with each variable determined with respect to such month):


(-1) x (A + C – B) Where:
“A” represents the Actual Month Beginning Crude Volume for such month,


“C” represents the Monthly Crude Receipts for such month, and


“B” represents the Actual Month End Crude Volume for such month.


“Target Crude Sales Volume” (denoted as “E”) means, for any month, the result of the following formula
(with each variable determined with respect to such month):









T – A – C







PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.






Where:


“T” represents the Target Month End Crude Volume for such month,


“A” represents the Actual Month Beginning Crude Volume for such month, and


“C” represents Monthly Crude Receipts for such month.


“FIFO Sales Volume from Prior Month” (denoted as “F”) means, for any month, the result of the following formula (with each variable determined with respect to such month):


(-1) x (K + L) Where:
“K” represents the Short Crude FIFO Position as of the end of the prior month, and


“L” represents the Long Crude FIFO Position as of the end of the prior month.


“Adjusted Monthly Crude Sales Volume” (denoted as “G”) means, for any month, the result of the following formula (with each variable determined with respect to such month):


D – F Where:
“D” represents the Monthly Crude Sales Volume for such month, and


“F” represents the FIFO Sales Volume from Prior Month.


“Adjusted Target Crude Sales Volume” (denoted as “H”) means, for any month, the result of the following formula (with each variable determined with respect to such month):


E – F Where:
“E” represents the Target Crude Sales Volume for such month, and


“F” represents the FIFO Sales Volume from Prior Month.


“Short Crude FIFO Position” (denoted as “K”) means, as of the end of any month, the lesser of (i) zero and (ii) the result of the following formula (with each variable determined with respect to such month):


D – E Where:
“D” represents the Monthly Crude Sales Volume for such month, and


“E” represents the Target Crude Sales Volume for such month.


“Short Crude FIFO Price” means, for any month, the price listed in the matrix on Schedule B hereto as the price applicable to a Short Crude FIFO Position.


“Short Crude FIFO Value” means, for any Short Crude FIFO Position and applicable month, the product of such Short Crude FIFO Position and the Short Crude FIFO Price for such month (which will be a negative number).


“Long Crude FIFO Position” (denoted as “L”) means, as of the end of any month, the greater of (i) zero and (ii) the result of the following formula (with each variable determined with respect to such month):


D – E Where:
“D” represents the Monthly Crude Sales Volume for such month, and


“E” represents the Target Crude Sales Volume for such month.









“Long Crude FIFO Price” means, for any month, the price listed in the matrix on Schedule B hereto as the price applicable to a Long Crude FIFO Position.







PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.






“Long Crude FIFO Value” means, for any Long Crude FIFO Position and applicable month, the product of such Long Crude FIFO Position and the Long Crude FIFO Price for such month.


“Aggregate Daily Supply Value” (denoted as “W”) means, for any month, the sum of the Daily Supply
Values for all Production Weeks (or portions thereof) included in such month, times -1 (negative one).


II. For purposes of determining the Aggregate Monthly Product Oil True-up Amount, the following terms shall have the meanings specified below:


“Gross Monthly Product Value” (denoted as “R”) means, for any month and Product Group, the result of the following formula (with each variable determined with respect to such month):


R = F + I + L Where:
“F” represents Product FIFO Purchase Value for Prior Month computed as the product of the
Product FIFO Purchase Price from Prior Month and Product FIFO Purchase Volume from Prior Month,


“I” represents the product of (i) the applicable price listed on Schedule B and (ii) the lesser of the Adjusted Monthly Product Purchase Volume for such month and Product Group and the Adjusted Target Product Purchase Volume for such month and Product Group, and


“L” represents Long Product FIFO Value as of the end of such month.


“Product FIFO Purchase Price from Prior Month” means, for any month, the price listed on Schedule B with respect to the prior month as the price applicable to Short or Long Product FIFO Positions. “Monthly Product True-up Amount” (denoted as “Z”) means, for any month and Product Group, the  sum of Gross Monthly Product Value (“R”) for such month and Product Group and the Aggregate Daily Product Value (“W”) for such month and Product Group; provided that if such amount is positive it shall represent an amount due to the Company and if such amount is negative, the absolute value thereof shall represent an amount due to Aron.


“Aggregate Monthly Product True-up Amount” means for any month, the sum of the Monthly Product True-up Amount for such month and for all Product Groups; provided that if such amount is positive it shall represent an amount due to the Company and if such amount is negative, the absolute value thereof shall represent an amount due to Aron.


“Actual Month End Product Volume” (denoted as “B”) has the meaning specified in Section 9.2(a). [Note: On the Termination Date, the Actual Month End Product Volume will be the Termination Date Product Volume]


“Actual Month Beginning Product Volume” (denoted as “A”) means, for any month and Product Group, the Actual Month End Product Volume for the immediately preceding month. [Note: On the Commencement Date, the Actual Month Beginning Product Volume will be the Commencement Date Product Volume]


“Monthly Product Purchase Volume” (denoted as “D”) means, for any month and Product Group, the result of the following formula (with each variable determined with respect to such month):


B + C – A Where:
“B” represents the Actual Month End Product Volume for such month and Product Group,


“C” represents the Aggregate Product Sales for such month and Product Group, and


“A” represents the Actual Month Beginning Product Volume for such month and Product Group.


“Target Product Purchase Volume” (denoted as “E”) means, for any month and Product Group, the result of the following formula (with each variable determined with respect to such month):


T + C – A Where:
“T” represents the Target Month End Product Volume for such month and Product Group,


“C” represents the Aggregate Product Sales for such month and Product Group, and









“A” represents the Actual Month Beginning Product Volume for such month and Product Group.







PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.






“Product FIFO Purchase Volume for Prior Month” (denoted as “F”) means, for any month, the result of the following formula (with each variable determined with respect to such month):


(-1) x (K + L) Where:
“K” represents the Short Product FIFO Position as of the end of the prior month, and


“L” represents the Long Product FIFO Position as of the end of the prior month.


“Adjusted Monthly Product Purchase Volume” (denoted as “G”) means, for any month and Product
Group, the result of the following formula (with each variable determined with respect to such month):


D – F Where:
“D” represents the Monthly Product Purchase Volume for such month and Product Group, and


“F” represents the Product FIFO Purchase Volume for Prior Month.


“Adjusted Target Product Purchase Volume” (denoted as “H”) means, for any month, the result of the following formula (with each variable determined with respect to such month):


E – F Where:
“E” represents the Target Product Purchase Volume for such month and Product Group, and


“F” represents the Product FIFO Purchase Volume for Prior Month.


“Short Product FIFO Position” (denoted as “K”) means, as of the end of any month and for a particular Product Group, the lesser of (i) zero and (ii) the result of the following formula (with each variable determined with respect to such month):


D – E Where:
“D” represents the Monthly Product Purchase Volume for such month and Product Group, and


“E” represents the Target Product Purchase Volume for such month and Product Group.


“Short Product FIFO Value” means, for any Short Product FIFO Position and applicable month, the product of such Short Product FIFO Position and the price listed on Schedule B hereto with respect to such month as the price applicable to a Short Product FIFO Position.


“Long Product FIFO Position” (denoted as “L”) means, as of the end of any month and for a particular Product Group, the greater of (i) zero and (ii) the result of the following formula (with each variable determined with respect to such month):


D – E Where:
“D” represents the Monthly Product Purchase Volume for such month and Product Group, and


“E” represents the Target Product Purchase Volume for such month and Product Group.


“Long Product FIFO Value” means, for any Long Product FIFO Position and applicable month, the product of such Long Product FIFO Position and the price listed on Schedule B hereto with respect to such month as the price applicable to a Long Product FIFO Position.


“Aggregate Product Sales” (denoted as “C”) means, for any month and Product Group, the aggregate sales volume of all of such Product sold under Included and Excluded Transactions pursuant to the Marketing and Sales Agreement.









“Aggregate Daily Product Value” (denoted as “W”) means, for any month and Product Group, the product of (i) – 1 (negative one ) and (ii) the sum of the Daily Product Values for such Product Group for all Production Days (or portions thereof) included in such month.
Schedule C-4







PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.






NOTE: Below is an example of the computations contemplated by this Schedule C. This example is not, and is not intended to be, an indication or prediction of the actual results of the computations under this Schedule C, but merely provides an illustration of the manner in which computations are to be made.




(***)
















































































Schedule C-5







PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.








Schedule D


Operational Volume Range




	
							
	







Product Group
	







Minimum
	







Maximum
	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
	(***)
	(***)
	 
	 
	 
	 

	Mesa Linefill
	(***) *
	(***) *
	 
	 
	 
	 

	Centurion Linefill
**
	

(***)
	(***)
	 
	 
	 
	 

	Total
	(***)
	(***)
	 
	 
	 
	 






* May change from time to time based on Mesa Pipeline requirements
** Will be added if Centurion Pipeline is added to agreement









	
							
	 
	 
	 
	 
	 
	 
	 

	

GASOLINE
	

(***)
	

(***) *
	15th of preceeding month
	(***) bbls increase or
decrease
	 
	 

	* Feb/Mar max limit
of (***) bbls
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	JET
	(***)
	(***)
	15th of preceeding month
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	

DIESEL
	

(***)
	

(***)
	15th of preceeding month
	(***) bbls increase or
decrease
	 
	 

	 
	 
	 
	 
	 
	 
	 

	

CATFEED
	

(***)
	

(***)
	Business day following receipt of
Monthly Crude Forecast
	(***) bbls increase or
decrease
	 
	 

	 
	 
	 
	 
	 
	 
	 

	SLURRY
	(***)
	(***)
	15th of preceeding month
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	SLOP/TRANSMIX
	(***)
	(***)
	Business day following receipt of
	 
	 
	 






Schedule D-1







PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.








	
							
	 
	 
	 
	Monthly Crude Forecast
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	

ZERO PEN
	See Monthly Operating
Ranges Below
	See Monthly Operating Ranges
Below
	Business day following receipt of
Monthly Crude Forecast
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	

ASPHALT
	See Monthly Operating
Ranges Below
	See Monthly Operating Ranges
Below
	Business day following receipt of
Monthly Crude Forecast
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	

PROPANE
	See Monthly Operating
Ranges Below
	See Monthly Operating Ranges
Below
	15th of preceeding month
	(***) bbl increase and
(***) bbls decrease
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	Monthly Operating
Ranges
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	Zero Pen
	Zero Pen
	Asphalt
	Asphalt
	Propane
	Propane

	 
	Min
	Max
	Min
	Max
	Min
	Max

	Jan
	(***)
	(***)
	(***)
	(***)
	(***)
	(***)

	Feb
	(***)
	(***)
	(***)
	(***)
	(***)
	(***)

	Mar
	(***)
	(***)
	(***)
	(***)
	(***)
	(***)

	Apr
	(***)
	(***)
	(***)
	(***)
	(***)
	(***)

	May
	(***)
	(***)
	(***)
	(***)
	(***)
	(***)

	Jun
	(***)
	(***)
	(***)
	(***)
	(***)
	(***)

	Jul
	(***)
	(***)
	(***)
	(***)
	(***)
	(***)

	Aug
	(***)
	(***)
	(***)
	(***)
	(***)
	(***)

	Sep
	(***)
	(***)
	(***)
	(***)
	(***)
	(***)

	Oct
	(***)
	(***)
	(***)
	(***)
	(***)
	(***)

	Nov
	(***)
	(***)
	(***)
	(***)
	(***)
	(***)

	Dec
	(***)
	(***)
	(***)
	(***)
	(***)
	(***)



































NY2-684202
 
Schedule D-2










PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.










Schedule E


Tank List











	
				
	Location


Abilene
	Tank #


068TK101
	Typical Contents


Premium
	Shell Capacity


20,000

	Abilene
	068TK102
	Unlead
	55,000

	Abilene
	068TK103
	Diesel
	25,000

	Abilene
	068TK104
	Jet
	25,000

	Abilene
	068TK202
	Transmix
	2,000

	Big Spring
	1011 Tk
	Crude
	225,000

	Big Spring
	109 Tk
	Kerosene
	10,000

	Big Spring
	112 Tk
	Slop Oil
	32,000

	Big Spring
	122 Tk
	Unlead
	20,000

	Big Spring
	123 Tk
	Premium
	30,000

	Big Spring
	124 Tk
	Fas-104
	10,000

	Big Spring
	125 Tk
	Unlead
	20,000

	Big Spring
	126 Tk
	Diesel
	80,000

	Big Spring
	128 Tk
	Premium
	20,000

	Big Spring
	130 Tk
	Carbon Black Oil
	10,000

	Big Spring
	155 Tk
	Kerosene
	30,000

	Big Spring
	156 Tk
	Kerosene
	10,000

	Big Spring
	180Tk
	FCCU Charge
	80,000

	Big Spring
	182 Tk
	FCCU Charge
	80,000

	Big Spring
	183 Tk
	Cat Gasoline
	80,000

	Big Spring
	184 Tk
	Unlead
	30,000

	Big Spring
	185 Tk
	Unlead
	30,000

	Big Spring
	199 Tk
	PG 64-22
	10,000

	Big Spring
	2002 Tk
	Alkylate
	30,000

	Big Spring
	202 Tk
	PG 64-22
	10,000

	Big Spring
	203 Tk
	PG 70-22
	10,000

	 
	 
	Grace-E Unfinished
	 

	Big Spring
	2044 Tk
	Diesel
	90,000

	

Big Spring
	

2045 Tk
	Grace-W Unfinished
Diesel
	

130,000

	Big Spring
	205 Tk
	AC-10
	80,000

	Big Spring
	206 Tk
	Flux
	80,000

	Big Spring
	207 Tk
	O-Pen
	80,000

	Big Spring
	208 Tk
	O-Pen
	100,000

	Big Spring
	212 Tk
	MC-30
	1,500

	Big Spring
	213 Tk
	Primer
	1,500

	Big Spring
	214 Tk
	MC-30
	1,500

	Big Spring
	215 Tk
	RC-250
	1,500

	Big Spring
	216 Tk
	LCO
	1,500

	Big Spring
	25 Tk
	GTR POC
	1,680

	Big Spring
	3004 Tk
	AC-10
	5,000

	Big Spring
	3005 Tk
	GTR/Con
	6,580

	Big Spring
	3006 Tk
	AC-10
	2,631













Location                      Tank #                          Typical Contents             Shell Capacity


	
				
	



Big Spring
	



3007 Tk
	AC-(10-2) & (12-5) TR
	



3,000

	Big Spring
	3008 Tk
	AC-10-2 TR
	15,000

	Big Spring
	3009 Tk
	76-22
	15,000

	Big Spring
	3010 Tk
	64-22
	15,000

	Big Spring
	3011 Tk
	GTR/Con
	15,000

	Big Spring
	3131Tk
	Unlead
	56,000

	Big Spring
	3132 Tk
	Diesel
	56,000

	Big Spring
	321 Tk
	Toluene
	10,000

	Big Spring
	322 Tk
	Diesel Rundown
	10,000

	Big Spring
	326 Tk
	Benzene
	10,000

	Big Spring
	327 Tk
	Diesel Rundown
	10,000

	Big Spring
	328 Tk
	Sweet Naphtha
	20,000

	Big Spring
	350 Tk
	Aromex Charge
	30,000

	Big Spring
	351 Tk
	Reformate
	55,000

	Big Spring
	352 Tk
	Sour Naphtha
	80,000

	Big Spring
	353 Tk
	Raffinate
	30,000

	Big Spring
	410 Tk
	PMA POC
	1,300

	Big Spring
	72 Tk
	Olefins
	2,000

	Big Spring
	73 Tk
	Iso Butane
	10,000

	Big Spring
	75 Tk
	Pentane
	10,000

	Big Spring
	TP-5 Tk
	Crude
	125,000

	Big Spring
	TP-7 Tk
	Sour Naphtha
	100,000

	Big Spring
	Well 1001
	Propane
	112,500

	Big Spring
	Well 1004
	Butane (C4)
	112,500

	Big Spring
	Well 1007
	Olefins
	111,500











	
				
	Duncan
	067TK001
	Diesel
	30,000

	Duncan
	067TK002
	Unlead
	30,000

	Duncan
	067TK003
	Unlead
	30,000

	Duncan
	067TK004
	Unlead
	30,000

	Duncan
	067TK005
	Diesel
	30,000

	Duncan
	067TK006
	Diesel
	30,000

	Duncan
	067TK007
	Transmix
	250

	Dyess Pipeline
	Linefill
	Jet
	628

	El Paso
	comingled
	Diesel
	30,000

	El Paso
	comingled
	Gasoline
	60,000

	El Paso
Fintex Pipeline (BS
	comingled
	Transmix
	6,000

	to Orla)
	Linefill
	Diesel
	16,250

	Fintex Pipeline (BS
	 
	 
	 

	to Orla)
	Linefill
	Gasoline
	48,750




Determined
	
			
	Mesa ipeline/Sunoco
	Linefill
	Crude

	

Mesa Pipeline/Plains
	

Linefill
	

Crude

	Orla
Orla
	069TK100
069TK200
	Diesel
Unlead

	Orla
	069TK300
	Premium






by carrier
Determined by carrier
56,000
35,437
35,437







Location                      Tank #                          Typical Contents             Shell Capacity


	
				
	Orla
	069TK400
	Transmix
	6,908

	Orla
Orla to El Paso
	069TK500
	Transmix
	1,000

	Pipeline
	Linefill
	Diesel
	6,000

	Orla to El Paso
Pipeline
	

Linefill
	

Gasoline
	

24,000

	River Pipeline
	Linefill
	Diesel
	-

	River Pipeline
	Linefill
	Gasoline
	9,240

	Trust Pipeline
	Linefill
	Diesel
	25,800

	Trust Pipeline
	Linefill
	Gasoline
	60,200

	Trust Pipeline
	Linefill
	Jet
	-

	Wichita Falls
	066TK001
	Premium
	20,000

	Wichita Falls
	066TK002
	Diesel
	20,000

	Wichita Falls
	066TK004
	Diesel
	20,000

	Wichita Falls
	066TK005
	Unlead
	20,000

	Wichita Falls
	066TK006
	RBOB
	20,000

	Wichita Falls
	066TK007
	Jet Fuel JP-8
	20,000

	Wichita Falls
	066TK008
	Jet Fuel JP-8
	20,000

	Wichita Falls
	066TK009
	Transmix
	10,000

	Wichita Falls
	066TK010
	Transmix
	10,000

	Wichita Falls
	066TK013
	Unlead
	30,000

	Wichita Falls
	066TK014
	Unlead
	30,000













Schedule F


Insurance







	
								
	

Company:
	

ALON USA
	 
	

Year:
	2010-
2011
	 

	 
	

Schedule of Insurance
	Policy & Insurer
	 
	 
	 
	 

	



Business Unit/Location
	



Coverage/Line
	



Insurer
	



Policy No.
	Policy
Inception
Date
	Policy
Expiration
Date
	

Policy
Limit
	Deductible/ Retention/
Attachment

	

Big Spring
	ALON - Big Spring Refinery
Property
	

Various
	

Various
	

10/31/2010
	

10/31/2011
	

(***)
	

(***)

	 
	 
	 
	 
	 
	 
	 
	 

	Company Wide
	General Liability
	Various
	Various
	7/31/2010
	7/31/2011
	(***)
	(***)

	

Company Wide
	

Auto Liability
	ACE American
Insurance
	

ISAH08625207
	

7/31/2010
	

7/31/2011
	

(***)
	

(***)

	

Company Wide
	

WC & Employers Liab
	ACE American
Insurance
	

WLRC46138521
	

7/31/2010
	

7/31/2011
	

(***)
	

(***)

	



Company Wide
	



Non-Owned Aviation
	W.Brown
Assoc./Caitlin Ins. Co.
	



NAN04927825
	



7/31/2010
	



7/31/2011
	



(***)
	

(***)

	 
	 
	 
	 
	 
	 
	 
	 

	

Company Wide
	

D&O - Side A
	St. Paul Fire and
Marine Ins. Co.
	

591CM1199
	

7/31/2010
	

7/31/2011
	

(***)
	(***)

	

Company Wide
	

Director's & Officers Liability
	US Specialty
Insurance Co
	14-MGU-10- A22090
	

7/31/2010
	

7/31/2011
	

(***)
	

(***)

	

Company Wide
	

Excess D&O
	Federal Insurance
Company
	

6803-1386
	

7/31/2010
	

7/31/2011
	

(***)
	

(***)

	



Company Wide
	

Employment Practices
Liability
	HCC Specialty
Insurance
Company
	



14-SMG-10-A5353
	



7/31/2010
	



7/31/2011
	



(***)
	



(***)

	



Company Wide
	



Fiduciary Liability
	HCC Specialty
Insurance
Company
	



14-SMG-10-A5352
	



7/31/2010
	



7/31/2011
	

(***)
	



(***)

	

Company Wide
	

Excess Fiduciary Liability
	Federal Insurance
Company
	

8210-6190
	

7/31/2010
	

7/31/2011
	

(***)
	

(***)

	



Company Wide
	



Commercial Crime
	Great American
Insurance
Company
	

SAA 268-76-15 -
09
	



7/31/2010
	



7/31/2011
	



(***)
	



(***)











Schedule G




Adjusted Formula for Holidays
 
Days that use 3 days of data = (Day 1 net change + Day 2 net change +Day3 net change)*(4/3)
Days that use 1 day of data = Day 1 net change * 2                                                                                         In between a NY Bank Holiday





	
							
	 
	 
	 

	Day 1 Flow Data For :
	Day 2 Flow Data For :
	Day 3 Flow Data For :
	Invoice Date
	Payment Date

	Friday, March 25, 2011
	Saturday, March 26, 2011
	Sunday, March 27, 2011
	Thursday, March 31, 2011
	Friday, April 1, 2011

	Tuesday, March 29, 2011
	 
	 
	Friday, April 1, 2011
	Monday, April 4, 2011

	Wednesday, March 30, 2011
	 
	 
	Monday, April 4, 2011
	Tuesday, April 5, 2011

	Thursday, March 31, 2011
	 
	 
	Tuesday, April 5, 2011
	Wednesday, April 6, 2011

	Monday, April 4, 2011
	 
	 
	Wednesday, April 6, 2011
	Thursday, April 7, 2011

	Friday, April 1, 2011
	Saturday, April 2, 2011
	Sunday, April 3, 2011
	Thursday, April 7, 2011
	Friday, April 8, 2011

	Tuesday, April 5, 2011
	 
	 
	Friday, April 8, 2011
	Monday, April 11, 2011

	Wednesday, April 6, 2011
	 
	 
	Monday, April 11, 2011
	Tuesday, April 12, 2011

	Thursday, April 7, 2011
	 
	 
	Tuesday, April 12, 2011
	Wednesday, April 13, 2011

	Monday, April 11, 2011
	 
	 
	Wednesday, April 13, 2011
	Thursday, April 14, 2011

	Friday, April 8, 2011
	Saturday, April 9, 2011
	Sunday, April 10, 2011
	Thursday, April 14, 2011
	Friday, April 15, 2011

	Tuesday, April 12, 2011
	 
	 
	Friday, April 15, 2011
	Monday, April 18, 2011

	Wednesday, April 13, 2011
	 
	 
	Monday, April 18, 2011
	Tuesday, April 19, 2011

	Thursday, April 14, 2011
	 
	 
	Tuesday, April 19, 2011
	Wednesday, April 20, 2011

	Monday, April 18, 2011
	 
	 
	Wednesday, April 20, 2011
	Thursday, April 21, 2011

	Friday, April 15, 2011
	Saturday, April 16, 2011
	Sunday, April 17, 2011
	Wednesday, April 20, 2011
	Thursday, April 21, 2011

	Tuesday, April 19, 2011
	 
	 
	Thursday, April 21, 2011
	Monday, April 25, 2011

	Wednesday, April 20, 2011
	 
	 
	Monday, April 25, 2011
	Tuesday, April 26, 2011











	
							
	Thursday, April 21, 2011
	 
	 
	Tuesday, April 26, 2011
	Wednesday, April 27, 2011

	Monday, April 25, 2011
	 
	 
	Wednesday, April 27, 2011
	Thursday, April 28, 2011

	Friday, April 22, 2011
	Saturday, April 23, 2011
	Sunday, April 24, 2011
	Thursday, April 28, 2011
	Friday, April 29, 2011

	Tuesday, April 26, 2011
	 
	 
	Friday, April 29, 2011
	Monday, May 2, 2011

	Wednesday, April 27, 2011
	 
	 
	Monday, May 2, 2011
	Tuesday, May 3, 2011

	Thursday, April 28, 2011
	 
	 
	Tuesday, May 3, 2011
	Wednesday, May 4, 2011

	Monday, May 2, 2011
	 
	 
	Wednesday, May 4, 2011
	Thursday, May 5, 2011

	Friday, April 29, 2011
	Saturday, April 30, 2011
	Sunday, May 1, 2011
	Thursday, May 5, 2011
	Friday, May 6, 2011






Schedule G-1









	
					
	Day 1 Flow Data For :
	Day 2 Flow Data For :
	Day 3 Flow Data For :
	Invoice Date
	Payment Date

	Tuesday, May 3, 2011
	 
	 
	Friday, May 6, 2011
	Monday, May 9, 2011

	Wednesday, May 4, 2011
	 
	 
	Monday, May 9, 2011
	Tuesday, May 10, 2011

	Thursday, May 5, 2011
	 
	 
	Tuesday, May 10, 2011
	Wednesday, May 11, 2011

	Monday, May 9, 2011
	 
	 
	Wednesday, May 11, 2011
	Thursday, May 12, 2011

	Friday, May 6, 2011
	Saturday, May 7, 2011
	Sunday, May 8, 2011
	Thursday, May 12, 2011
	Friday, May 13, 2011

	Tuesday, May 10, 2011
	 
	 
	Friday, May 13, 2011
	Monday, May 16, 2011

	Wednesday, May 11, 2011
	 
	 
	Monday, May 16, 2011
	Tuesday, May 17, 2011

	Thursday, May 12, 2011
	 
	 
	Tuesday, May 17, 2011
	Wednesday, May 18, 2011

	Monday, May 16, 2011
	 
	 
	Wednesday, May 18, 2011
	Thursday, May 19, 2011

	Friday, May 13, 2011
	Saturday, May 14, 2011
	Sunday, May 15, 2011
	Thursday, May 19, 2011
	Friday, May 20, 2011

	Tuesday, May 17, 2011
	 
	 
	Friday, May 20, 2011
	Monday, May 23, 2011

	Wednesday, May 18, 2011
	 
	 
	Monday, May 23, 2011
	Tuesday, May 24, 2011

	Thursday, May 19, 2011
	 
	 
	Tuesday, May 24, 2011
	Wednesday, May 25, 2011

	Monday, May 23, 2011
	 
	 
	Wednesday, May 25, 2011
	Thursday, May 26, 2011

	Friday, May 20, 2011
	Saturday, May 21, 2011
	Sunday, May 22, 2011
	Thursday, May 26, 2011
	Friday, May 27, 2011

	Tuesday, May 24, 2011
	 
	 
	Friday, May 27, 2011
	Tuesday, May 31, 2011

	Wednesday, May 25, 2011
	 
	 
	Tuesday, May 31, 2011
	Wednesday, June 1, 2011

	Thursday, May 26, 2011
	 
	 
	Wednesday, June 1, 2011
	Thursday, June 2, 2011

	Friday, May 27, 2011
	Saturday, May 28, 2011
	Sunday, May 29, 2011
	Thursday, June 2, 2011
	Friday, June 3, 2011

	Tuesday, May 31, 2011
	 
	 
	Friday, June 3, 2011
	Monday, June 6, 2011

	Wednesday, June 1, 2011
	 
	 
	Monday, June 6, 2011
	Tuesday, June 7, 2011

	Thursday, June 2, 2011
	 
	 
	Tuesday, June 7, 2011
	Wednesday, June 8, 2011

	Monday, June 6, 2011
	 
	 
	Wednesday, June 8, 2011
	Thursday, June 9, 2011

	Friday, June 3, 2011
	Saturday, June 4, 2011
	Sunday, June 5, 2011
	Thursday, June 9, 2011
	Friday, June 10, 2011

	Tuesday, June 7, 2011
	 
	 
	Friday, June 10, 2011
	Monday, June 13, 2011

	Wednesday, June 8, 2011
	 
	 
	Monday, June 13, 2011
	Tuesday, June 14, 2011

	Thursday, June 9, 2011
	 
	 
	Tuesday, June 14, 2011
	Wednesday, June 15, 2011











	
					
	Monday, June 13, 2011
	 
	 
	Wednesday, June 15, 2011
	Thursday, June 16, 2011

	Friday, June 10, 2011
	Saturday, June 11, 2011
	Sunday, June 12, 2011
	Thursday, June 16, 2011
	Friday, June 17, 2011

	Tuesday, June 14, 2011
	 
	 
	Friday, June 17, 2011
	Monday, June 20, 2011

	Wednesday, June 15, 2011
	 
	 
	Monday, June 20, 2011
	Tuesday, June 21, 2011








NY2-684202
 
Schedule G-2












	
					
	Day 1 Flow Data For :
	Day 2 Flow Data For :
	Day 3 Flow Data For :
	Invoice Date
	Payment Date

	Thursday, June 16, 2011
	 
	 
	Tuesday, June 21, 2011
	Wednesday, June 22, 2011

	Monday, June 20, 2011
	 
	 
	Wednesday, June 22, 2011
	Thursday, June 23, 2011

	Friday, June 17, 2011
	Saturday, June 18, 2011
	Sunday, June 19, 2011
	Thursday, June 23, 2011
	Friday, June 24, 2011

	Tuesday, June 21, 2011
	 
	 
	Friday, June 24, 2011
	Monday, June 27, 2011

	Wednesday, June 22, 2011
	 
	 
	Monday, June 27, 2011
	Tuesday, June 28, 2011

	Thursday, June 23, 2011
	 
	 
	Tuesday, June 28, 2011
	Wednesday, June 29, 2011

	Monday, June 27, 2011
	 
	 
	Wednesday, June 29, 2011
	Thursday, June 30, 2011

	Friday, June 24, 2011
	Saturday, June 25, 2011
	Sunday, June 26, 2011
	Thursday, June 30, 2011
	Friday, July 1, 2011

	Tuesday, June 28, 2011
	 
	 
	Friday, July 1, 2011
	Tuesday, July 5, 2011

	Wednesday, June 29, 2011
	 
	 
	Tuesday, July 5, 2011
	Wednesday, July 6, 2011

	Thursday, June 30, 2011
	 
	 
	Wednesday, July 6, 2011
	Thursday, July 7, 2011

	Friday, July 1, 2011
	Saturday, July 2, 2011
	Sunday, July 3, 2011
	Thursday, July 7, 2011
	Friday, July 8, 2011

	Tuesday, July 5, 2011
	 
	 
	Friday, July 8, 2011
	Monday, July 11, 2011

	Wednesday, July 6, 2011
	 
	 
	Monday, July 11, 2011
	Tuesday, July 12, 2011

	Thursday, July 7, 2011
	 
	 
	Tuesday, July 12, 2011
	Wednesday, July 13, 2011

	Monday, July 11, 2011
	 
	 
	Wednesday, July 13, 2011
	Thursday, July 14, 2011

	Friday, July 8, 2011
	Saturday, July 9, 2011
	Sunday, July 10, 2011
	Thursday, July 14, 2011
	Friday, July 15, 2011

	Tuesday, July 12, 2011
	 
	 
	Friday, July 15, 2011
	Monday, July 18, 2011

	Wednesday, July 13, 2011
	 
	 
	Monday, July 18, 2011
	Tuesday, July 19, 2011

	Thursday, July 14, 2011
	 
	 
	Tuesday, July 19, 2011
	Wednesday, July 20, 2011

	Monday, July 18, 2011
	 
	 
	Wednesday, July 20, 2011
	Thursday, July 21, 2011

	Friday, July 15, 2011
	Saturday, July 16, 2011
	Sunday, July 17, 2011
	Thursday, July 21, 2011
	Friday, July 22, 2011

	Tuesday, July 19, 2011
	 
	 
	Friday, July 22, 2011
	Monday, July 25, 2011

	Wednesday, July 20, 2011
	 
	 
	Monday, July 25, 2011
	Tuesday, July 26, 2011

	Thursday, July 21, 2011
	 
	 
	Tuesday, July 26, 2011
	Wednesday, July 27, 2011

	Monday, July 25, 2011
	 
	 
	Wednesday, July 27, 2011
	Thursday, July 28, 2011











	
					
	Friday, July 22, 2011
	Saturday, July 23, 2011
	Sunday, July 24, 2011
	Thursday, July 28, 2011
	Friday, July 29, 2011

	Tuesday, July 26, 2011
	 
	 
	Friday, July 29, 2011
	Monday, August 1, 2011

	Wednesday, July 27, 2011
	 
	 
	Monday, August 1, 2011
	Tuesday, August 2, 2011

	Thursday, July 28, 2011
	 
	 
	Tuesday, August 2, 2011
	Wednesday, August 3, 2011

	Monday, August 1, 2011
	 
	 
	Wednesday, August 3, 2011
	Thursday, August 4, 2011








NY2-684202
 
Schedule G-3







NY2-684202
	
					
	Day 1 Flow Data For :
	Day 2 Flow Data For :
	Day 3 Flow Data For :
	Invoice Date
	Payment Date

	Friday, July 29, 2011
	Saturday, July 30, 2011
	Sunday, July 31, 2011
	Thursday, August 4, 2011
	Friday, August 5, 2011

	Tuesday, August 2, 2011
	 
	 
	Friday, August 5, 2011
	Monday, August 8, 2011

	Wednesday, August 3, 2011
	 
	 
	Monday, August 8, 2011
	Tuesday, August 9, 2011

	Thursday, August 4, 2011
	 
	 
	Tuesday, August 9, 2011
	Wednesday, August 10, 2011

	Monday, August 8, 2011
	 
	 
	Wednesday, August 10, 2011
	Thursday, August 11, 2011

	Friday, August 5, 2011
	Saturday, August 6, 2011
	Sunday, August 7, 2011
	Thursday, August 11, 2011
	Friday, August 12, 2011

	Tuesday, August 9, 2011
	 
	 
	Friday, August 12, 2011
	Monday, August 15, 2011

	Wednesday, August 10, 2011
	 
	 
	Monday, August 15, 2011
	Tuesday, August 16, 2011

	Thursday, August 11, 2011
	 
	 
	Tuesday, August 16, 2011
	Wednesday, August 17, 2011

	Monday, August 15, 2011
	 
	 
	Wednesday, August 17, 2011
	Thursday, August 18, 2011

	Friday, August 12, 2011
	Saturday, August 13, 2011
	Sunday, August 14, 2011
	Thursday, August 18, 2011
	Friday, August 19, 2011

	Tuesday, August 16, 2011
	 
	 
	Friday, August 19, 2011
	Monday, August 22, 2011

	Wednesday, August 17, 2011
	 
	 
	Monday, August 22, 2011
	Tuesday, August 23, 2011

	Thursday, August 18, 2011
	 
	 
	Tuesday, August 23, 2011
	Wednesday, August 24, 2011

	Monday, August 22, 2011
	 
	 
	Wednesday, August 24, 2011
	Thursday, August 25, 2011

	Friday, August 19, 2011
	Saturday, August 20, 2011
	Sunday, August 21, 2011
	Thursday, August 25, 2011
	Friday, August 26, 2011














	
					
	Tuesday, August 23, 2011
	 
	 
	Friday, August 26, 2011
	Monday, August 29, 2011

	Wednesday, August 24, 2011
	 
	 
	Monday, August 29, 2011
	Tuesday, August 30, 2011

	Thursday, August 25, 2011
	 
	 
	Tuesday, August 30, 2011
	Wednesday, August 31, 2011

	Monday, August 29, 2011
	 
	 
	Wednesday, August 31, 2011
	Thursday, September 1, 2011

	Friday, August 26, 2011
	Saturday, August 27, 2011
	Sunday, August 28, 2011
	Thursday, September 1, 2011
	Friday, September 2, 2011

	Tuesday, August 30, 2011
	 
	 
	Friday, September 2, 2011
	Tuesday, September 6, 2011

	Wednesday, August 31, 2011
	 
	 
	Tuesday, September 6, 2011
	Wednesday, September 7, 2011

	

Thursday, September 01, 2011
	 
	 
	Wednesday, September 07,
2011
	

Thursday, September 08, 2011

	Friday, September 2, 2011
	Saturday, September 3, 2011
	Sunday, September 4, 2011
	Thursday, September 8, 2011
	Friday, September 9, 2011

	Tuesday, September 6, 2011
	 
	 
	Friday, September 9, 2011
	Monday, September 12, 2011

	Wednesday, September 7, 2011
	 
	 
	Monday, September 12, 2011
	Tuesday, September 13, 2011

	Thursday, September 8, 2011
	 
	 
	Tuesday, September 13, 2011
	Wednesday, September 14, 2011

	

Monday, September 12, 2011
	 
	 
	Wednesday, September 14,
2011
	

Thursday, September 15, 2011

	Friday, September 9, 2011
	Saturday, September 10, 2011
	Sunday, September 11, 2011
	Thursday, September 15, 2011
	Friday, September 16, 2011






 
Schedule G-4














NY2-684202
	
					
	Day 1 Flow Data For :
	Day 2 Flow Data For :
	Day 3 Flow Data For :
	Invoice Date
	Payment Date

	Tuesday, September 13, 2011
	 
	 
	Friday, September 16, 2011
	Monday, September 19, 2011

	Wednesday, September 14, 2011
	 
	 
	Monday, September 19, 2011
	Tuesday, September 20, 2011

	Thursday, September 15, 2011
	 
	 
	Tuesday, September 20, 2011
	Wednesday, September 21, 2011

	

Monday, September 19, 2011
	 
	 
	Wednesday, September 21,
2011
	

Thursday, September 22, 2011

	Friday, September 16, 2011
	Saturday, September 17, 2011
	Sunday, September 18, 2011
	Thursday, September 22, 2011
	Friday, September 23, 2011

	Tuesday, September 20, 2011
	 
	 
	Friday, September 23, 2011
	Monday, September 26, 2011

	Wednesday, September 21, 2011
	 
	 
	Monday, September 26, 2011
	Tuesday, September 27, 2011

	Thursday, September 22, 2011
	 
	 
	Tuesday, September 27, 2011
	Wednesday, September 28, 2011

	

Monday, September 26, 2011
	 
	 
	Wednesday, September 28,
2011
	

Thursday, September 29, 2011

	Friday, September 23, 2011
	Saturday, September 24, 2011
	Sunday, September 25, 2011
	Thursday, September 29, 2011
	Friday, September 30, 2011

	Tuesday, September 27, 2011
	 
	 
	Friday, September 30, 2011
	Monday, October 3, 2011

	Wednesday, September 28, 2011
	 
	 
	Monday, October 3, 2011
	Tuesday, October 4, 2011

	Thursday, September 29, 2011
	 
	 
	Tuesday, October 4, 2011
	Wednesday, October 5, 2011

	Monday, October 3, 2011
	 
	 
	Wednesday, October 5, 2011
	Thursday, October 6, 2011

	Friday, September 30, 2011
	Saturday, October 1, 2011
	Sunday, October 2, 2011
	Thursday, October 6, 2011
	Friday, October 7, 2011

	Tuesday, October 4, 2011
	 
	 
	Friday, October 7, 2011
	Tuesday, October 11, 2011

	Wednesday, October 5, 2011
	 
	 
	Tuesday, October 11, 2011
	Wednesday, October 12, 2011

	Thursday, October 6, 2011
	 
	 
	Wednesday, October 12, 2011
	Thursday, October 13, 2011

	Friday, October 7, 2011
	Saturday, October 8, 2011
	Sunday, October 9, 2011
	Thursday, October 13, 2011
	Friday, October 14, 2011

	Tuesday, October 11, 2011
	 
	 
	Friday, October 14, 2011
	Monday, October 17, 2011

	Wednesday, October 12, 2011
	 
	 
	Monday, October 17, 2011
	Tuesday, October 18, 2011

	Thursday, October 13, 2011
	 
	 
	Tuesday, October 18, 2011
	Wednesday, October 19, 2011

	Monday, October 17, 2011
	 
	 
	Wednesday, October 19, 2011
	Thursday, October 20, 2011

	Friday, October 14, 2011
	Saturday, October 15, 2011
	Sunday, October 16, 2011
	Thursday, October 20, 2011
	Friday, October 21, 2011

	Tuesday, October 18, 2011
	 
	 
	Friday, October 21, 2011
	Monday, October 24, 2011

	Wednesday, October 19, 2011
	 
	 
	Monday, October 24, 2011
	Tuesday, October 25, 2011

	Thursday, October 20, 2011
	 
	 
	Tuesday, October 25, 2011
	Wednesday, October 26, 2011

	Monday, October 24, 2011
	 
	 
	Wednesday, October 26, 2011
	Thursday, October 27, 2011

	Friday, October 21, 2011
	Saturday, October 22, 2011
	Sunday, October 23, 2011
	Thursday, October 27, 2011
	Friday, October 28, 2011

	Tuesday, October 25, 2011
	 
	 
	Friday, October 28, 2011
	Monday, October 31, 2011






 
Schedule G-5












	
					
	Day 1 Flow Data For :
	Day 2 Flow Data For :
	Day 3 Flow Data For :
	Invoice Date
	Payment Date

	Wednesday, October 26, 2011
	 
	 
	Monday, October 31, 2011
	Tuesday, November 1, 2011

	Thursday, October 27, 2011
	 
	 
	Tuesday, November 1, 2011
	Wednesday, November 2, 2011

	Monday, October 31, 2011
	 
	 
	Wednesday, November 2, 2011
	Thursday, November 3, 2011

	Friday, October 28, 2011
	Saturday, October 29, 2011
	Sunday, October 30, 2011
	Thursday, November 3, 2011
	Friday, November 4, 2011

	Tuesday, November 1, 2011
	 
	 
	Friday, November 4, 2011
	Monday, November 7, 2011

	Wednesday, November 2, 2011
	 
	 
	Monday, November 7, 2011
	Tuesday, November 8, 2011

	Thursday, November 3, 2011
	 
	 
	Tuesday, November 8, 2011
	Wednesday, November 9, 2011

	Friday, November 4, 2011
	Saturday, November 5, 2011
	Sunday, November 6, 2011
	Wednesday, November 9, 2011
	Thursday, November 10, 2011

	Monday, November 7, 2011
	 
	 
	Thursday, November 10, 2011
	Monday, November 14, 2011

	Wednesday, November 9, 2011
	 
	 
	Monday, November 14, 2011
	Tuesday, November 15, 2011

	Thursday, November 10, 2011
	 
	 
	Tuesday, November 15, 2011
	Wednesday, November 16, 2011

	Monday, November 14, 2011
	 
	 
	Wednesday, November 16, 2011
	Thursday, November 17, 2011

	Friday, November 11, 2011
	Saturday, November 12, 2011
	Sunday, November 13, 2011
	Thursday, November 17, 2011
	Friday, November 18, 2011

	Tuesday, November 15, 2011
	 
	 
	Friday, November 18, 2011
	Monday, November 21, 2011

	Wednesday, November 16, 2011
	 
	 
	Monday, November 21, 2011
	Tuesday, November 22, 2011

	Thursday, November 17, 2011
	 
	 
	Tuesday, November 22, 2011
	Wednesday, November 23, 2011

	Friday, November 18, 2011
	Saturday, November 19, 2011
	Sunday, November 20, 2011
	Wednesday, November 23, 2011
	Friday, November 25, 2011

	Monday, November 21, 2011
	 
	 
	Friday, November 25, 2011
	Monday, November 28, 2011

	Tuesday, November 22, 2011
	 
	 
	Monday, November 28, 2011
	Tuesday, November 29, 2011

	Wednesday, November 23, 2011
	 
	 
	Tuesday, November 29, 2011
	Wednesday, November 30, 2011

	Monday, November 28, 2011
	 
	 
	Wednesday, November 30, 2011
	Thursday, December 1, 2011

	Friday, November 25, 2011
	Saturday, November 26, 2011
	Sunday, November 27, 2011
	Thursday, December 1, 2011
	Friday, December 2, 2011

	Tuesday, November 29, 2011
	 
	 
	Friday, December 2, 2011
	Monday, December 5, 2011

	Wednesday, November 30, 2011
	 
	 
	Monday, December 5, 2011
	Tuesday, December 6, 2011

	Thursday, December 1, 2011
	 
	 
	Tuesday, December 6, 2011
	Wednesday, December 7, 2011

	Monday, December 5, 2011
	 
	 
	Wednesday, December 7, 2011
	Thursday, December 8, 2011

	Friday, December 2, 2011
	Saturday, December 3, 2011
	Sunday, December 4, 2011
	Thursday, December 8, 2011
	Friday, December 9, 2011

	Tuesday, December 6, 2011
	 
	 
	Friday, December 9, 2011
	Monday, December 12, 2011

	Wednesday, December 7, 2011
	 
	 
	Monday, December 12, 2011
	Tuesday, December 13, 2011

	Thursday, December 8, 2011
	 
	 
	Tuesday, December 13, 2011
	Wednesday, December 14, 2011

	Monday, December 12, 2011
	 
	 
	Wednesday, December 14, 2011
	Thursday, December 15, 2011








NY2-684202










 
Schedule G-6












	
					
	Day 1 Flow Data For :
	Day 2 Flow Data For :
	Day 3 Flow Data For :
	Invoice Date
	Payment Date

	Friday, December 9, 2011
	Saturday, December 10, 2011
	Sunday, December 11, 2011
	Thursday, December 15, 2011
	Friday, December 16, 2011

	Tuesday, December 13, 2011
	 
	 
	Friday, December 16, 2011
	Monday, December 19, 2011

	Wednesday, December 14, 2011
	 
	 
	Monday, December 19, 2011
	Tuesday, December 20, 2011

	Thursday, December 15, 2011
	 
	 
	Tuesday, December 20, 2011
	Wednesday, December 21, 2011

	Monday, December 19, 2011
	 
	 
	Wednesday, December 21, 2011
	Thursday, December 22, 2011

	Friday, December 16, 2011
	Saturday, December 17, 2011
	Sunday, December 18, 2011
	Thursday, December 22, 2011
	Friday, December 23, 2011

	Tuesday, December 20, 2011
	 
	 
	Friday, December 23, 2011
	Tuesday, December 27, 2011

	Wednesday, December 21, 2011
	 
	 
	Tuesday, December 27, 2011
	Wednesday, December 28, 2011

	Thursday, December 22, 2011
	 
	 
	Wednesday, December 28, 2011
	Thursday, December 29, 2011

	Friday, December 23, 2011
	Saturday, December 24, 2011
	Sunday, December 25, 2011
	Thursday, December 29, 2011
	Friday, December 30, 2011

	Tuesday, December 27, 2011
	 
	 
	Friday, December 30, 2011
	Tuesday, January 3, 2012

	Wednesday, December 28, 2011
	 
	 
	Tuesday, January 3, 2012
	Wednesday, January 4, 2012

	Thursday, December 29, 2011
	 
	 
	Wednesday, January 4, 2012
	Thursday, January 5, 2012

	Friday, December 30, 2011
	Saturday, December 31, 2011
	Sunday, January 1, 2012
	Thursday, January 5, 2012
	Friday, January 6, 2012

	Tuesday, January 3, 2012
	 
	 
	Friday, January 6, 2012
	Monday, January 9, 2012

	Wednesday, January 4, 2012
	 
	 
	Monday, January 9, 2012
	Tuesday, January 10, 2012

	Thursday, January 5, 2012
	 
	 
	Tuesday, January 10, 2012
	Wednesday, January 11, 2012

	Monday, January 9, 2012
	 
	 
	Wednesday, January 11, 2012
	Thursday, January 12, 2012

	Friday, January 6, 2012
	Saturday, January 7, 2012
	Sunday, January 8, 2012
	Thursday, January 12, 2012
	Friday, January 13, 2012

	Tuesday, January 10, 2012
	 
	 
	Friday, January 13, 2012
	Tuesday, January 17, 2012

	Wednesday, January 11, 2012
	 
	 
	Tuesday, January 17, 2012
	Wednesday, January 18, 2012

	Thursday, January 12, 2012
	 
	 
	Wednesday, January 18, 2012
	Thursday, January 19, 2012

	Friday, January 13, 2012
	Saturday, January 14, 2012
	Sunday, January 15, 2012
	Thursday, January 19, 2012
	Friday, January 20, 2012

	Tuesday, January 17, 2012
	 
	 
	Friday, January 20, 2012
	Monday, January 23, 2012

	Wednesday, January 18, 2012
	 
	 
	Monday, January 23, 2012
	Tuesday, January 24, 2012

	Thursday, January 19, 2012
	 
	 
	Tuesday, January 24, 2012
	Wednesday, January 25, 2012

	Monday, January 23, 2012
	 
	 
	Wednesday, January 25, 2012
	Thursday, January 26, 2012

	Friday, January 20, 2012
	Saturday, January 21, 2012
	Sunday, January 22, 2012
	Thursday, January 26, 2012
	Friday, January 27, 2012











	
					
	Tuesday, January 24, 2012
	 
	 
	Friday, January 27, 2012
	Monday, January 30, 2012

	Wednesday, January 25, 2012
	 
	 
	Monday, January 30, 2012
	Tuesday, January 31, 2012

	Thursday, January 26, 2012
	 
	 
	Tuesday, January 31, 2012
	Wednesday, February 1, 2012








NY2-684202
 
Schedule G-7












	
					
	Day 1 Flow Data For :
	Day 2 Flow Data For :
	Day 3 Flow Data For :
	Invoice Date
	Payment Date

	Monday, January 30, 2012
	 
	 
	Wednesday, February 1, 2012
	Thursday, February 2, 2012

	Friday, January 27, 2012
	Saturday, January 28, 2012
	Sunday, January 29, 2012
	Thursday, February 2, 2012
	Friday, February 3, 2012

	Tuesday, January 31, 2012
	 
	 
	Friday, February 3, 2012
	Monday, February 6, 2012

	Wednesday, February 1, 2012
	 
	 
	Monday, February 6, 2012
	Tuesday, February 7, 2012

	Thursday, February 2, 2012
	 
	 
	Tuesday, February 7, 2012
	Wednesday, February 8, 2012

	Monday, February 6, 2012
	 
	 
	Wednesday, February 8, 2012
	Thursday, February 9, 2012

	Friday, February 3, 2012
	Saturday, February 4, 2012
	Sunday, February 5, 2012
	Thursday, February 9, 2012
	Friday, February 10, 2012

	Tuesday, February 7, 2012
	 
	 
	Friday, February 10, 2012
	Monday, February 13, 2012

	Wednesday, February 8, 2012
	 
	 
	Monday, February 13, 2012
	Tuesday, February 14, 2012

	Thursday, February 9, 2012
	 
	 
	Tuesday, February 14, 2012
	Wednesday, February 15, 2012

	Monday, February 13, 2012
	 
	 
	Wednesday, February 15, 2012
	Thursday, February 16, 2012

	Friday, February 10, 2012
	Saturday, February 11, 2012
	Sunday, February 12, 2012
	Thursday, February 16, 2012
	Friday, February 17, 2012

	Tuesday, February 14, 2012
	 
	 
	Friday, February 17, 2012
	Tuesday, February 21, 2012

	Wednesday, February 15, 2012
	 
	 
	Tuesday, February 21, 2012
	Wednesday, February 22, 2012

	Thursday, February 16, 2012
	 
	 
	Wednesday, February 22, 2012
	Thursday, February 23, 2012

	Friday, February 17, 2012
	Saturday, February 18, 2012
	Sunday, February 19, 2012
	Thursday, February 23, 2012
	Friday, February 24, 2012

	Tuesday, February 21, 2012
	 
	 
	Friday, February 24, 2012
	Monday, February 27, 2012

	Wednesday, February 22, 2012
	 
	 
	Monday, February 27, 2012
	Tuesday, February 28, 2012

	Thursday, February 23, 2012
	 
	 
	Tuesday, February 28, 2012
	Wednesday, February 29, 2012

	Monday, February 27, 2012
	 
	 
	Wednesday, February 29, 2012
	Thursday, March 1, 2012

	Friday, February 24, 2012
	Saturday, February 25, 2012
	Sunday, February 26, 2012
	Thursday, March 1, 2012
	Friday, March 2, 2012

	Tuesday, February 28, 2012
	 
	 
	Friday, March 2, 2012
	Monday, March 5, 2012

	Wednesday, February 29, 2012
	 
	 
	Monday, March 5, 2012
	Tuesday, March 6, 2012

	Thursday, March 1, 2012
	 
	 
	Tuesday, March 6, 2012
	Wednesday, March 7, 2012

	Monday, March 5, 2012
	 
	 
	Wednesday, March 7, 2012
	Thursday, March 8, 2012

	Friday, March 2, 2012
	Saturday, March 3, 2012
	Sunday, March 4, 2012
	Thursday, March 8, 2012
	Friday, March 9, 2012

	Tuesday, March 6, 2012
	 
	 
	Friday, March 9, 2012
	Monday, March 12, 2012

	Wednesday, March 7, 2012
	 
	 
	Monday, March 12, 2012
	Tuesday, March 13, 2012

	Thursday, March 8, 2012
	 
	 
	Tuesday, March 13, 2012
	Wednesday, March 14, 2012

	Monday, March 12, 2012
	 
	 
	Wednesday, March 14, 2012
	Thursday, March 15, 2012











	
					
	Friday, March 9, 2012
	Saturday, March 10, 2012
	Sunday, March 11, 2012
	Thursday, March 15, 2012
	Friday, March 16, 2012








NY2-684202
 
Schedule G-8












	
					
	Day 1 Flow Data For :
	Day 2 Flow Data For :
	Day 3 Flow Data For :
	Invoice Date
	Payment Date

	Tuesday, March 13, 2012
	 
	 
	Friday, March 16, 2012
	Monday, March 19, 2012

	Wednesday, March 14, 2012
	 
	 
	Monday, March 19, 2012
	Tuesday, March 20, 2012

	Thursday, March 15, 2012
	 
	 
	Tuesday, March 20, 2012
	Wednesday, March 21, 2012

	Monday, March 19, 2012
	 
	 
	Wednesday, March 21, 2012
	Thursday, March 22, 2012

	Friday, March 16, 2012
	Saturday, March 17, 2012
	Sunday, March 18, 2012
	Thursday, March 22, 2012
	Friday, March 23, 2012

	Tuesday, March 20, 2012
	 
	 
	Friday, March 23, 2012
	Monday, March 26, 2012

	Wednesday, March 21, 2012
	 
	 
	Monday, March 26, 2012
	Tuesday, March 27, 2012

	Thursday, March 22, 2012
	 
	 
	Tuesday, March 27, 2012
	Wednesday, March 28, 2012

	Monday, March 26, 2012
	 
	 
	Wednesday, March 28, 2012
	Thursday, March 29, 2012

	Friday, March 23, 2012
	Saturday, March 24, 2012
	Sunday, March 25, 2012
	Thursday, March 29, 2012
	Friday, March 30, 2012

	Tuesday, March 27, 2012
	 
	 
	Friday, March 30, 2012
	Monday, April 2, 2012

	Wednesday, March 28, 2012
	 
	 
	Monday, April 2, 2012
	Tuesday, April 3, 2012

	Thursday, March 29, 2012
	 
	 
	Tuesday, April 3, 2012
	Wednesday, April 4, 2012

	Monday, April 2, 2012
	 
	 
	Wednesday, April 4, 2012
	Thursday, April 5, 2012

	Friday, March 30, 2012
	Saturday, March 31, 2012
	Sunday, April 1, 2012
	Wednesday, April 4, 2012
	Thursday, April 5, 2012

	Tuesday, April 3, 2012
	 
	 
	Thursday, April 5, 2012
	Monday, April 9, 2012

	Wednesday, April 4, 2012
	 
	 
	Monday, April 9, 2012
	Tuesday, April 10, 2012

	Thursday, April 5, 2012
	 
	 
	Tuesday, April 10, 2012
	Wednesday, April 11, 2012

	Monday, April 9, 2012
	 
	 
	Wednesday, April 11, 2012
	Thursday, April 12, 2012

	Friday, April 6, 2012
	Saturday, April 7, 2012
	Sunday, April 8, 2012
	Thursday, April 12, 2012
	Friday, April 13, 2012

	Tuesday, April 10, 2012
	 
	 
	Friday, April 13, 2012
	Monday, April 16, 2012

	Wednesday, April 11, 2012
	 
	 
	Monday, April 16, 2012
	Tuesday, April 17, 2012

	Thursday, April 12, 2012
	 
	 
	Tuesday, April 17, 2012
	Wednesday, April 18, 2012

	Monday, April 16, 2012
	 
	 
	Wednesday, April 18, 2012
	Thursday, April 19, 2012











	
					
	Friday, April 13, 2012
	Saturday, April 14, 2012
	Sunday, April 15, 2012
	Thursday, April 19, 2012
	Friday, April 20, 2012

	Tuesday, April 17, 2012
	 
	 
	Friday, April 20, 2012
	Monday, April 23, 2012

	Wednesday, April 18, 2012
	 
	 
	Monday, April 23, 2012
	Tuesday, April 24, 2012

	Thursday, April 19, 2012
	 
	 
	Tuesday, April 24, 2012
	Wednesday, April 25, 2012

	Monday, April 23, 2012
	 
	 
	Wednesday, April 25, 2012
	Thursday, April 26, 2012

	Friday, April 20, 2012
	Saturday, April 21, 2012
	Sunday, April 22, 2012
	Thursday, April 26, 2012
	Friday, April 27, 2012

	Tuesday, April 24, 2012
	 
	 
	Friday, April 27, 2012
	Monday, April 30, 2012








NY2-684202
 
Schedule G-9












	
					
	Day 1 Flow Data For :
	Day 2 Flow Data For :
	Day 3 Flow Data For :
	Invoice Date
	Payment Date

	Wednesday, April 25, 2012
	 
	 
	Monday, April 30, 2012
	Tuesday, May 1, 2012

	Thursday, April 26, 2012
	 
	 
	Tuesday, May 1, 2012
	Wednesday, May 2, 2012

	Monday, April 30, 2012
	 
	 
	Wednesday, May 2, 2012
	Thursday, May 3, 2012

	Friday, April 27, 2012
	Saturday, April 28, 2012
	Sunday, April 29, 2012
	Thursday, May 3, 2012
	Friday, May 4, 2012

	Tuesday, May 1, 2012
	 
	 
	Friday, May 4, 2012
	Monday, May 7, 2012

	Wednesday, May 2, 2012
	 
	 
	Monday, May 7, 2012
	Tuesday, May 8, 2012

	Thursday, May 3, 2012
	 
	 
	Tuesday, May 8, 2012
	Wednesday, May 9, 2012

	Monday, May 7, 2012
	 
	 
	Wednesday, May 9, 2012
	Thursday, May 10, 2012

	Friday, May 4, 2012
	Saturday, May 5, 2012
	Sunday, May 6, 2012
	Thursday, May 10, 2012
	Friday, May 11, 2012

	Tuesday, May 8, 2012
	 
	 
	Friday, May 11, 2012
	Monday, May 14, 2012

	Wednesday, May 9, 2012
	 
	 
	Monday, May 14, 2012
	Tuesday, May 15, 2012

	Thursday, May 10, 2012
	 
	 
	Tuesday, May 15, 2012
	Wednesday, May 16, 2012

	Monday, May 14, 2012
	 
	 
	Wednesday, May 16, 2012
	Thursday, May 17, 2012

	Friday, May 11, 2012
	Saturday, May 12, 2012
	Sunday, May 13, 2012
	Thursday, May 17, 2012
	Friday, May 18, 2012

	Tuesday, May 15, 2012
	 
	 
	Friday, May 18, 2012
	Monday, May 21, 2012

	Wednesday, May 16, 2012
	 
	 
	Monday, May 21, 2012
	Tuesday, May 22, 2012

	Thursday, May 17, 2012
	 
	 
	Tuesday, May 22, 2012
	Wednesday, May 23, 2012

	Monday, May 21, 2012
	 
	 
	Wednesday, May 23, 2012
	Thursday, May 24, 2012

	Friday, May 18, 2012
	Saturday, May 19, 2012
	Sunday, May 20, 2012
	Thursday, May 24, 2012
	Friday, May 25, 2012

	Tuesday, May 22, 2012
	 
	 
	Friday, May 25, 2012
	Tuesday, May 29, 2012

	Wednesday, May 23, 2012
	 
	 
	Tuesday, May 29, 2012
	Wednesday, May 30, 2012

	Thursday, May 24, 2012
	 
	 
	Wednesday, May 30, 2012
	Thursday, May 31, 2012

	Friday, May 25, 2012
	Saturday, May 26, 2012
	Sunday, May 27, 2012
	Thursday, May 31, 2012
	Friday, June 1, 2012











	
					
	Tuesday, May 29, 2012
	 
	 
	Friday, June 1, 2012
	Monday, June 4, 2012

	Wednesday, May 30, 2012
	 
	 
	Monday, June 4, 2012
	Tuesday, June 5, 2012

	Thursday, May 31, 2012
	 
	 
	Tuesday, June 5, 2012
	Wednesday, June 6, 2012

	Monday, June 4, 2012
	 
	 
	Wednesday, June 6, 2012
	Thursday, June 7, 2012

	Friday, June 1, 2012
	Saturday, June 2, 2012
	Sunday, June 3, 2012
	Thursday, June 7, 2012
	Friday, June 8, 2012

	Tuesday, June 5, 2012
	 
	 
	Friday, June 8, 2012
	Monday, June 11, 2012

	Wednesday, June 6, 2012
	 
	 
	Monday, June 11, 2012
	Tuesday, June 12, 2012

	Thursday, June 7, 2012
	 
	 
	Tuesday, June 12, 2012
	Wednesday, June 13, 2012








NY2-684202
 
Schedule G-10












	
					
	Day 1 Flow Data For :
	Day 2 Flow Data For :
	Day 3 Flow Data For :
	Invoice Date
	Payment Date

	Monday, June 11, 2012
	 
	 
	Wednesday, June 13, 2012
	Thursday, June 14, 2012

	Friday, June 8, 2012
	Saturday, June 9, 2012
	Sunday, June 10, 2012
	Thursday, June 14, 2012
	Friday, June 15, 2012

	Tuesday, June 12, 2012
	 
	 
	Friday, June 15, 2012
	Monday, June 18, 2012

	Wednesday, June 13, 2012
	 
	 
	Monday, June 18, 2012
	Tuesday, June 19, 2012

	Thursday, June 14, 2012
	 
	 
	Tuesday, June 19, 2012
	Wednesday, June 20, 2012

	Monday, June 18, 2012
	 
	 
	Wednesday, June 20, 2012
	Thursday, June 21, 2012

	Friday, June 15, 2012
	Saturday, June 16, 2012
	Sunday, June 17, 2012
	Thursday, June 21, 2012
	Friday, June 22, 2012

	Tuesday, June 19, 2012
	 
	 
	Friday, June 22, 2012
	Monday, June 25, 2012

	Wednesday, June 20, 2012
	 
	 
	Monday, June 25, 2012
	Tuesday, June 26, 2012

	Thursday, June 21, 2012
	 
	 
	Tuesday, June 26, 2012
	Wednesday, June 27, 2012

	Monday, June 25, 2012
	 
	 
	Wednesday, June 27, 2012
	Thursday, June 28, 2012

	Friday, June 22, 2012
	Saturday, June 23, 2012
	Sunday, June 24, 2012
	Thursday, June 28, 2012
	Friday, June 29, 2012

	Tuesday, June 26, 2012
	 
	 
	Friday, June 29, 2012
	Monday, July 2, 2012

	Wednesday, June 27, 2012
	 
	 
	Monday, July 2, 2012
	Tuesday, July 3, 2012

	Thursday, June 28, 2012
	 
	 
	Tuesday, July 3, 2012
	Thursday, July 5, 2012

	Friday, June 29, 2012
	Saturday, June 30, 2012
	Sunday, July 1, 2012
	Thursday, July 5, 2012
	Friday, July 6, 2012

	Monday, July 2, 2012
	 
	 
	Friday, July 6, 2012
	Monday, July 9, 2012

	Tuesday, July 3, 2012
	 
	 
	Monday, July 9, 2012
	Tuesday, July 10, 2012

	Thursday, July 5, 2012
	 
	 
	Tuesday, July 10, 2012
	Wednesday, July 11, 2012

	Monday, July 9, 2012
	 
	 
	Wednesday, July 11, 2012
	Thursday, July 12, 2012

	Friday, July 6, 2012
	Saturday, July 7, 2012
	Sunday, July 8, 2012
	Thursday, July 12, 2012
	Friday, July 13, 2012

	Tuesday, July 10, 2012
	 
	 
	Friday, July 13, 2012
	Monday, July 16, 2012

	Wednesday, July 11, 2012
	 
	 
	Monday, July 16, 2012
	Tuesday, July 17, 2012

	Thursday, July 12, 2012
	 
	 
	Tuesday, July 17, 2012
	Wednesday, July 18, 2012

	Monday, July 16, 2012
	 
	 
	Wednesday, July 18, 2012
	Thursday, July 19, 2012











	
					
	Friday, July 13, 2012
	Saturday, July 14, 2012
	Sunday, July 15, 2012
	Thursday, July 19, 2012
	Friday, July 20, 2012

	Tuesday, July 17, 2012
	 
	 
	Friday, July 20, 2012
	Monday, July 23, 2012

	Wednesday, July 18, 2012
	 
	 
	Monday, July 23, 2012
	Tuesday, July 24, 2012

	Thursday, July 19, 2012
	 
	 
	Tuesday, July 24, 2012
	Wednesday, July 25, 2012

	Monday, July 23, 2012
	 
	 
	Wednesday, July 25, 2012
	Thursday, July 26, 2012

	Friday, July 20, 2012
	Saturday, July 21, 2012
	Sunday, July 22, 2012
	Thursday, July 26, 2012
	Friday, July 27, 2012








NY2-684202
 
Schedule G-11












	
					
	Day 1 Flow Data For :
	Day 2 Flow Data For :
	Day 3 Flow Data For :
	Invoice Date
	Payment Date

	Tuesday, July 24, 2012
	 
	 
	Friday, July 27, 2012
	Monday, July 30, 2012

	Wednesday, July 25, 2012
	 
	 
	Monday, July 30, 2012
	Tuesday, July 31, 2012

	Thursday, July 26, 2012
	 
	 
	Tuesday, July 31, 2012
	Wednesday, August 1, 2012

	Monday, July 30, 2012
	 
	 
	Wednesday, August 1, 2012
	Thursday, August 2, 2012

	Friday, July 27, 2012
	Saturday, July 28, 2012
	Sunday, July 29, 2012
	Thursday, August 2, 2012
	Friday, August 3, 2012

	Tuesday, July 31, 2012
	 
	 
	Friday, August 3, 2012
	Monday, August 6, 2012

	Wednesday, August 1, 2012
	 
	 
	Monday, August 6, 2012
	Tuesday, August 7, 2012

	Thursday, August 2, 2012
	 
	 
	Tuesday, August 7, 2012
	Wednesday, August 8, 2012

	Monday, August 6, 2012
	 
	 
	Wednesday, August 8, 2012
	Thursday, August 9, 2012

	Friday, August 3, 2012
	Saturday, August 4, 2012
	Sunday, August 5, 2012
	Thursday, August 9, 2012
	Friday, August 10, 2012

	Tuesday, August 7, 2012
	 
	 
	Friday, August 10, 2012
	Monday, August 13, 2012

	Wednesday, August 8, 2012
	 
	 
	Monday, August 13, 2012
	Tuesday, August 14, 2012

	Thursday, August 9, 2012
	 
	 
	Tuesday, August 14, 2012
	Wednesday, August 15, 2012

	Monday, August 13, 2012
	 
	 
	Wednesday, August 15, 2012
	Thursday, August 16, 2012

	Friday, August 10, 2012
	Saturday, August 11, 2012
	Sunday, August 12, 2012
	Thursday, August 16, 2012
	Friday, August 17, 2012

	Tuesday, August 14, 2012
	 
	 
	Friday, August 17, 2012
	Monday, August 20, 2012

	Wednesday, August 15, 2012
	 
	 
	Monday, August 20, 2012
	Tuesday, August 21, 2012

	Thursday, August 16, 2012
	 
	 
	Tuesday, August 21, 2012
	Wednesday, August 22, 2012

	Monday, August 20, 2012
	 
	 
	Wednesday, August 22, 2012
	Thursday, August 23, 2012

	Friday, August 17, 2012
	Saturday, August 18, 2012
	Sunday, August 19, 2012
	Thursday, August 23, 2012
	Friday, August 24, 2012

	Tuesday, August 21, 2012
	 
	 
	Friday, August 24, 2012
	Monday, August 27, 2012

	Wednesday, August 22, 2012
	 
	 
	Monday, August 27, 2012
	Tuesday, August 28, 2012

	Thursday, August 23, 2012
	 
	 
	Tuesday, August 28, 2012
	Wednesday, August 29, 2012











	
					
	Monday, August 27, 2012
	 
	 
	Wednesday, August 29, 2012
	Thursday, August 30, 2012

	Friday, August 24, 2012
	Saturday, August 25, 2012
	Sunday, August 26, 2012
	Thursday, August 30, 2012
	Friday, August 31, 2012

	Tuesday, August 28, 2012
	 
	 
	Friday, August 31, 2012
	Tuesday, September 4, 2012

	Wednesday, August 29, 2012
	 
	 
	Tuesday, September 4, 2012
	Wednesday, September 5, 2012

	

Thursday, August 30, 2012
	 
	 
	Wednesday, September 05,
2012
	

Thursday, September 06, 2012

	Friday, August 31, 2012
	Saturday, September 1, 2012
	Sunday, September 2, 2012
	Thursday, September 6, 2012
	Friday, September 7, 2012

	Tuesday, September 4, 2012
	 
	 
	Friday, September 7, 2012
	Monday, September 10, 2012








NY2-684202
 
Schedule G-12












	
					
	Day 1 Flow Data For :
	Day 2 Flow Data For :
	Day 3 Flow Data For :
	Invoice Date
	Payment Date

	Wednesday, September 5, 2012
	 
	 
	Monday, September 10, 2012
	Tuesday, September 11, 2012

	Thursday, September 6, 2012
	 
	 
	Tuesday, September 11, 2012
	Wednesday, September 12, 2012

	

Monday, September 10, 2012
	 
	 
	Wednesday, September 12,
2012
	

Thursday, September 13, 2012

	Friday, September 7, 2012
	Saturday, September 8, 2012
	Sunday, September 9, 2012
	Thursday, September 13, 2012
	Friday, September 14, 2012

	Tuesday, September 11, 2012
	 
	 
	Friday, September 14, 2012
	Monday, September 17, 2012

	Wednesday, September 12, 2012
	 
	 
	Monday, September 17, 2012
	Tuesday, September 18, 2012

	Thursday, September 13, 2012
	 
	 
	Tuesday, September 18, 2012
	Wednesday, September 19, 2012

	

Monday, September 17, 2012
	 
	 
	Wednesday, September 19,
2012
	

Thursday, September 20, 2012

	Friday, September 14, 2012
	Saturday, September 15, 2012
	Sunday, September 16, 2012
	Thursday, September 20, 2012
	Friday, September 21, 2012

	Tuesday, September 18, 2012
	 
	 
	Friday, September 21, 2012
	Monday, September 24, 2012

	Wednesday, September 19, 2012
	 
	 
	Monday, September 24, 2012
	Tuesday, September 25, 2012

	Thursday, September 20, 2012
	 
	 
	Tuesday, September 25, 2012
	Wednesday, September 26, 2012

	

Monday, September 24, 2012
	 
	 
	Wednesday, September 26,
2012
	

Thursday, September 27, 2012

	Friday, September 21, 2012
	Saturday, September 22, 2012
	Sunday, September 23, 2012
	Thursday, September 27, 2012
	Friday, September 28, 2012

	Tuesday, September 25, 2012
	 
	 
	Friday, September 28, 2012
	Monday, October 1, 2012

	Wednesday, September 26, 2012
	 
	 
	Monday, October 1, 2012
	Tuesday, October 2, 2012

	Thursday, September 27, 2012
	 
	 
	Tuesday, October 2, 2012
	Wednesday, October 3, 2012

	Monday, October 1, 2012
	 
	 
	Wednesday, October 3, 2012
	Thursday, October 4, 2012

	

Friday, September 28, 2012
	

Saturday, September 29, 2012
	Sunday, September 30,
2012
	

Thursday, October 04, 2012
	

Friday, October 05, 2012

	Tuesday, October 2, 2012
	 
	 
	Friday, October 5, 2012
	Tuesday, October 9, 2012

	Wednesday, October 3, 2012
	 
	 
	Tuesday, October 9, 2012
	Wednesday, October 10, 2012

	Thursday, October 4, 2012
	 
	 
	Wednesday, October 10, 2012
	Thursday, October 11, 2012

	Friday, October 5, 2012
	Saturday, October 6, 2012
	Sunday, October 7, 2012
	Thursday, October 11, 2012
	Friday, October 12, 2012

	Tuesday, October 9, 2012
	 
	 
	Friday, October 12, 2012
	Monday, October 15, 2012

	Wednesday, October 10, 2012
	 
	 
	Monday, October 15, 2012
	Tuesday, October 16, 2012

	Thursday, October 11, 2012
	 
	 
	Tuesday, October 16, 2012
	Wednesday, October 17, 2012

	Monday, October 15, 2012
	 
	 
	Wednesday, October 17, 2012
	Thursday, October 18, 2012

	Friday, October 12, 2012
	Saturday, October 13, 2012
	Sunday, October 14, 2012
	Thursday, October 18, 2012
	Friday, October 19, 2012










NY2-684202










 

Schedule G-13












	
					
	Day 1 Flow Data For :
	Day 2 Flow Data For :
	Day 3 Flow Data For :
	Invoice Date
	Payment Date

	Tuesday, October 16, 2012
	 
	 
	Friday, October 19, 2012
	Monday, October 22, 2012

	Wednesday, October 17, 2012
	 
	 
	Monday, October 22, 2012
	Tuesday, October 23, 2012

	Thursday, October 18, 2012
	 
	 
	Tuesday, October 23, 2012
	Wednesday, October 24, 2012

	Monday, October 22, 2012
	 
	 
	Wednesday, October 24, 2012
	Thursday, October 25, 2012

	Friday, October 19, 2012
	Saturday, October 20, 2012
	Sunday, October 21, 2012
	Thursday, October 25, 2012
	Friday, October 26, 2012

	Tuesday, October 23, 2012
	 
	 
	Friday, October 26, 2012
	Monday, October 29, 2012

	Wednesday, October 24, 2012
	 
	 
	Monday, October 29, 2012
	Tuesday, October 30, 2012

	Thursday, October 25, 2012
	 
	 
	Tuesday, October 30, 2012
	Wednesday, October 31, 2012

	Monday, October 29, 2012
	 
	 
	Wednesday, October 31, 2012
	Thursday, November 1, 2012

	Friday, October 26, 2012
	Saturday, October 27, 2012
	Sunday, October 28, 2012
	Thursday, November 1, 2012
	Friday, November 2, 2012

	Tuesday, October 30, 2012
	 
	 
	Friday, November 2, 2012
	Monday, November 5, 2012

	Wednesday, October 31, 2012
	 
	 
	Monday, November 5, 2012
	Tuesday, November 6, 2012

	Thursday, November 1, 2012
	 
	 
	Tuesday, November 6, 2012
	Wednesday, November 7, 2012

	Monday, November 5, 2012
	 
	 
	Wednesday, November 7, 2012
	Thursday, November 8, 2012

	Friday, November 2, 2012
	Saturday, November 3, 2012
	Sunday, November 4, 2012
	Thursday, November 8, 2012
	Friday, November 9, 2012

	Tuesday, November 6, 2012
	 
	 
	Friday, November 9, 2012
	Tuesday, November 13, 2012

	Wednesday, November 7, 2012
	 
	 
	Tuesday, November 13, 2012
	Wednesday, November 14, 2012

	Thursday, November 8, 2012
	 
	 
	Wednesday, November 14, 2012
	Thursday, November 15, 2012

	Friday, November 9, 2012
	Saturday, November 10, 2012
	Sunday, November 11, 2012
	Thursday, November 15, 2012
	Friday, November 16, 2012

	Tuesday, November 13, 2012
	 
	 
	Friday, November 16, 2012
	Monday, November 19, 2012

	Wednesday, November 14, 2012
	 
	 
	Monday, November 19, 2012
	Tuesday, November 20, 2012

	Thursday, November 15, 2012
	 
	 
	Tuesday, November 20, 2012
	Wednesday, November 21, 2012

	Friday, November 16, 2012
	Saturday, November 17, 2012
	Sunday, November 18, 2012
	Wednesday, November 21, 2012
	Friday, November 23, 2012

	Monday, November 19, 2012
	 
	 
	Friday, November 23, 2012
	Monday, November 26, 2012

	Tuesday, November 20, 2012
	 
	 
	Monday, November 26, 2012
	Tuesday, November 27, 2012

	Friday, November 23, 2012
	 
	 
	Tuesday, November 27, 2012
	Wednesday, November 28, 2012

	Monday, November 26, 2012
	 
	 
	Wednesday, November 28, 2012
	Thursday, November 29, 2012

	Friday, November 23, 2012
	Saturday, November 24, 2012
	Sunday, November 25, 2012
	Thursday, November 29, 2012
	Friday, November 30, 2012











	
					
	Tuesday, November 27, 2012
	 
	 
	Friday, November 30, 2012
	Monday, December 3, 2012

	Wednesday, November 28, 2012
	 
	 
	Monday, December 3, 2012
	Tuesday, December 4, 2012

	Thursday, November 29, 2012
	 
	 
	Tuesday, December 4, 2012
	Wednesday, December 5, 2012








NY2-684202
 
Schedule G-14












	
					
	Day 1 Flow Data For :
	Day 2 Flow Data For :
	Day 3 Flow Data For :
	Invoice Date
	Payment Date

	Monday, December 3, 2012
	 
	 
	Wednesday, December 5, 2012
	Thursday, December 6, 2012

	Friday, November 30, 2012
	Saturday, December 1, 2012
	Sunday, December 2, 2012
	Thursday, December 6, 2012
	Friday, December 7, 2012

	Tuesday, December 4, 2012
	 
	 
	Friday, December 7, 2012
	Monday, December 10, 2012

	Wednesday, December 5, 2012
	 
	 
	Monday, December 10, 2012
	Tuesday, December 11, 2012

	Thursday, December 6, 2012
	 
	 
	Tuesday, December 11, 2012
	Wednesday, December 12, 2012

	Monday, December 10, 2012
	 
	 
	Wednesday, December 12, 2012
	Thursday, December 13, 2012

	Friday, December 7, 2012
	Saturday, December 8, 2012
	Sunday, December 9, 2012
	Thursday, December 13, 2012
	Friday, December 14, 2012

	Tuesday, December 11, 2012
	 
	 
	Friday, December 14, 2012
	Monday, December 17, 2012

	Wednesday, December 12, 2012
	 
	 
	Monday, December 17, 2012
	Tuesday, December 18, 2012

	Thursday, December 13, 2012
	 
	 
	Tuesday, December 18, 2012
	Wednesday, December 19, 2012

	Monday, December 17, 2012
	 
	 
	Wednesday, December 19, 2012
	Thursday, December 20, 2012

	Friday, December 14, 2012
	Saturday, December 15, 2012
	Sunday, December 16, 2012
	Thursday, December 20, 2012
	Friday, December 21, 2012

	Tuesday, December 18, 2012
	 
	 
	Friday, December 21, 2012
	Monday, December 24, 2012

	Wednesday, December 19, 2012
	 
	 
	Monday, December 24, 2012
	Wednesday, December 26, 2012

	Thursday, December 20, 2012
	 
	 
	Wednesday, December 26, 2012
	Thursday, December 27, 2012

	Friday, December 21, 2012
	Saturday, December 22, 2012
	Sunday, December 23, 2012
	Thursday, December 27, 2012
	Friday, December 28, 2012

	Monday, December 24, 2012
	 
	 
	Friday, December 28, 2012
	Monday, December 31, 2012

	Thursday, December 27, 2012
	 
	 
	Monday, December 31, 2012
	Wednesday, January 2, 2013

	Monday, December 31, 2012
	 
	 
	Wednesday, January 2, 2013
	Thursday, January 3, 2013

	Friday, December 28, 2012
	Saturday, December 29, 2012
	Sunday, December 30, 2012
	Thursday, January 3, 2013
	Friday, January 4, 2013

	Tuesday, January 1, 2013
	 
	 
	Friday, January 4, 2013
	Monday, January 7, 2013

	Wednesday, January 2, 2013
	 
	 
	Monday, January 7, 2013
	Tuesday, January 8, 2013

	Thursday, January 3, 2013
	 
	 
	Tuesday, January 8, 2013
	Wednesday, January 9, 2013

	Monday, January 7, 2013
	 
	 
	Wednesday, January 9, 2013
	Thursday, January 10, 2013

	Friday, January 4, 2013
	Saturday, January 5, 2013
	Sunday, January 6, 2013
	Thursday, January 10, 2013
	Friday, January 11, 2013

	Tuesday, January 8, 2013
	 
	 
	Friday, January 11, 2013
	Monday, January 14, 2013

	Wednesday, January 9, 2013
	 
	 
	Monday, January 14, 2013
	Tuesday, January 15, 2013

	Thursday, January 10, 2013
	 
	 
	Tuesday, January 15, 2013
	Wednesday, January 16, 2013

	Monday, January 14, 2013
	 
	 
	Wednesday, January 16, 2013
	Thursday, January 17, 2013

	Friday, January 11, 2013
	Saturday, January 12, 2013
	Sunday, January 13, 2013
	Thursday, January 17, 2013
	Friday, January 18, 2013

	Tuesday, January 15, 2013
	 
	 
	Friday, January 18, 2013
	Tuesday, January 22, 2013















NY2-684202
 
Schedule G-15












	
					
	Day 1 Flow Data For :
	Day 2 Flow Data For :
	Day 3 Flow Data For :
	Invoice Date
	Payment Date

	Wednesday, January 16, 2013
	 
	 
	Tuesday, January 22, 2013
	Wednesday, January 23, 2013

	Thursday, January 17, 2013
	 
	 
	Wednesday, January 23, 2013
	Thursday, January 24, 2013

	Friday, January 18, 2013
	Saturday, January 19, 2013
	Sunday, January 20, 2013
	Thursday, January 24, 2013
	Friday, January 25, 2013

	Tuesday, January 22, 2013
	 
	 
	Friday, January 25, 2013
	Monday, January 28, 2013

	Wednesday, January 23, 2013
	 
	 
	Monday, January 28, 2013
	Tuesday, January 29, 2013

	Thursday, January 24, 2013
	 
	 
	Tuesday, January 29, 2013
	Wednesday, January 30, 2013

	Monday, January 28, 2013
	 
	 
	Wednesday, January 30, 2013
	Thursday, January 31, 2013

	Friday, January 25, 2013
	Saturday, January 26, 2013
	Sunday, January 27, 2013
	Thursday, January 31, 2013
	Friday, February 1, 2013

	Tuesday, January 29, 2013
	 
	 
	Friday, February 1, 2013
	Monday, February 4, 2013

	Wednesday, January 30, 2013
	 
	 
	Monday, February 4, 2013
	Tuesday, February 5, 2013

	Thursday, January 31, 2013
	 
	 
	Tuesday, February 5, 2013
	Wednesday, February 6, 2013

	Monday, February 4, 2013
	 
	 
	Wednesday, February 6, 2013
	Thursday, February 7, 2013

	Friday, February 1, 2013
	Saturday, February 2, 2013
	Sunday, February 3, 2013
	Thursday, February 7, 2013
	Friday, February 8, 2013

	Tuesday, February 5, 2013
	 
	 
	Friday, February 8, 2013
	Monday, February 11, 2013

	Wednesday, February 6, 2013
	 
	 
	Monday, February 11, 2013
	Tuesday, February 12, 2013

	Thursday, February 7, 2013
	 
	 
	Tuesday, February 12, 2013
	Wednesday, February 13, 2013

	Monday, February 11, 2013
	 
	 
	Wednesday, February 13, 2013
	Thursday, February 14, 2013

	Friday, February 8, 2013
	Saturday, February 9, 2013
	Sunday, February 10, 2013
	Thursday, February 14, 2013
	Friday, February 15, 2013

	Tuesday, February 12, 2013
	 
	 
	Friday, February 15, 2013
	Tuesday, February 19, 2013

	Wednesday, February 13, 2013
	 
	 
	Tuesday, February 19, 2013
	Wednesday, February 20, 2013

	Thursday, February 14, 2013
	 
	 
	Wednesday, February 20, 2013
	Thursday, February 21, 2013

	Friday, February 15, 2013
	Saturday, February 16, 2013
	Sunday, February 17, 2013
	Thursday, February 21, 2013
	Friday, February 22, 2013

	Tuesday, February 19, 2013
	 
	 
	Friday, February 22, 2013
	Monday, February 25, 2013

	Wednesday, February 20, 2013
	 
	 
	Monday, February 25, 2013
	Tuesday, February 26, 2013

	Thursday, February 21, 2013
	 
	 
	Tuesday, February 26, 2013
	Wednesday, February 27, 2013

	Monday, February 25, 2013
	 
	 
	Wednesday, February 27, 2013
	Thursday, February 28, 2013

	Friday, February 22, 2013
	Saturday, February 23, 2013
	Sunday, February 24, 2013
	Thursday, February 28, 2013
	Friday, March 1, 2013











	
					
	Tuesday, February 26, 2013
	 
	 
	Friday, March 1, 2013
	Monday, March 4, 2013

	Wednesday, February 27, 2013
	 
	 
	Monday, March 4, 2013
	Tuesday, March 5, 2013

	Thursday, February 28, 2013
	 
	 
	Tuesday, March 5, 2013
	Wednesday, March 6, 2013

	Monday, March 4, 2013
	 
	 
	Wednesday, March 6, 2013
	Thursday, March 7, 2013








NY2-684202
 
Schedule G-16












	
					
	Day 1 Flow Data For :
	Day 2 Flow Data For :
	Day 3 Flow Data For :
	Invoice Date
	Payment Date

	Friday, March 1, 2013
	Saturday, March 2, 2013
	Sunday, March 3, 2013
	Thursday, March 7, 2013
	Friday, March 8, 2013

	Tuesday, March 5, 2013
	 
	 
	Friday, March 8, 2013
	Monday, March 11, 2013

	Wednesday, March 6, 2013
	 
	 
	Monday, March 11, 2013
	Tuesday, March 12, 2013

	Thursday, March 7, 2013
	 
	 
	Tuesday, March 12, 2013
	Wednesday, March 13, 2013

	Monday, March 11, 2013
	 
	 
	Wednesday, March 13, 2013
	Thursday, March 14, 2013

	Friday, March 8, 2013
	Saturday, March 9, 2013
	Sunday, March 10, 2013
	Thursday, March 14, 2013
	Friday, March 15, 2013

	Tuesday, March 12, 2013
	 
	 
	Friday, March 15, 2013
	Monday, March 18, 2013

	Wednesday, March 13, 2013
	 
	 
	Monday, March 18, 2013
	Tuesday, March 19, 2013

	Thursday, March 14, 2013
	 
	 
	Tuesday, March 19, 2013
	Wednesday, March 20, 2013

	Monday, March 18, 2013
	 
	 
	Wednesday, March 20, 2013
	Thursday, March 21, 2013

	Friday, March 15, 2013
	Saturday, March 16, 2013
	Sunday, March 17, 2013
	Thursday, March 21, 2013
	Friday, March 22, 2013

	Tuesday, March 19, 2013
	 
	 
	Friday, March 22, 2013
	Monday, March 25, 2013

	Wednesday, March 20, 2013
	 
	 
	Monday, March 25, 2013
	Tuesday, March 26, 2013

	Thursday, March 21, 2013
	 
	 
	Tuesday, March 26, 2013
	Wednesday, March 27, 2013

	Monday, March 25, 2013
	 
	 
	Wednesday, March 27, 2013
	Thursday, March 28, 2013

	Friday, March 22, 2013
	Saturday, March 23, 2013
	Sunday, March 24, 2013
	Wednesday, March 27, 2013
	Thursday, March 28, 2013

	Tuesday, March 26, 2013
	 
	 
	Thursday, March 28, 2013
	Monday, April 1, 2013

	Wednesday, March 27, 2013
	 
	 
	Monday, April 1, 2013
	Tuesday, April 2, 2013

	Thursday, March 28, 2013
	 
	 
	Tuesday, April 2, 2013
	Wednesday, April 3, 2013

	Monday, April 1, 2013
	 
	 
	Wednesday, April 3, 2013
	Thursday, April 4, 2013

	Friday, March 29, 2013
	Saturday, March 30, 2013
	Sunday, March 31, 2013
	Thursday, April 4, 2013
	Friday, April 5, 2013

	Tuesday, April 2, 2013
	 
	 
	Friday, April 5, 2013
	Monday, April 8, 2013

	Wednesday, April 3, 2013
	 
	 
	Monday, April 8, 2013
	Tuesday, April 9, 2013

	Thursday, April 4, 2013
	 
	 
	Tuesday, April 9, 2013
	Wednesday, April 10, 2013

	Monday, April 8, 2013
	 
	 
	Wednesday, April 10, 2013
	Thursday, April 11, 2013

	Friday, April 5, 2013
	Saturday, April 6, 2013
	Sunday, April 7, 2013
	Thursday, April 11, 2013
	Friday, April 12, 2013

	Tuesday, April 9, 2013
	 
	 
	Friday, April 12, 2013
	Monday, April 15, 2013











	
					
	Wednesday, April 10, 2013
	 
	 
	Monday, April 15, 2013
	Tuesday, April 16, 2013

	Thursday, April 11, 2013
	 
	 
	Tuesday, April 16, 2013
	Wednesday, April 17, 2013

	Monday, April 15, 2013
	 
	 
	Wednesday, April 17, 2013
	Thursday, April 18, 2013

	Friday, April 12, 2013
	Saturday, April 13, 2013
	Sunday, April 14, 2013
	Thursday, April 18, 2013
	Friday, April 19, 2013








NY2-684202
 
Schedule G-17












	
					
	Day 1 Flow Data For :
	Day 2 Flow Data For :
	Day 3 Flow Data For :
	Invoice Date
	Payment Date

	Tuesday, April 16, 2013
	 
	 
	Friday, April 19, 2013
	Monday, April 22, 2013

	Wednesday, April 17, 2013
	 
	 
	Monday, April 22, 2013
	Tuesday, April 23, 2013

	Thursday, April 18, 2013
	 
	 
	Tuesday, April 23, 2013
	Wednesday, April 24, 2013

	Monday, April 22, 2013
	 
	 
	Wednesday, April 24, 2013
	Thursday, April 25, 2013

	Friday, April 19, 2013
	Saturday, April 20, 2013
	Sunday, April 21, 2013
	Thursday, April 25, 2013
	Friday, April 26, 2013

	Tuesday, April 23, 2013
	 
	 
	Friday, April 26, 2013
	Monday, April 29, 2013

	Wednesday, April 24, 2013
	 
	 
	Monday, April 29, 2013
	Tuesday, April 30, 2013

	Thursday, April 25, 2013
	 
	 
	Tuesday, April 30, 2013
	Wednesday, May 1, 2013

	Monday, April 29, 2013
	 
	 
	Wednesday, May 1, 2013
	Thursday, May 2, 2013

	Friday, April 26, 2013
	Saturday, April 27, 2013
	Sunday, April 28, 2013
	Thursday, May 2, 2013
	Friday, May 3, 2013

	Tuesday, April 30, 2013
	 
	 
	Friday, May 3, 2013
	Monday, May 6, 2013

	Wednesday, May 1, 2013
	 
	 
	Monday, May 6, 2013
	Tuesday, May 7, 2013

	Thursday, May 2, 2013
	 
	 
	Tuesday, May 7, 2013
	Wednesday, May 8, 2013

	Monday, May 6, 2013
	 
	 
	Wednesday, May 8, 2013
	Thursday, May 9, 2013

	Friday, May 3, 2013
	Saturday, May 4, 2013
	Sunday, May 5, 2013
	Thursday, May 9, 2013
	Friday, May 10, 2013

	Tuesday, May 7, 2013
	 
	 
	Friday, May 10, 2013
	Monday, May 13, 2013

	Wednesday, May 8, 2013
	 
	 
	Monday, May 13, 2013
	Tuesday, May 14, 2013

	Thursday, May 9, 2013
	 
	 
	Tuesday, May 14, 2013
	Wednesday, May 15, 2013

	Monday, May 13, 2013
	 
	 
	Wednesday, May 15, 2013
	Thursday, May 16, 2013

	Friday, May 10, 2013
	Saturday, May 11, 2013
	Sunday, May 12, 2013
	Thursday, May 16, 2013
	Friday, May 17, 2013

	Tuesday, May 14, 2013
	 
	 
	Friday, May 17, 2013
	Monday, May 20, 2013

	Wednesday, May 15, 2013
	 
	 
	Monday, May 20, 2013
	Tuesday, May 21, 2013

	Thursday, May 16, 2013
	 
	 
	Tuesday, May 21, 2013
	Wednesday, May 22, 2013











	
					
	Monday, May 20, 2013
	 
	 
	Wednesday, May 22, 2013
	Thursday, May 23, 2013

	Friday, May 17, 2013
	Saturday, May 18, 2013
	Sunday, May 19, 2013
	Thursday, May 23, 2013
	Friday, May 24, 2013

	Tuesday, May 21, 2013
	 
	 
	Friday, May 24, 2013
	Tuesday, May 28, 2013

	Wednesday, May 22, 2013
	 
	 
	Tuesday, May 28, 2013
	Wednesday, May 29, 2013

	Thursday, May 23, 2013
	 
	 
	Wednesday, May 29, 2013
	Thursday, May 30, 2013

	Friday, May 24, 2013
	Saturday, May 25, 2013
	Sunday, May 26, 2013
	Thursday, May 30, 2013
	Friday, May 31, 2013

	Tuesday, May 28, 2013
	 
	 
	Friday, May 31, 2013
	Monday, June 3, 2013













	
						
	 
	Schedule H


Form of Inventory Reports


BSR Tank Inventory Report
	 

	For:  Tuesday, February 15, 2011

	BIG SPRING REFINERY -- TANK INVENTORIES
	 
	 
	 
	OPERATING DATE --
	2/15

	 
	 
	 
	 
	MAX.              MAX.
	AMOUNT

	TODAYS
	PREV.
	DELTA                       TOTAL       HEEL         HEEL
	AVAIL.
	SAFEFILL     SAFEFILL
CAP.               CAP.
	UNDER
SAFE FILL

	TANK NO.              PRODUCT                      GAUGE
	BBLS
	BBLS                       BARRELS     FEET     BARRELS
	BARRELS
	FEET          BARRELS
	BARRELS

	125 TK             UL P/L ONLY                              6.67
	4,821
	(1,763)                                3,058         5.50               2,739
	319
	34.0             18,754
	15,696

	122 TK            UL P/L ONLY                              24.17
	17,327
	(5,208)                              12,119         5.50               2,723
	9,397
	34.0             18,451
	6,332

	185 TK            UL-DOCKS&P/L                          5.50
	20,549
	(17,323)                               3,226         5.50               3,223
	3
	40.0             28,035
	24,809

	184 TK            UL-DOCKS&P/L                         26.17
	9,622
	6,490                               16,112         5.50               3,405
	12,708
	40.0             28,033
	11,921

	3131 TK          UL-DOCKS&P/L                         21.50
	7,605
	21,919                              29,524         5.50               7,139
	22,385
	40.0             51,920
	22,396

	123 TK            PUL-P/L                                        6.83
	4,083
	0                                     4,083         6.50               3,874
	209
	40.0             27,545
	23,462

	128 TK            PUL-DOCKS&P/L                      11.83
	5,789
	(693)                                 5,096         4.50               2,075
	3,022
	35.0             17,759
	12,663

	TOTAL           FINISHED GASOLINE
	 
	3,422                   73,218                             25,177
	48,042
	190,496
	117,278

	3132 TK          DIESEL                                        15.92
	5,745
	16,300                   22,045         2.00               2,794
	19,251
	38.3             53,441
	31,396

	126 TK            DIESEL                                         6.42
	25,431
	(14,585)                   10,846         2.00               3,385
	7,461
	46.0             80,960
	70,114

	322 TK            DIESEL RUNDOWN                   0.00
	0
	0                            0         0.50                  126
	(126)
	38.0               9,594
	9,594

	327 TK            DIESEL RUNDOWN                   2.50
	706
	0                        706         0.50                  142
	564
	33.0               9,346
	8,640

	TOTAL           FINISHED DIESEL
	 
	1,715                   33,597                               6,447
	27,150
	153,341
	119,744

	72 TANK        OLEFINS                                      9.67
	1,020
	(398)                        622         6.00                  516
	106
	27.2               2,506
	1,884

	73 TANK        ISOBUTANE                               31.42
	6,999
	471                     7,470         6.00               1,289
	6,181
	38.0               8,000
	530

	321 TK            TOLUENE                                   14.83
	4113
	(504)                                 3,609         5.00               1,247
	2,362
	33.5               8,358
	4,749

	183 TK            CAT GASOLINE                               8.50
	16,657
	(2,961)                   13,696         6.60             11,116
	2,580
	41.5             72,956
	59,260

	351 TK            REFORMATE                                 22.00
	27,893
	(3,397)                   24,496         7.00               7,865
	16,631
	44.0             49,438
	24,942

	353 TK            RAFFINATE                                    15.25
	8,877
	418                     9,295         8.60               5,293
	4,002
	42.5             28,598
	19,303

	2002 TK          ALKYLATE                                    13.92
	9,234
	(57)                     9,177         7.00               4,746
	4,431
	44.0             29,831
	20,654

	124 TK            FAS-104                                           14.67
	3,984
	(442)                     3,542         4.50             973.76
	2,568
	37.3            9,248
	5,706

	75 TK              PENTANE                                       10.08
	1,966
	(792)                     1,174         5.00               1,200
	(26)
	43.0               8,500
	7,326

	TOTAL           GASOLINE INTER.
	 
	(7,231)                   61,380                             31,194
	30,186
	198,571
	137,191

	130 TK            CARBON BLACK OIL                0.00
	0
	0                                            0         4.00               1,127
	(1,127)
	32.0               9,017
	9,017

	TOTAL           CARBON BLACK OIL
	 
	0                                            0                               1,127
	(1,127)
	9,017
	9,017

	216 TK            LIGHT CYCLE OIL                    12.08
	1,053
	0                                     1,053              0                    29
	1,024
	0               1,556
	503

	TOTAL           LIGHT CYCLE OIL
	 
	0                                     1,053                                    29
	1,024
	0               1,556
	503














	
						
	109 TK            KEROSENE                                  8.42
	1,108
	1,273                                 2,381         1.50                  424
	1,957
	33.0               9,592
	7,211

	155 TK            KEROSENE                                 25.25
	14,044
	1,779                               15,823         2.00               1,254
	14,569
	45.0             28,215
	12,392
















PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.




Schedule I


Big Spring Inventory Targets


Big Spring ending inventory targets
2/28/11 and 3/31/11 and 4/30/11




	
								
	 
	

Big Spring
	February 28, 2011
212,700
	 
	March 31, 2011
250,000
	 
	April 30, 20
	11
250,000

	Mesa
	90,000
	 
	90,000
	 
	 
	90,000

	Crude
	Total
	302,700
	 
	340,000
	 
	 
	340,000

	Gasoline
	Total
	492,000
	 
	535,000
	 
	(1)
	 

	

Jet
	

Total
	

52,000
	 
	

56,000
	 
	

(1)
	 

	

Diesel
	

Total
	

163,000
	 
	

180,000
	 
	

(1)
	 

	

Catfeed
	

Total
	

53,000
	 
	

35,000
	 
	 
	

35,000

	

Slurry
	

Total
	

-
	 
	

3,000
	 
	

(1)
	 

	

Slop
	

Total
	

23,000
	 
	

23,000
	 
	 
	

28,000

	

Asphalt
	

Total
	

85,000
	 
	

150,000
	 
	 
	

200,000

	

Zero Pen
	

Total
	

90,000
	 
	

115,000
	 
	 
	

150,000

	

Propane
	

Total
	

7,000
	 
	

5,000
	 
	

(1)
	 












(1) Aron to provide per deadlines in Schedule D























































US 2333659v.1
 
Schedule I-1










PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.




Schedule J


Scheduling and Communications Protocol


CRUDE OIL AND FEEDSTOCKS


Trade Execution Protocol:
To the extent Alon requests that J. Aron consider purchasing Crude Oil outside the Existing Procurement Contracts, the following steps need to be followed as soon as trade details are available;
1)  Company to provide to J. Aron via e-mail a trade sheet(s) specifying all negotiated trade details & terms, as soon as available. (See template in Schedule Q.)
2)  J. Aron to confirm to Company via e-mail if it agrees with all economics & terms.
3)  If any amendments are made to the original trade sheet, Company will provide a final revised trade sheet for documentation.
4)  All trade execution communications should be sent to J. Aron at:
(***)
Scheduling Protocol:
J. Aron shall perform the following:
		
	•
	Designate a crude oil scheduler who will be the primary person responsible for performing and communicating to Company all J. Aron obligations of the Amended and Restated Supply and Offtake Agreement. All scheduling communications to J. Aron should be sent to:  (***)


		
	•
	Upon receipt from the Company, nominate the Company’s monthly Crude Oil requirements to third party Crude Oil suppliers in accordance with third party terms and conditions / standard industry practice. (See template in Schedule Q)


•   Upon receipt from the Company, promptly communicate to Third Parties Suppliers any
changes or modifications to J. Aron’s prior nominations.
		
	•
	Upon receipt from the Company, communicate all nominations to or from third parties for pipeline, barge and truck receipts or deliveries in accordance with third party terms and conditions / standard industry practice.




Company shall perform the following:
		
	•
	Designate a crude oil scheduler who will be the primary person responsible for performing and communicating to J. Aron all Company’s obligations of the Amended and Restated Supply and Offtake Agreement.


All scheduling communications to Company should be sent to: (***)
		
	•
	Provide J. Aron with all monthly Crude Oil Requirements in accordance with the Amended and Restated Supply and Offtake Agreement and any third party Crude Oil supplier’s terms and conditions.


In the event of a conflict, third party suppliers terms and conditions to govern.
		
	•
	Promptly notify J. Aron of any changes or modifications to the monthly Crude Oil requirements


		
	•
	Accept and clear J. Aron’s nominations for third party pipeline, barge and truck receipts or deliveries.









PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.




PRODUCTS


Trade Execution Protocol for Included Transactions:
1)  Company to provide J. Aron via e-mail a trade sheet(s) specifying all negotiated trade details & terms, as soon as available. (See template in Schedule Q.)
2)  J. Aron to confirm via e-mail acceptance of all economics & terms.
3)  If any amendments are made to the original trade sheet, Company will provide a final revised trade sheet for documentation.
4)  All trade execution communications should be sent to J. Aron at:
(***)


Excluded Transactions Protocol:
5)  Upon entering into an Excluded Transaction, J. Aron will provide to Company, via email, a trade sheet(s), in the form of the Excluded Transaction Trade Sheet (see template in Schedule T.).


Scheduling Protocol:
J. Aron shall perform the following:
		
	•
	Designate a refined product scheduler who will be the primary person responsible for performing and communicating to Company all Aron obligations of the Supply and Offtake Agreement. All scheduling communications to J. Aron should be sent to:


(***)
		
	•
	Nominate all Refined Product nominations to Company in accordance with standard industry practice. (See template in Schedule Q)


•   Promptly communicate to Company any changes or modifications to Aron’s prior
nominations
		
	•
	Communicate nominations to or from all third parties for pipeline, barge and truck receipts or deliveries.




Company shall perform the following:
		
	•
	Designate a refined product scheduler who will be the primary person responsible for performing and communicating to Aron all Company obligations of the Supply and Offtake Agreement. All scheduling communications to Company should be sent to: (***)


		
	•
	Accept and confirm and when applicable, provide origins, for all Refined Product nominations to Aron in accordance with standard industry practice.


•  Promptly communicate Companies acceptance to any changes or modifications to Aron’s
nominations.
		
	•
	Company shall accept and confirm and when applicable, provide origins, for all Product nominations to J. Aron in accordance with standard industry practice.


•  Company shall promptly communicate their acceptance to any changes or modifications
to J. Aron’s nominations.







PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.




Schedule K


Monthly Excluded Transaction Fee Determination




Gasoline:
Set forth below are the Magellan Pipeline product designations of various grades of gasoline: N/N8: Regular Unleaded Gasoline (Conventional)
Winter: 15 # RVP
Spring: Transition down (13.5 to 11.5 to 8.5) Summer: 9 # RVP
Fall: Transition up (10 to 11.5 to 13.5)


For all N grade sold in an Excluded Transaction, the per barrel Adjustment for such gasoline shall equal to the product of:
[(a)‐(b)] Where:
a)   The arithmetic average of the daily high and low quotation appearing in "Platt's U.S.
Marketscan" in the section
“Midwest” , subsection Group 3, for the “Unleaded” quotation for each trading day during the relevant delivery month.
b) the Long Product FIFO Price for gasoline for such delivery month.


For all N8 grade sold in the Excluded transaction, the per barrel Adjustment for such gasoline shall equal to the product of:
[(a)‐(b)+(c)] Where:
a)   The arithmetic average of the daily high and low quotation appearing in "Platt's U.S.
Marketscan" in the section
“Midwest” , subsection Group 3, for the “Unleaded” quotation for each trading day during the relevant delivery month.
b)   The Long Product FIFO Price for gasoline for such delivery month. c)    The agreed upon trade differential between N and N8.






Any quoted prices and FIFO prices will be converted to a $/Barrel basis
“Barrel” means forty‐two (42) net U.S. gallons, measured at 60° F.







PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.
























Diesel:
X: Ultra Low Sulfur Diesel Fuel
For all diesel sold in an Excluded Transaction, the per barrel Adjustment for such diesel shall equal to
the product of:
[(a)‐(b)+(c)] Where:
a)   The arithmetic average of the daily high and low quotation appearing in "Platt's U.S.
Marketscan" in the section
“Midwest” , subsection Group 3, for the “Unleaded” quotation for each trading day during the relevant delivery             month.
b)   The Long Product FIFO Price for diesel for such delivery month.
c)    USD (***) per BBL *


*Magellan charges a Diesel Handling charge of (***) per barrel that will apply only to shipments of diesel products.  It is to recover prudently incurred costs necessary for the carrier to facilitate the handling of both high and low sulfur diesel products.






Any quoted prices and FIFO prices will be converted to a $/Barrel basis
“Barrel” means forty‐two (42) net U.S. gallons, measured at 60° F.







PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.




Schedule L


Monthly Working Capital Adjustment




To determine the Monthly Working Capital Adjustment for any month, Aron shall apply the following procedures:


1.  Aron shall calculate the Net Working Capital Balance for such month. “Net Working Capital
Balance” means, for any month, the sum of the Long Crude FIFO Value, the Short Crude FIFO Value, all Long Product FIFO Values and all Short Product FIFO Values, each as of the end of such month, which sum may be positive or negative.


2. If the Net Working Capital Balance is positive, then Aron shall compute the amount of interest that would have accrued on such amount during the relevant month, at a rate equal to LIBOR plus the greater of (i) (***) and (ii) (***). In such case, the product of such positive amount and negative one shall be the “Monthly Working Capital Adjustment” for such month, which shall represent an amount due to Aron in the Monthly True-up Amount.


3.  If the Net Working Capital Balance is negative, then Aron shall compute the amount of interest that would have accrued on such amount during the relevant month, at a rate equal to LIBOR, computed on the basis of actual days elapsed over a 365 day year, which shall result in a negative amount. In such case, the absolute value of such amount shall be the “Monthly Working Capital Adjustment” for such month, which shall represent an amount due to the Company in the Monthly True-up Amount.


As used above, LIBOR means, for any month, the rate for one-month deposits in U.S. Dollars, as quoted on Reuters page LIBOR01 (or such other page as may replace that page on that service) as of 11:00 a.m., London, England time, on the second Business Day prior to such month; provided that if any such day is not a London banking day, LIBOR for such day shall be LIBOR for the immediately preceding London banking day. If such quote is not available, then LIBOR shall be determined as the average of the rate at which overnight deposits in U.S. Dollars are offered by leading banks in the London inter-bank market.







PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.




Schedule M


Notices




If to the Company, to:


Alon USA LP
7616 LBJ Freeway, Suite 300
Dallas, TX 75251
972-367-4000 (Main number)
General Notices:


(***)














Legal:
(***)





Chief Financial Officer: 
(***) 
Treasury:
(***)





Trading and Scheduling:


Crude Trading: 
(***) 



Products Trading / Orla to El Paso
Scheduler: (***)





Crude / Magellan Scheduler: (***) 
Refinery Scheduler: (***)





(***)





Contract Administrator: (***)







PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.




Payable and Billing:


Accounting Manager:
(***)
 



Products Accounting (Big Spring):
(***)







Crude Accounting:
(***)
 
Products Accounting (outside Big Spring):
(***)









Yield Accounting:
(***)






Refinery and Terminals:


Logistics:
(***)


If to Aron, to:


Trading and Sales:
(***)                                                                                 (***) (***)







PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.






Scheduling: Primary:
(***)




Alternate:


(***)






Outgoing Confirmations:


Primary:                                                             Alternate:


(***)                                                                                       (***)




Invoicing/Statements/Payments: Primary:


(***)








Alternate:
(***)








General Notices:


(***)







PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.




Schedule N


FIFO Balance Final Settlements




The “FIFO Balance Final Settlement” shall be determined as follows:


1.         As of the Termination Date, the Short Crude FIFO Position, Long Crude FIFO Position, Short Product FIFO Positions (for all Products) and Long Product FIFO Positions (for all Products) shall be calculated as if such Termination Date were the end of a month.


2.  If such Short Crude FIFO Position does not equal zero, then the “Final Short Crude Value”
shall equal:


(Step-Out Price x Short Crude FIFO Position) - (Short Crude FIFO Value)


3.        If such Long Crude FIFO Position does not equal zero, then the “Final Long Crude
Value” shall equal:


(Step-Out Price x Long Crude FIFO Position) – (Long Crude FIFO Value)


4.        For each Short Product FIFO Position that does not equal zero, the “Final Short Product
Value” shall equal:


(Step-Out Price x Short Product FIFO Position) - (Short Product FIFO Value)


5.        For each Long Product FIFO Position that does not equal zero, the “Final Long Product
Value” shall equal:


(Step-Out Price x Long Product FIFO Position) – (Long Product FIFO Value)


6.         The “FIFO Balance Final Settlement” shall equal the sum of all amounts determined under items 2 through 5 above; provided that if such sum is a positive number it shall be due to the Company and it such amount is a negative number, the absolute value thereof shall be due to Aron.


7.        For purposes of including the FIFO Balance Final Settlement in the Termination Amount, if such amount is due to Aron, it will be included therein as a positive number and if such
amount is due to the Company, it will be included therein as a negative numbers.









Schedule O
Overall Gasoline Inventory                    x‐6                          6/8                                                                                                                                                                                                                                 I6


	
																
	 
	Wichita
	 
	 
	 
	Leaving
	Recv.
	 
	 
	 
	System
	Other
	Total Aron

	Date
	Production
	Big Spring
	Abilene
	Falls
	El Paso
	Conoco
	Duncan (D)
	Orla
	El Paso
	Total Sales
	Adjusted
	Blendstock
	Inventory
	Gasolines
	Gasoline



	
																																							
	59,600 Crude avg
	 
	 
	 
	 
	 
	 
	‐              16,681                                                         0                      0              8,157                   3,480                        (97)                       68,400             384,975                     140,000                  524,975

	2/1/11
	28,200
	 
	 
	3,480
	 
	‐

	2/2/11
	25,200
	 
	 
	5,235
	ICE
	‐
	2,403
	1,224
	 
	0
	9,903
	0
	17,541
	(311)
	59,900
	392,945
	140,000
	532,945

	2/3/11
	18,200
	 
	 
	8,264
	 
	‐
	1,700
	4,244
	 
	0
	4,159
	31,399
	14,123
	(671)
	59,900
	397,693
	140,000
	537,693

	2/4/11
	18,200
	 
	 
	8,988
	 
	5,525
	3,114
	4,235
	moved from Jan
	0
	0
	0
	17,627
	(661)
	59,900
	398,927
	140,000
	538,927

	2/5/11
	18,200
	 
	 
	9,280
	 
	5,525
	3,114
	4,238
	 
	0
	0
	0
	17,920
	(716)
	59,900
	399,923
	140,000
	539,923

	2/6/11
	22,000
	 
	 
	6,709
	 
	5,525
	3,115
	5,139
	 
	24,404
	0
	0
	39,753
	(512)
	79,300
	382,682
	140,000
	522,682

	2/7/11
	24,100
	 
	 
	8,797
	 
	8,094
	4,024
	3,429
	 
	0
	0
	0
	20,915
	(678)
	70,000
	386,545
	140,000
	526,545

	2/8/11
	26,500
	 
	 
	13,654
	 
	8,360
	2,547
	24,122
	 
	13,118
	0
	0
	37,679
	(849)
	70,000
	376,215
	140,000
	516,215

	2/9/11
	29,000
	 
	 
	10,685
	 
	3,253
	1,854
	3,160
	 
	11,358
	14,933
	0
	42,083
	(719)
	75,700
	363,850
	140,000
	503,850

	2/10/11
	29,400
	 
	 
	10,718
	 
	4,153
	2,192
	1,713
	 
	0
	16,781
	0
	33,844
	(782)
	75,701
	360,189
	140,000
	500,189

	2/11/11
	26,400
	 
	 
	9,773
	 
	4,861
	2,163
	2,221
	 
	0
	7,454
	0
	24,252
	(654)
	75,701
	362,991
	140,000
	502,991

	2/12/11
	26,900
	 
	 
	10,163
	 
	4,861
	2,163
	1,482
	 
	0
	17,132
	13,815
	34,319
	(633)
	75,701
	356,204
	140,000
	496,204

	2/13/11
	26,900
	 
	 
	6,039
	 
	4,861
	2,163
	3,771
	13,860
	0
	0
	0
	26,923
	(553)
	87,000
	356,735
	140,000
	496,735

	2/14/11
	28,500
	 
	 
	10,209
	 
	4,542
	2,360
	2,829
	1,140
	0
	0
	0
	18,251
	(713)
	75,200
	367,696
	140,000
	507,696

	2/15/11
	29,500
	 
	 
	10,263
	 
	4,563
	2,925
	11,468
	 
	0
	0
	0
	17,751
	(797)
	75,200
	380,242
	140,000
	520,242

	2/16/11
	29,500
	 
	 
	12,219
	 
	5,504
	3,339
	5,126
	 
	0
	0
	56,270
	21,062
	(869)
	58,900
	389,549
	140,000
	529,549

	2/17/11
	29,500
	 
	 
	12,804
	 
	4,714
	2,320
	5,821
	 
	18,340
	0
	0
	38,178
	(965)
	58,900
	381,836
	140,000
	521,836

	2/18/11
	29,500
	 
	 
	12,032
	 
	5,167
	2,975
	7,200
	‐
	6,159
	0
	0
	26,333
	(865)
	58,900
	385,868
	140,000
	525,868

	2/19/11
	31,200
	 
	 
	9,247
	 
	5,167
	2,975
	7,200
	 
	0
	28,000
	0
	45,389
	(651)
	58,900
	372,330
	140,000
	512,330

	2/20/11
	31,200
	 
	 
	7,572
	 
	5,167
	2,975
	4,200
	10,000
	0
	0
	0
	25,714
	(671)
	58,900
	378,487
	140,000
	518,487

	2/21/11
	31,200
	 
	 
	10,824
	 
	4,765
	3,600
	4,200
	 
	0
	0
	28,000
	19,189
	(822)
	105,000
	391,320
	140,000
	531,320

	2/22/11
	31,200
	 
	 
	11,516
	 
	5,061
	4,004
	14,783
	 
	0
	25,000
	0
	45,581
	(705)
	100,000
	377,644
	105,000
	482,644

	2/23/11
	33,500
	 
	 
	11,656
	 
	5,470
	4,479
	5,685
	 
	0
	0
	25,000
	21,605
	(772)
	100,000
	390,312
	105,000
	495,312

	2/24/11
	33,500
	 
	 
	10,566
	 
	4,378
	3,119
	4,200
	10,000
	15,260
	31,788
	0
	75,111
	(731)
	100,000
	362,410
	105,000
	467,410

	2/25/11
	33,500
	 
	 
	10,300
	 
	6,000
	3,000
	4,200
	 
	9,740
	0
	0
	29,040
	(750)
	100,000
	367,620
	95,000
	462,620

	2/26/11
	33,500
	 
	 
	10,300
	 
	6,000
	3,000
	4,200
	 
	0
	0
	31,788
	19,300
	(750)
	100,000
	382,570
	93,800
	476,370

	2/27/11
	33,500
	 
	 
	10,300
	 
	6,000
	3,000
	5,225
	 
	0
	28,000
	0
	47,300
	(750)
	100,000
	369,520
	92,600
	462,120

	2/28/11
	33,500
	 
	 
	10,300
	 
	6,000
	3,000
	17,271
	 
	0
	0
	0
	19,300
	(750)
	100,000
	384,470
	91,400
	475,870

	 
	791,500
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	384,470
	91,400
	475,870

	 
	28,268
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 




Wichita
Leaving
Recv.







System
Other
Total Aron


	
																				
	Date
	Production
	Big Spring
	Abilene
	Wichita
Falls
	El Paso
	Conoco
	NuStar (NS) Duncan (D)
	Leaving
Orla
	Recv. El Paso
	Total
Sales
	Adjusted
	 
	 
	System
Inventory
	Other
Diesel
	Total Aron
Diesel
	Jet Prod
	Jet Sales
	Jet Invty

	3/1/11
	18,200
	8,000
	3,000
	2,500
	1,000
	5,000
	0
	0
	0
	18,500
	 
	 
	 
	97,195
	44,000
	141,195
	 
	 
	 

	3/2/11
	18,200
	8,000
	3,000
	2,500
	2,000
	 
	0
	0
	5,000
	13,500
	 
	 
	 
	101,895
	44,000
	145,895
	 
	 
	 

	3/3/11
	18,200
	8,000
	3,000
	2,500
	2,000
	 
	0
	10,000
	5,000
	23,500
	 
	 
	 
	96,595
	44,000
	140,595
	 
	 
	 

	3/4/11
	18,200
	8,000
	3,000
	2,500
	2,000
	0
	0
	0
	0
	13,500
	 
	 
	 
	101,295
	44,000
	145,295
	 
	 
	 

	3/5/11
	18,200
	8,000
	3,000
	2,500
	2,000
	 
	0
	0
	0
	13,500
	 
	 
	 
	105,995
	44,000
	149,995
	 
	 
	 

	3/6/11
	18,200
	8,000
	3,000
	2,500
	2,000
	 
	0
	3,000
	10,000
	16,500
	 
	 
	 
	107,695
	44,000
	151,695
	 
	 
	 

	3/7/11
	18,200
	8,000
	3,000
	2,500
	2,000
	 
	0
	3,000
	0
	16,500
	 
	 
	 
	109,395
	44,000
	153,395
	 
	 
	 

	3/8/11
	18,200
	8,000
	3,000
	2,500
	2,000
	 
	0
	0
	0
	13,500
	 
	 
	 
	114,095
	44,000
	158,095
	 
	 
	 

	3/9/11
	18,200
	8,000
	3,000
	2,500
	2,000
	 
	0
	0
	3,000
	13,500
	 
	 
	 
	118,795
	44,000
	162,795
	 
	 
	 

	3/10/11
	18,200
	8,000
	3,000
	2,500
	2,000
	 
	0
	5,000
	3,000
	18,500
	 
	 
	 
	118,495
	44,000
	162,495
	 
	 
	 

	3/11/11
	18,200
	8,000
	3,000
	2,500
	2,000
	15,000
	0
	5,000
	0
	33,500
	 
	 
	 
	103,195
	44,000
	147,195
	 
	 
	 

	3/12/11
	18,200
	8,000
	3,000
	2,500
	2,000
	 
	0
	0
	0
	13,500
	 
	 
	 
	107,895
	44,000
	151,895
	 
	 
	 

	3/13/11
	18,200
	8,000
	3,000
	2,500
	2,000
	 
	0
	0
	3,000
	13,500
	 
	 
	 
	112,595
	44,000
	156,595
	 
	 
	 

	3/14/11
	18,200
	8,000
	3,000
	2,500
	2,000
	 
	0
	3,000
	3,000
	16,500
	 
	 
	 
	114,295
	44,000
	158,295
	 
	 
	 

	3/15/11
	18,200
	8,000
	3,000
	2,500
	2,000
	 
	0
	3,000
	0
	16,500
	 
	 
	 
	115,995
	44,000
	159,995
	 
	 
	 

	3/16/11
	18,200
	8,000
	3,000
	2,500
	2,000
	 
	0
	0
	0
	13,500
	 
	 
	 
	120,695
	44,000
	164,695
	 
	 
	 

	3/17/11
	18,200
	8,000
	3,000
	2,500
	2,000
	 
	0
	0
	6,000
	13,500
	 
	 
	 
	125,395
	44,000
	169,395
	 
	 
	 

	3/18/11
	18,200
	8,000
	3,000
	2,500
	2,000
	15,000
	0
	5,000
	0
	33,500
	 
	 
	 
	110,095
	44,000
	154,095
	 
	 
	 

	3/19/11
	18,200
	8,000
	3,000
	2,500
	2,000
	 
	0
	5,000
	0
	18,500
	 
	 
	 
	109,795
	44,000
	153,795
	 
	 
	 

	3/20/11
	18,200
	8,000
	3,000
	2,500
	2,000
	 
	0
	0
	0
	13,500
	 
	 
	 
	114,495
	44,000
	158,495
	 
	 
	 

	3/21/11
	18,200
	8,000
	3,000
	2,500
	2,000
	 
	0
	0
	5,000
	13,500
	 
	 
	 
	119,195
	44,000
	163,195
	 
	 
	 

	3/22/11
	18,200
	8,000
	3,000
	2,500
	2,000
	 
	0
	3,000
	5,000
	16,500
	 
	 
	 
	120,895
	44,000
	164,895
	 
	 
	 

	3/23/11
	18,200
	8,000
	3,000
	2,500
	2,000
	 
	0
	3,000
	0
	16,500
	 
	 
	 
	122,595
	44,000
	166,595
	 
	 
	 

	3/24/11
	18,200
	8,000
	3,000
	2,500
	2,000
	 
	0
	0
	0
	13,500
	 
	 
	 
	127,295
	44,000
	171,295
	 
	 
	 

	3/25/11
	18,200
	8,000
	3,000
	2,500
	2,000
	15,000
	0
	0
	3,000
	28,500
	 
	 
	 
	116,995
	44,000
	160,995
	 
	 
	 

	3/26/11
	18,200
	8,000
	3,000
	2,500
	2,000
	 
	0
	5,000
	3,000
	18,500
	 
	 
	 
	116,695
	44,000
	160,695
	 
	 
	 

	3/27/11
	18,200
	8,000
	3,000
	2,500
	2,000
	 
	0
	5,000
	0
	18,500
	 
	 
	 
	116,395
	44,000
	160,395
	 
	 
	 

	3/28/11
	18,200
	8,000
	3,000
	2,500
	2,000
	 
	0
	0
	0
	13,500
	 
	 
	 
	121,095
	44,000
	165,095
	 
	 
	 

	3/29/11
	18,200
	8,000
	3,000
	2,500
	2,000
	 
	0
	0
	5,000
	13,500
	 
	 
	 
	125,795
	44,000
	169,795
	 
	 
	 

	3/30/11
	18,200
	8,000
	3,000
	2,500
	2,000
	 
	0
	3,000
	5,000
	16,500
	 
	 
	 
	127,495
	44,000
	171,495
	 
	 
	 

	3/31/11
	18,200
	8,000
	3,000
	2,500
	2,000
	 
	0
	3,000
	0
	16,500
	 
	 
	 
	129,195
	44,000
	173,195
	 
	 
	 

	 
	564,200
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	‐
	#
	 
	 
	 
	 
	 
	 

	 
	18,200
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	‐
	#
	 
	 
	 
	 
	 
	 




EL PASO




UNLEAD - 86 y







	
																			
	Date
	into ELP
	Sales
	Exchange
	Bulk
	 
	Invty
	into ELP
	Sales
	Exchange
	Bulk
	 
	Invty
	into ELP
	Sales
	Exchange
	Bulk
	 
	Invty

	bpd‐FEB
	5,861
	3,355
	2,091
	 
	0
	0
	411
	180
	142
	 
	0
	0
	1,721
	2,069
	200
	 
	0
	 

	3/1/11
	28,000
	4,000
	0
	 
	0
	35,337
	0
	200
	0
	 
	0
	3,454
	5,000
	2,000
	0
	 
	0
	(3,255)

	3/2/11
	0
	4,000
	0
	 
	0
	31,337
	0
	200
	0
	 
	0
	3,254
	5,000
	2,000
	0
	 
	0
	(255)

	3/3/11
	0
	4,000
	0
	 
	0
	27,337
	0
	200
	0
	 
	0
	3,054
	0
	2,000
	0
	 
	0
	(2,255)

	3/4/11
	0
	4,000
	0
	 
	0
	23,337
	0
	200
	0
	 
	0
	2,854
	0
	2,000
	0
	 
	0
	(4,255)

	3/5/11
	26,000
	4,000
	0
	 
	0
	45,337
	0
	200
	0
	 
	0
	2,654
	10,000
	2,000
	0
	 
	0
	3,745

	3/6/11
	0
	4,000
	0
	 
	0
	41,337
	0
	200
	0
	 
	0
	2,454
	0
	2,000
	0
	 
	0
	1,745

	3/7/11
	0
	4,000
	19,000
	 
	0
	18,337
	0
	200
	1,300
	 
	0
	954
	0
	2,000
	2,200
	 
	0
	(2,455)

	3/8/11
	20,000
	4,000
	0
	 
	0
	34,337
	0
	200
	0
	 
	0
	754
	3,000
	2,000
	0
	 
	0
	(1,455)

	3/9/11
	0
	4,000
	0
	 
	0
	30,337
	0
	200
	0
	 
	0
	554
	3,000
	2,000
	0
	 
	0
	(455)

	3/10/11
	0
	4,000
	0
	 
	0
	26,337
	0
	200
	0
	 
	0
	354
	0
	2,000
	0
	 
	0
	(2,455)

	3/11/11
	0
	4,000
	0
	 
	0
	22,337
	0
	200
	0
	 
	0
	154
	0
	2,000
	0
	 
	0
	(4,455)

	3/12/11
	0
	4,000
	0
	 
	0
	18,337
	0
	200
	0
	 
	0
	(46)
	5,000
	2,000
	0
	 
	0
	(1,455)

	3/13/11
	20,000
	4,000
	0
	 
	0
	34,337
	0
	200
	0
	 
	0
	(246)
	5,000
	2,000
	0
	 
	0
	1,545

	3/14/11
	0
	4,000
	14,700
	 
	0
	15,637
	0
	200
	2,210
	 
	0
	(2,656)
	0
	2,000
	1,540
	 
	0
	(1,995)

	3/15/11
	0
	4,000
	0
	 
	0
	11,637
	0
	200
	0
	 
	0
	(2,856)
	0
	2,000
	0
	 
	0
	(3,995)

	3/16/11
	0
	4,000
	0
	 
	0
	7,637
	0
	200
	0
	 
	0
	(3,056)
	3,000
	2,000
	0
	 
	0
	(2,995)

	3/17/11
	25,000
	4,000
	0
	 
	0
	28,637
	0
	200
	0
	 
	0
	(3,256)
	3,000
	2,000
	0
	 
	0
	(1,995)

	3/18/11
	0
	4,000
	0
	 
	0
	24,637
	0
	200
	0
	 
	0
	(3,456)
	0
	2,000
	0
	 
	0
	(3,995)

	3/19/11
	0
	4,000
	0
	 
	0
	20,637
	0
	200
	0
	 
	0
	(3,656)
	0
	2,000
	0
	 
	0
	(5,995)

	3/20/11
	25,000
	4,000
	0
	 
	0
	41,637
	0
	200
	0
	 
	0
	(3,856)
	5,000
	2,000
	0
	 
	0
	(2,995)

	3/21/11
	0
	4,000
	14,700
	 
	0
	22,937
	0
	200
	(390)
	 
	0
	(3,666)
	5,000
	2,000
	1,540
	 
	0
	(1,535)

	3/22/11
	0
	4,000
	0
	 
	0
	18,937
	0
	200
	0
	 
	0
	(3,866)
	0
	2,000
	0
	 
	0
	(3,535)

	3/23/11
	0
	4,000
	0
	 
	0
	14,937
	0
	200
	0
	 
	0
	(4,066)
	0
	2,000
	0
	 
	0
	(5,535)

	3/24/11
	20,000
	4,000
	0
	 
	0
	30,937
	0
	200
	0
	 
	0
	(4,266)
	3,000
	2,000
	0
	 
	0
	(4,535)

	3/25/11
	0
	4,000
	0
	 
	0
	26,937
	0
	200
	0
	 
	0
	(4,466)
	3,000
	2,000
	0
	 
	0
	(3,535)

	3/26/11
	0
	4,000
	0
	 
	0
	22,937
	0
	200
	0
	 
	0
	(4,666)
	0
	2,000
	0
	 
	0
	(5,535)

	3/27/11
	25,000
	4,000
	0
	 
	0
	43,937
	0
	200
	0
	 
	0
	(4,866)
	0
	2,000
	0
	 
	0
	(7,535)

	3/28/11
	0
	4,000
	14,700
	 
	0
	25,237
	0
	200
	910
	 
	0
	(5,976)
	5,000
	2,000
	1,540
	 
	0
	(6,075)

	3/29/11
	0
	4,000
	0
	 
	0
	21,237
	0
	200
	0
	 
	0
	(6,176)
	5,000
	2,000
	0
	 
	0
	(3,075)

	3/30/11
	0
	4,000
	0
	 
	0
	17,237
	0
	200
	0
	 
	0
	(6,376)
	0
	2,000
	0
	 
	0
	(5,075)

	3/31/11
	20,000
	4,000
	100
	 
	0
	33,137
	0
	200
	130
	 
	0
	(6,706)
	0
	2,000
	220
	 
	0
	(7,295)

	Total‐MAR
	209,000
	124,000
	63,200
	 
	0
	33,137
	0
	6,200
	4,160
	 
	0
	(6,706)
	68,000
	62,000
	7,040
	 
	0
	(7,295)

	bpd‐MAR
	6,742
	4,000
	2,039
	 
	0
	0
	0
	200
	134
	 
	0
	0
	2,194
	2,000
	227
	 
	0
	 






	
																						
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 




Duncan Runout







	
																						
	 
	Duncan
Receipts
	 
	Magellan
Deliveries
	

Shipment ID
	

Tank 2
	

Tank 3
	

Tank 4
	

Tank Total
	Inventory
Total
	 
	 
	Duncan
Receipts
	 
	Magellan
Deliveries
	 
	

Shipment ID
	

TMX
Tank 1
	 
	

Tank 5
	

Tank 6
	

Tank Total

	3/1/2011
	‐
	 
	‐
	 
	11,843
	2,528
	2,579
	16,950
	7,281
	 
	 
	 
	‐
	 
	‐
	 
	 
	‐
	2,541
	2,482
	5,023

	3/2/2011
	‐
	 
	‐
	 
	11,843
	2,528
	2,579
	16,950
	7,281
	 
	 
	 
	‐
	 
	‐
	 
	 
	‐
	2,541
	2,482
	5,023

	3/3/2011
	‐
	 
	‐
	 
	11,843
	2,528
	2,579
	16,950
	7,281
	 
	 
	 
	‐
	 
	‐
	 
	 
	‐
	2,541
	2,482
	5,023

	3/4/2011
	‐
	 
	‐
	 
	11,843
	2,528
	2,579
	16,950
	7,281
	 
	 
	 
	‐
	 
	‐
	 
	 
	‐
	2,541
	2,482
	5,023

	3/5/2011
	‐
	 
	‐
	 
	11,843
	2,528
	2,579
	16,950
	7,281
	 
	 
	 
	‐
	 
	‐
	 
	 
	‐
	2,541
	2,482
	5,023

	3/6/2011
	25,000
	UL‐09WCD
	‐
	 
	11,843
	2,528
	2,579
	16,950
	32,281
	 
	 
	 
	‐
	 
	‐
	 
	 
	‐
	2,541
	2,482
	5,023

	3/7/2011
	‐
	 
	‐
	 
	11,843
	2,528
	2,579
	16,950
	32,281
	 
	 
	 
	‐
	 
	‐
	 
	 
	‐
	2,541
	2,482
	5,023

	3/8/2011
	‐
	 
	‐
	 
	11,843
	2,528
	2,579
	16,950
	32,281
	 
	 
	 
	‐
	 
	‐
	 
	 
	‐
	2,541
	2,482
	5,023

	3/9/2011
	‐
	 
	‐
	 
	11,843
	2,528
	2,579
	16,950
	32,281
	 
	 
	 
	‐
	 
	‐
	 
	 
	‐
	2,541
	2,482
	5,023

	3/10/2011
	‐
	 
	‐
	 
	11,843
	2,528
	2,579
	16,950
	32,281
	 
	 
	 
	‐
	 
	‐
	 
	 
	‐
	2,541
	2,482
	5,023

	3/11/2011
	‐
	 
	‐
	 
	11,843
	2,528
	2,579
	16,950
	32,281
	 
	 
	 
	‐
	 
	‐
	 
	 
	‐
	2,541
	2,482
	5,023

	3/12/2011
	‐
	 
	‐
	 
	11,843
	2,528
	2,579
	16,950
	32,281
	 
	 
	 
	‐
	 
	‐
	 
	 
	‐
	2,541
	2,482
	5,023

	3/13/2011
	‐
	 
	‐
	 
	11,843
	2,528
	2,579
	16,950
	32,281
	 
	 
	 
	‐
	 
	‐
	 
	 
	‐
	2,541
	2,482
	5,023

	3/14/2011
	‐
	 
	25,000
	 
	11,843
	2,528
	2,579
	16,950
	7,281
	 
	 
	 
	‐
	 
	‐
	 
	 
	‐
	2,541
	2,482
	5,023

	3/15/2011
	‐
	 
	‐
	 
	11,843
	2,528
	2,579
	16,950
	7,281
	 
	 
	 
	‐
	 
	‐
	 
	 
	‐
	2,541
	2,482
	5,023

	3/16/2011
	‐
	 
	‐
	 
	11,843
	2,528
	2,579
	16,950
	7,281
	 
	 
	 
	‐
	 
	‐
	 
	 
	‐
	2,541
	2,482
	5,023

	3/17/2011
	‐
	 
	‐
	 
	11,843
	2,528
	2,579
	16,950
	7,281
	 
	 
	 
	‐
	 
	‐
	 
	 
	‐
	2,541
	2,482
	5,023

	3/18/2011
	‐
	 
	‐
	 
	11,843
	2,528
	2,579
	16,950
	7,281
	 
	 
	 
	‐
	 
	‐
	 
	 
	‐
	2,541
	2,482
	5,023

	3/19/2011
	‐
	 
	‐
	 
	11,843
	2,528
	2,579
	16,950
	7,281
	 
	 
	 
	‐
	 
	‐
	 
	 
	‐
	2,541
	2,482
	5,023

	3/20/2011
	‐
	 
	‐
	 
	11,843
	2,528
	2,579
	16,950
	7,281
	 
	 
	 
	‐
	 
	‐
	 
	 
	‐
	2,541
	2,482
	5,023

	3/21/2011
	25,000
	 
	‐
	 
	11,843
	2,528
	2,579
	16,950
	32,281
	 
	 
	 
	‐
	 
	‐
	 
	 
	‐
	2,541
	2,482
	5,023

	3/22/2011
	‐
	 
	‐
	 
	11,843
	2,528
	2,579
	16,950
	32,281
	 
	 
	 
	‐
	 
	‐
	 
	 
	‐
	2,541
	2,482
	5,023

	3/23/2011
	‐
	 
	‐
	 
	11,843
	2,528
	2,579
	16,950
	32,281
	 
	 
	 
	‐
	 
	‐
	 
	 
	‐
	2,541
	2,482
	5,023

	3/24/2011
	‐
	 
	‐
	 
	11,843
	2,528
	2,579
	16,950
	32,281
	 
	 
	 
	‐
	 
	‐
	 
	 
	‐
	2,541
	2,482
	5,023

	3/25/2011
	‐
	 
	‐
	 
	11,843
	2,528
	2,579
	16,950
	32,281
	 
	 
	 
	‐
	 
	‐
	 
	 
	‐
	2,541
	2,482
	5,023

	3/26/2011
	‐
	 
	‐
	 
	11,843
	2,528
	2,579
	16,950
	32,281
	 
	 
	 
	‐
	 
	‐
	 
	 
	‐
	2,541
	2,482
	5,023

	3/27/2011
	‐
	 
	‐
	 
	11,843
	2,528
	2,579
	16,950
	32,281
	 
	 
	 
	‐
	 
	‐
	 
	 
	‐
	2,541
	2,482
	5,023

	3/28/2011
	‐
	 
	25,000
	 
	11,843
	2,528
	2,579
	16,950
	7,281
	 
	 
	 
	‐
	 
	‐
	 
	 
	‐
	2,541
	2,482
	5,023

	3/29/2011
	‐
	 
	‐
	 
	11,843
	2,528
	2,579
	16,950
	7,281
	 
	 
	 
	‐
	 
	‐
	 
	 
	‐
	2,541
	2,482
	5,023

	3/30/2011
	‐
	 
	‐
	 
	11,843
	2,528
	2,579
	16,950
	7,281
	 
	 
	 
	‐
	 
	‐
	 
	 
	‐
	2,541
	2,482
	5,023

	3/31/2011
	‐
	 
	‐
	 
	11,843
	2,528
	2,579
	16,950
	7,281
	 
	 
	 
	‐
	 
	‐
	 
	 
	‐
	2,541
	2,482
	5,023

	 
	50,000
	 
	50,000
	 
	11,843
	2,528
	2,579
	16,950
	7,281
	 
	 
	 
	‐
	 
	‐
	 
	 
	‐
	2,541
	2,482
	5,023











PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.


Schedule P


Pricing Groups




Pricing Group           Inventory Report Item                             Grade


	
			
	Asphalt
	 

	 
	#6 FUEL OIL BLEND
	3% Fuel Oil

	 
	64-16
	64-16

	 
	64-16    (Out of Service)
	64-16

	 
	64-22
	64-22

	 
	64-22 NEAT
	64-22

	 
	64-28
	64-28

	 
	AC-10
	AC-10

	 
	AC10-2TR
	AC10-2TR

	 
	AC20-5TR
	AC20-5TR

	 
	AC-20XP
	AC-20XP

	 
	AC-3
	AC-3

	 
	Asph - HMCL Primer
	Asph - HMCL Primer

	 
	Asph - PAC30
	Asph - PAC30

	 
	Asph AC12-5TR
	Asph AC12-5TR

	 
	Asph AC-5 W/LATEX 2%
	Asph AC-5 W/LATEX 2%

	 
	Asph Hydrolene
	Asph Hydrolene

	 
	Asph MC2400 w/Latex
	Asph MC2400 w/Latex

	 
	Asph TR Concentrate
	Asph TR Concentrate

	 
	Asph TR Hardpen
	Asph TR Hardpen

	 
	ASPHALT
	Asphalt

	 
	Asphalt
	Asphalt

	 
	Asphalt - AC-10
	AC-10

	 
	Asphalt - AC-20
	AC-20

	 
	Asphalt - AC-5
	AC-5

	 
	Asphalt - RC-250
	RC-250

	 
	Asphalt - RC-250a
	RC-250a

	 
	Asphalt MC-30
	MC-30

	 
	Asphalt-AC-10-2TR
	AC-10-2TR

	 
	Asph-PG-64-22
	PG-64-22

	 
	Asph-PG-64-22-S Asph-PG-64-28
	PG-64-22
PG-64-28

	 
	Asph-PG-64-28-S
	PG-64-28

	 
	Asph-PG-70-22
	PG-70-22

	 
	Asph-PG-70-22-S
	PG-70-22

	 
	Asph-TR Concentrate
	TR Concentrate











	
			
	 
	FLUX Flux Oil
	Flux
Flux

	 
	GTR POC
	GTR

	 
	GTR/CON
	GTR

	 
	Hydrolene
	Flux

	 
	HYDROLENE
	Flux

	 
	MC-30
MC-30  (Out of Service)
	MC-30
MC-30

	 
	PG 70-22
	PG-70-22

	 
	PG 70-28
	PG 70-28

	 
	PG 70-28TR
	PG 70-28TR

	 
	PG 76-22
	PG 76-22

	 
	PMA POC PRIMER
	PMA POC Primer













PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.




Pricing Group           Inventory Report Item                             Grade


	
			
	 
	PRIMER(Out of Service) RC-250
	Primer
RC-250

	RC-250 (Out of Service)
	RC-250

	Unfinished Oil Blend
	VTB

	Vac. Tower Bottoms
	VTB

	VTB
	VTB

	VTB      (Out of Service)
	VTB

	Catfeed
	 
	 

	 
	Cat Feed/Gasoil
FCCU CHARGE
	VGO VGO

	Crude
	 
	 

	 
	Crude Oil
CRUDE OIL
	Crude
Crude

	 
	Crude Railcars Received
	Crude

	Diesel
	 
	 

	 
	DIESEL Diesel
	ULSD ULSD

	 
	DIESEL #2 ULTRA LOW
	 

	 
	SULFU
	ULSD

	 
	DIESEL RUNDOWN
	ULSD

	 
	DSL
	ULSD

	 
	Dyed LSD #2
	ULSD Dyed (additive)

	 
	GRACE TK - E
	Unfinished Diesel

	 
	GRACE TK - W
	Unfinished Diesel

	 
	LCO (FAS-70)
	LCO

	 
	LIGHT CYCLE OIL
	LCO

	 
	Light Cycle Oil
	LCO

	 
	Low Sulfur Diesel
	ULSD

	 
	ULSD
	ULSD

	 
	Unfin #2 Fuel
	Unfinished Diesel

	 
	Grace-E Unfinished Diesel
	Unfinished Diesel

	 
	Grace-W Unfinished Diesel
	Unfinished Diesel

	Gasoline
	 
	 

	 
	87 NoLead
87 RBOB
	Unlead 87
Unlead 87

	 
	91 NoLead
	Premium 91

	 
	Alky Feed
	BB (Butane/Butylene)

	 
	Alkylate
	Alkylate

	 
	ALKYLATE
	Alkylate

	 
	AROMEX CHARGE
	Light Reformate











	
			
	 
	AZRBOB
	Unlead

	 
	Benzene
	Benzene

	 
	BENZENE PRODUCT
	Benzene

	 
	Butane
	Butane

	 
	CARBOB
	Unlead

	 
	CAT GASOLINE
	Cat Gasoline

	 
	Cat Naphtha
	Cat Naphtha

	 
	CBOB
	Unlead

	 
	FAS 104
	Aromatic Solvent

	 
	GAS
	Gasoline













PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.


	
			
	Pricing Group
	Inventory Report Item
	Grade
Natural

	 
	Gas Blend Stock
	Gasoline/LSR/Pentane

	 
	GASO CONV 84 OCT SUB UL
	 

	 
	H
	Unlead

	 
	GASO CONV 84.5 OCT SUB
	 

	 
	UL
	Unlead

	 
	GASO CONV 86 OCT UL 7.0 R
	Unlead

	 
	GASO CONV 86 OCT UL HRVP
	Unlead

	 
	GASO CONV 87 OCT UL HRVP
	Unlead

	 
	GASO CONV 91 OCT PUL 7.0
	Premium

	 
	GASO CONV 91 OCT PUL
	 

	 
	HRVP
	Premium

	 
	Gasoline
	Gasoline

	 
	Isobutane
	ISO

	 
	ISOBUTANE
	ISO

	 
	Lt Reformate
Midgrade Unld
	Light Reformate
Midgrade

	 
	Natural Gaso
	Natural Gasoline

	 
	No Lead
OLEFINS P/L ONLY PBOB
	Unlead
BB (Butane/Butylene) Unlead
Premium

	 
	 
	Natural

	 
	PENTANE
Premium
	Gasoline/LSR/Pentane
Premium

	 
	PREMIUM
	Premium

	 
	Premium CBOB
	Premium

	 
	Premium RBOB
	Premium

	 
	PRM
	Premium

	 
	PUL
	Premium

	 
	PUL-DOCKS&P/L
	Premium

	 
	Raffinate
	Raffinate

	 
	RAFFINATE
	Raffinate

	 
	RBOB
	Unlead

	 
	Reformate
	Reformate











	
			
	 
	REFORMATE Reformer Feed
	Reformate
Sweet Naphtha

	 
	RUL
	Unlead SOUR




NAPHTHA                           Naphtha SWEET
NAPHTHA                         Sweet Naphtha TOLUENE                                       Toluene Toluene (gas blend)                        Toluene Toluene(gas blend)                         Toluene Toluene-non gas                             Toluene
UL-84.5                                           Unlead 84.5
UL-86                                              Unlead 86
UL-DOCKS&P/L                             Unlead
Unld Prem 92                                  Premium 92
Unlead                                            Unlead
UNLEAD                                         Unlead
Unlead 87                                       Unlead 87
Unleaded 87                                   Unlead 87







PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.











	
			
	Pricing Group
	Inventory Report Item
	Grade

	Jet
	 
	 

	 
	Cogen Jet A JET
	Jet A Jet A

	 
	Jet A
	Jet A

	 
	JET FUEL JET A
	Jet A

	 
	JET FUEL JP-8
	JP-8

	 
	Jet JP8
	JP-8

	 
	JP8
	JP-8

	 
	KEROSENE
	Kerosene

	 
	KEROSENE-BS RACK
	Kerosene

	 
	Low Sulfur #1 Dist
	Low Sulfur #1 Dist

	Propane
	 
	 

	 
	Propane
	Propane

	Slop/Transmix
	 
	 

	 
	Hvy Rerun Slop
Mix
	Slop
Slop

	 
	P/L Slop
	Slop

	 
	Ref Slop Oil
	Slop

	 
	Remed Slop
	Slop

	 
	Transmix
	Slop

	 
	TRANSMIX
	Slop

	 
	Truck
	Slop

	CBO-Slurry
	 
	 

	 
	CARBON BLACK OIL Carbon Black Oil
	CBO CBO

	Zero Pen
	 
	 

	Zero Pen
	0-PEN
O-Pen Ashalt
	0-PEN
0-PEN

	 
	Zero Pen
	0-PEN

	 
	Zero Pen Asphalt
	0-PEN

	Excluded
	 
	 

	 
	Brine water
Coke
	Brine Water
Coke

	 
	ETHANOL
	Ethanol

	 
	METHANOL
	Methanol

	 
	Methonal
	Methonal

	 
	Propylene
	Propylene

	 
	Sulphur
	Sulphur

	 
	Water
	Water













PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.




Schedule Q Form of


Trade Sheet




	
					
	TRADE SHEET TEMPLATE

	

Trade Date (Month/Day/Year): Ticket No.
	

[MM/DD/YYYY]
#

	Buyer: full style legal entity
Contact:
	

Trader's Name                           Phone No#

	Seller: full style legal entity
Contact:
	

Trader's Name                           Phone No#

	Broker:
Contact: Rate:
	

Phone No#

	

FOR PRODUCTS
	 

	Quantity:
Product Description: Specifications (Grade): Incoterms
Shipping Method Location/Pipeline/Cycle Delivery Period Tolerance / Option
Pricing Terms (USD/GALS): EFP Price:
Payment Terms: GT&C:
	Unit / Conversion:    Barrels/Day

	 

	 

	 

	Pipeline:                                           Cycle

	 

	 

	 

	Product:                                  Futures Contract:

	 

	 

	Comments
	 

	Ancillaries:
	Cost Details:
	For the Account of:

	Buyer
	Seller
	Other

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 













PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.




	
					
	

FOR CRUDE DEALS
	 

	Quantity:
Specifications (Grade): Term: Incoterms/Location Shipping Method Location/Pipeline Tolerance / Option
Pricing Terms (USD/BBL): Payment Terms:
GT&C:
	Unit / Conversion:    Barrels/Day

	 

	 

	 

	 

	 

	 

	[Spot price or description of pricing formula]

	 

	 

	Comments
	 

	Ancillaries:
	Cost Details:
	For the Account of:

	Buyer
	Seller
	Other

	 
	 
	 
	 
	 










NY2-684199
 
Schedule Q-2










PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.




Products Nomination Template












Date:                     [Today’s Date] To:
Company: Phone: Email:






NOMINATION MONTH:          [Month] REVISION #:                               ORIGINAL
 
J ARON & COMPANY
200 West Street
New York, NY  10282







CONNECTING      RECEIVED     FOR THE
 
[XX] days



PIPELINE              FROM             a/c OF          GRADE         BPD              BPM              DESTINATION














Kind regards,


From:         J Aron & Company
Phone:        212-902-7349
Fax:            212-493-9847
Email           






























Schedule Q-3












NY2-684199





PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.




Schedule S
Final Refinery Yield
February 2011
	
													
	

	140,027
	51,200
	4,517
	11.09%
	3,244            13.78%
	 
	-

	(917)
	4,256
	(30)
	-0.07%
	#VALUE!
	 
	-

	 
	200
	CARFG-P
	-
	-
	15,195
	15,195
	-
	490
	1.20%
	175              0.74%
	 
	-

	g
	203
	CARFG-R
	-
	-
	133,175
	133,175
	-
	4,296
	10.54%
	1,555              6.61%
	 
	-

	g
	228
	Alkyalate
	-
	-
	-
	-
	-
	-
	0.00%
	#VALUE!
	 
	-

	g
	106
	Iso Butane
	902
	-
	7,517
	8,351
	1,736
	269
	0.66%
	91              0.39%
	 
	-

	g
	110
	Iso Octane
	19,317
	35,509
	-
	(28,873)
	25,953
	(931)
	-2.29%
	#VALUE!
	 
	-

	g
	115
	Pentane
	1,036
	-
	11,592
	15,874
	5,318
	512
	1.26%
	196              0.83%
	 
	-

	 
	118
	Ethanol
	4,372
	16,994
	1,126
	(14,917)
	5,323
	(481)
	-1.18%
	#VALUE!
	 
	-

	g
	244
	Reformate Hi Ron
	69,133
	-
	-
	14,203
	83,336
	458
	1.12%
	268              1.14%
	 
	-

	l
	551
	Light Naptha
	10,279
	11,532
	11,532
	1,090
	11,369
	35
	0.09%
	28              0.12%
	 
	-

	 
	 
	Total Gasoline:
	147,524
	64,035
	306,276
	283,208
	188,492
	9,136
	22.42%
	5,127            21.66%
	 
	-

	d
	314
	Jet "A"
	31,140
	-
	39,851
	10,814
	2,103
	349
	0.86%
	1,060              4.50%
	 
	-

	d
	346
	JP8
	-
	-
	14,806
	14,806
	-
	478
	1.17%
	368              1.56%
	 
	-

	6
	353
	Jet "A" w/icing
	-
	-
	-
	-
	-
	-
	0.00%
	0.00 %
	 
	-

	d
	420
	Ultra Low Sulfur CARB Diesel
	18,113
	534
	137,213
	168,636
	50,069
	5,440
	13.35%
	2,877            12.22%
	 
	-

	d
	421
	Ultra Low Sulfur CARB Diesel Dyed
	-
	-
	39,237
	39,237
	-
	1,266
	3.11%
	641              2.72%
	 
	-

	d
	443
	F76 Naval Diesel
	-
	-
	-
	-
	-
	-
	0.00%
	0.00 %
	 
	-

	d
	480
	Ultra Low Sulfur EPA Diesel
	33,785
	-
	239,669
	275,387
	69,503
	8,883
	21.81%
	3,284            13.95%
	 
	-

	d
	412
	Cetane Additive
	302
	257
	-
	(273)
	286
	(9)
	-0.02%
	#VALUE!
	 
	-

	d
	411
	GC2000
	31
	-
	-
	12
	43
	0
	0.00%
	#VALUE!
	 
	-

	 
	 
	Total Distillate:
	83,371
	790
	470,776
	508,618
	122,003
	16,407
	40.27%
	8,222            34.93%
	 
	-

	l
	550
	SR Naphtha
	-
	-
	-
	-
	-
	-
	0.00%
	0.00 %
	 
	-

	l
	554
	Full Range Naphtha
	34,117
	-
	-
	(14,464)
	19,653
	(467)
	-1.15%
	#VALUE!
	 
	-

	l
	558
	Desulfurized Naphtha
	20,361
	-
	-
	(2,996)
	17,365
	(97)
	-0.24%
	40              0.17%
	 
	-

	l
	442
	Kerosene
	16,971
	-
	-
	1,561
	18,532
	50
	0.12%
	59              0.25%
	 
	-

	l
	439
	Untreated Diesel
	39,725
	30,197
	-
	(42,369)
	27,553
	(1,367)
	-3.35%
	#VALUE!
	 
	-

	l
	492
	Untreated Diesel Dyed
	-
	-
	-
	-
	-
	-
	0.00%
	0.00 %
	 
	-

	 
	 
	Total Light Unfinished:
	111,174
	30,197
	-
	(58,268)
	83,103
	(1,880)
	-4.61%
	#VALUE!
	 
	-

	a
	10000
	Asphalt
	-
	-
	-
	409,502
	-
	13,210
	32.42%
	7,145            30.35%
	 
	-

	 
	 
	Total Heavy Oil:
	-
	-
	-
	409,502
	-
	13,210
	32.42%
	7,145            30.35%
	 
	-

	h
	

466
	HSVGO
	323,947                     0              59,481              29,216               293,682                 942             2.31%                1,635              6.94%                                          -




	
														
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	l
	440
	Transmix
	-
	-
	-
	-
	-
	-
	0.00%
	1
	0.00%
	 
	-

	o
	108
	LPG
	5,451
	-
	51,009
	51,467
	5,909
	1,660
	4.08%
	741
	3.15%
	 
	-

	 
	112
	Propane
	705
	-
	5,930
	5,727
	502
	185
	0.45%
	40
	0.17%
	 
	 

	o
	306
	Sulfur
	841
	-
	3,131
	3,050
	760
	98
	0.24%
	52
	0.22%
	 
	-

	 
	^493
	Cutterstock
	-
	-
	-
	-
	-
	-
	0.00%
	-
	0.00%
	 
	-

	 
	 
	Total Other:
	6,997
	-
	60,070
	60,244
	7,171
	1,943
	4.77%
	834
	3.54%
	 
	-

	 
	 
	Subtotal:
	821,104
	95,023
	952,091
	1,228,350
	782,883
	39,624
	97.26%
	23,329
	190.64%
	 
	-

	 
	9991
	Vaportized LPG
	 
	 
	 
	1,380
	 
	 
	 
	 
	 
	 
	 

	 
	9992
	Vaportized Other Gases
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	9999
	Plant Gain/Loss
	 
	 
	 
	34,593
	 
	1,116
	2.74%
	209
	0.89%
	 
	 

	 
	 
	Total:
	 
	 
	 
	1,264,323
	 
	40,740
	100%
	23,537
	192%
	 
	 









PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.




	
													
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	h
	463
	LSVGO
	85,265
	-                        -
	(54,160)
	31,105
	(1,747)
	-4.29%
	277
	1.18%
	 
	-

	h
	318
	Unconverted Gas Oil
	9,367
	-23,237
	26,990
	13,120
	871
	2.14%
	274
	1.16%
	 
	 

	h
	555
	Slop
	49,723
	-                        -
	(8,541)
	41,182
	(276)
	-0.68%
	105
	0.44%
	 
	-

	h
	553
	Fuel Oil
	3,736
	-21,491
	20,782
	3,027
	670
	1.65%
	91
	0.39%
	 
	-

	h
	552
	VTB To Fuel
	-
	-10,759
	10,759
	-
	347
	0.85%
	90
	0.38%
	 
	-

	 
	 
	Total Heavy Unfinished:
	472,038
	0            114,969
	25,046
	382,115
	808
	1.98%
	2,471
	10.50%
	 
	-

	 
	12
	Hydrogen
	-
	-                        -
	-
	-
	-
	0.00%
	-
	0.00%
	 
	 






	
											
	Raw Material Input
	 

	Prod
Code
	Product
Description
	Beg Inv
Bbls
	MTD Receipts
	Adj/ Regrades
	MTD Input
	End Inv
Bbls
	Input
BPD
	% Input
	Input
YTD BPD
	% Input






	
												
	8520
	ANS
	-
	-
	-
	-
	-
	0.00%
	94
	0.40%
	 
	-                         -                  -

	8523
	Line 63
	51,073
	29,839
	-29,882
	51,030
	964
	2.36%
	707
	3.05%
	 
	-                         -            51,030

	8524
	Chevron Crudes
	75,051
	315,876
	-348,102
	42,825
	11,229
	27.53%
	5,092
	21.95%
	 
	-                         -            42,825

	8532
	Cold Lake
	43,165
	343,303
	-331,039
	55,429
	10,679
	26.18%
	4,046
	17.44%
	 
	-                         -            55,429

	8526
	Montebello
	-
	-
	-                        -
	-
	-
	0.00%
	600
	2.59%
	 
	-                         -                  -

	8525
	Seal Beach
	-
	-
	-                        -
	-
	-
	0.00%
	1,749
	7.54%
	 
	-                         -                  -

	8521
	San Joaquin
	-
	-
	-                        -
	-
	-
	0.00%
	58
	0.25%
	 
	-                         -                  -

	8508
	Oriente
	24,732
	258,217
	-219,509
	63,441
	7,081
	17.36%
	3,935
	16.97%
	 
	-                         -            63,441

	8539
	Oman
	-
	-
	-                        -
	-
	-
	0.00%
	586
	2.53%
	 
	-                                             -

	8541
	ESPO
	95,426
	22,886
	-118,312
	-
	3,817
	9.36%
	1,588
	6.85%
	 
	-                                             -

	8540
	Polvo
	-
	-
	-                        -
	-
	-
	0.00%
	600
	2.59%
	 
	-

	8537
	LA Basin
	-
	1,457
	-1,457
	-
	47
	0.12%
	179
	0.77%
	 
	-                         -                  -

	8509
	Wilmington/THUMS
	25,764
	-
	#VALUE!
	27,573
	(58)
	-0.14%
	135
	0.58%
	 
	-                         -            27,573

	8527
	Napo
	-
	-
	-                        -
	-
	-
	0.00%
	-
	0.00%
	 
	-                                             -

	8531
	Basrah
	-
	275,744
	-191,748
	83,996
	6,185
	15.17%
	2,070
	8.93%
	 
	-                         -            83,996

	8590
	Crude Slop
	-
	-
	-                        -
	-
	-
	0.00%
	-
	0.00%
	 
	-                                             -

	 
	Total Crude:
	315,211
	1,247,322
	-1,238,239
	324,294
	39,943
	97.94%
	21,440
	92.44%
	 
	-                         -          324,294

	440
	Transmix
	-
	6,946
	-6,946
	-
	224
	0.55%
	135
	0.58%
	 
	-

	^228
	Alkylate
	-
	-
	-                        -
	-
	-
	0.00%
	359
	1.55%
	 
	-

	^119
	Ethanol
	-
	-
	-                        -
	-
	-
	0.00%
	128
	0.55%
	 
	-

	^554
	Full Range Naphtha
	-
	-
	-                        -
	-
	-
	0.00%
	232
	1.00%
	 
	-

	^110
	Iso Octane
	-
	-
	-                        -
	-
	-
	0.00%
	40
	0.17%
	 
	-

	^551
	Light Naptha
	-
	-
	-                        -
	-
	-
	0.00%
	-
	0.00%
	 
	-

	^550
	SR Naphtha
	-
	-
	-                        -
	-
	-
	0.00%
	-
	0.00%
	 
	-

	^463
	LSVGO
	-
	-
	-                        -
	-
	-
	0.00%
	175
	0.75%
	 
	-

	^439
	Ultreated Dsl
	-
	-
	-                        -
	-
	-
	0.00%
	396
	1.71%
	 
	-

	^480
	Ultra Low Sulfur EPA Diesel
	-
	-
	-                        -
	-
	-
	0.00%
	1
	0.00%
	 
	-

	2
	Natural Gas H2 Plant
	-
	19,138
	-19,138
	-
	617
	1.51%
	289
	1.24%
	 
	-

	^555
	Slop
	-
	-
	-                        -
	-
	-
	0.00%
	-
	0.00%
	 
	-

	^466
	HSVGO
	-
	-
	-                        -
	-
	-
	0.00%
	-
	0.00%
	 
	-

	^^466
	HSVGO
	-
	-
	-                        -
	-
	-
	0.00%
	-
	0.00%
	 
	-

	 
	Total Other:
	-
	26,084
	-26,084
	-
	841
	2.06%
	1,754
	7.56%
	 
	-

	 
	Total Raw Material Input:
	315,211
	1,273,406
	-1,264,323
	324,294
	40,785
	100%
	23,194
	100%
	 
	-






PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.




Schedule T


Excluded Transaction Trade Sheet











	
			
	EXCLUDED TRANSACTION TRADE SHEET

	Trade Date (Month/Day/Year): Ticket No.
	[MM/DD/YYYY]
#

	 
	 

	Excluded Transaction Type:
	[Buy/Sell]
	[Stand-Alone Trade/One of a Group]

	 
	 
	 

	Note: In evaluating whether a proposed Excluded Transaction is permitted, it is understood that a "Buy" will reduce the volume to be
shipped from the Storage Facilities for the period listed, and a "Sell"
will increase the volume to be shipped from the Storage Facilities for the period listed.

	Contact:
	[Aron Contact]                   Phone No#             [###-###-####]

	

FOR PRODUCT

	Quantity:                                                  Unit / Conversion:             [Barrels]

	Product Description:
Specifications (Grade): Shipping Method: Location/Pipeline:


Delivery Period:
	 

	 

	 

	Pipeline:                      Cycle: [If Applicable]

	 

	 

	 

	Comments:
	 














































NY2-684199
 
Schedule T-1










PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.




Schedule U


Alon Credit Agreement Amendment


Following the amendment, the Revolving Credit Facility’s financial covenants will be as follows: Funded Debt to EBITDA of Alon USA Inc. (“Alon USA”) and its Consolidated Subsidiaries for
the fiscal year ended December 31, 2010, not to exceed -8 to 1;


Funded Debt as of March 31, 2011 to four times Consolidated EBITDA of Alon USA and its Consolidated Subsidiaries for the single Fiscal Quarter ending on March 31, 2011 not to exceed 8 to 1;


Funded Debt as of June 30, 2011 to four times Consolidated EBITDA of Alon USA and its Consolidated Subsidiaries for the single Fiscal Quarter ending on June 30, 2011 not to exceed 4 to 1;


Funded Debt as of September 30, 2011 to four times Consolidated EBITDA of Alon USA and its Consolidated Subsidiaries for the single Fiscal Quarter ending on September 30, 2011 not to exceed 4 to 1;


Funded Debt as of December 31, 2011 (and as of the last day of each Fiscal Quarter thereafter) to Consolidated EBITDA of Alon USA and its Consolidated Subsidiaries for the four Fiscal Quarters ending on the last day of such Fiscal Quarter, not to exceed 4 to 1.


Current Ratio of no less than 1 to 1, measured on a quarterly basis.


For the fiscal year ended December 31, 2010, Interest Coverage Ratio of Alon USA and its
Consolidated Subsidiaries, not to be less than -0.8 to 1.0;


For the Fiscal Quarter ending March 31, 2011, (i) Consolidated EBITDA of Alon USA and its Consolidated Subsidiaries for such Fiscal Quarter to (ii) interest expense of Alon USA and its Consolidated Subsidiaries payable for such Fiscal Quarter, not to be less than 0.9:1.0;


For the Fiscal Quarter ending June 30, 2011, (i) Consolidated EBITDA of Alon USA and its Consolidated Subsidiaries for such Fiscal Quarter to (ii) interest expense of Alon USA and its Consolidated Subsidiaries payable for such Fiscal Quarter, not to be less than 2.0:1.0;


For the Fiscal Quarter ending September 30, 2011, (i) Consolidated EBITDA of Alon USA and its Consolidated Subsidiaries for such Fiscal Quarter to (ii) interest expense of Alon USA and its Consolidated Subsidiaries payable for such Fiscal Quarter, not to be less than 2.0:1.0;


For each Fiscal Quarter ending on and after December 31, 2011, (i) Consolidated EBITDA of Alon USA and its Consolidated Subsidiaries to (ii) interest expense of Alon USA and its Consolidated Subsidiaries payable for such period, in each case, for the four consecutive Fiscal Quarters ended on such date, not to be less than 2.0:1.0





















Schedule U-1







PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.




Schedule V


Available Storage and Transportation Agreements




1.        Pipelines and Terminals Agreement between Alon USA, LP and Holly Energy
Partners, L.P. dated February 28, 2005.


2.        Pipeline Lease Agreement between Navajo Pipeline Company (now HEP1) and
American Petrofina Pipeline Company (now Alon2) dated February 21, 1997.


3.        Storage and Product Handling Agreement between Navajo Refining Company
(now HEP) and Fina Oil and Chemical Company (now Alon) dated February 21,
1997.


4.        Mesa Pipeline Dedication Letter Agreement between Sunoco Pipeline L.P. and
Alon dated December 12, 2005.


5.        Pipeline Lease Agreement between Plains Pipeline, L.P. and Alon, dated as of
December 12, 2007.


		
	6.
	Connection and Shipping Agreement between Centurion Pipeline, L.P. and Alon, dated as of June 14, 2006.


































































1 HEP means Holly Energy Partners
2 Alon means Alon USA, LP


Schedule V-1







PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.




Schedule W


Aron Crude Receipts Pipelines




Mesa Pipeline Midland, TX to Alon Big Spring, TX Refinery


Plains Pipeline, LP Sunoco Pipeline LP







PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.




Schedule X


Pipeline Systems (Included Pipelines)




Plains Pipeline, LP and Sunoco Pipeline LP


Mesa Pipeline Midland, TX to Big Spring, TX Refinery


Holly Energy Partners – Operating, LP.


Midland, Texas to Orla, Texas (Fintex) Abilene, Texas to Dyess AFB
Big Spring, Texas to Abilene, Texas (Trust X-6)


Big Spring, Texas to Wichita Falls, Texas (Trust 6/8) Wichita Falls, Texas to Duncan, Oklahoma (River)
Pipeline leased by Alon USA, LP from Holly Energy Partners, LP lease dated February 21, 1997


Orla, Texas to El Paso, Texas


Pipeline leased by Alon USA, LP from Plains Pipeline, LP lease dated December 12, 2007


Big Spring, Texas to Midland, Texas







PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.




Schedule Z


Orla to El Paso / El Paso Inventory Description




Pipeline:


The “Orla Terminal Daily Report” is received every day from HEP. An example of the Orla Terminal Report can be found in Schedule H, Form of Inventory Reports. The volumes that have shipped from Orla on the previous day are listed under the section “Truck Rack,” “HEP Deliveries.” Please note that these volumes are cumulative for the month so you must subtract the previous day’s number to calculate the actual volume shipped from Orla. When necessary,
HEP issues “Metered Receiving and Delivery Tickets” that indicates the total volume received in El Paso.  Batch numbers are assigned by HEP. These batch numbers are used from the time the batch leaves Orla to the time it delivers to El Paso.


The total volume that has shipped from Orla on the previous day plus the previous day pipeline inventory minus what has been received that day at El Paso is then considered “Pipeline Inventory.” This represents the estimated line fill from Orla to El Paso.


Linefill is balanced at end of month with the “HEP Shipper Inventory Report” using “Plant Total: 7003 – HEP PPL 8 Artesia – El Paso. An example of this HEP End of Month Report can also be found in Schedule H, Form of Inventory Reports.


Inventory:


El Paso inventory is calculated by using previous day inventory plus deliveries into El Paso less sales, transfers and movements out via pipeline. Alon is able to gather this information from “Metered Receiving and Delivery Tickets”, as well as by accessing HEP’s Toptech system, an internal system managed by HEP.


Inventory is balanced at end of month with “HEP Shipper Inventory Report” using “Plant Total:
7014 – HEP Trm TX El Paso.”