ALJ - EX_10.86_Combined


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


Execution Version














































SUPPLY AND OFFTAKE AGREEMENT


dated as of May 30, 2012 between
J. ARON & COMPANY


and


ALON SUPPLY, INC.





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


TABLE OF CONTENTS


Page




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


ARTICLE 2          CONDITIONS TO COMMENCEMENT ..................................................... 17


ARTICLE 3          TERM OF AGREEMENT............................................................................. 21


ARTICLE 4          COMMENCEMENT DATE TRANSFER .................................................... 21


ARTICLE 5          PURCHASE AND SALE OF CRUDE OIL.................................................. 22


ARTICLE 6          PURCHASE PRICE FOR CRUDE OIL ....................................................... 29


ARTICLE 7          TARGET INVENTORY LEVELS AND WORKING CAPITAL ADJUSTMENT ............................................................................................. 31


ARTICLE 8          PURCHASE AND DELIVERY OF PRODUCTS ........................................ 35


ARTICLE 9          ANCILLARY COSTS; MONTH END INVENTORY; CERTAIN DISPOSITIONS; TANK MAINTENANCE ................................................. 38


ARTICLE 10        PAYMENT PROVISIONS............................................................................ 40


ARTICLE 11        INDEPENDENT INSPECTORS; STANDARDS OF
MEASUREMENT ......................................................................................... 45


ARTICLE 12        FINANCIAL INFORMATION; CREDIT SUPPORT; AND
ADEQUATE ASSURANCES....................................................................... 45


ARTICLE 13        REFINERY TURNAROUND, MAINTENANCE AND CLOSURE........... 47


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


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


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


ARTICLE 17        REPRESENTATIONS, WARRANTIES AND COVENANTS ................... 51


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


ARTICLE 19        SETTLEMENT AT TERMINATION........................................................... 59


ARTICLE 20        INDEMNIFICATION.................................................................................... 63


ARTICLE 21        LIMITATION ON DAMAGES .................................................................... 64


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


ARTICLE 23        CONFIDENTIALITY.................................................................................... 65


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


ARTICLE 25        ASSIGNMENT.............................................................................................. 66


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


ARTICLE 27        NO WAIVER, CUMULATIVE REMEDIES ............................................... 67






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TABLE OF CONTENTS
(continued)
 





Page







ARTICLE 28        NATURE OF THE TRANSACTION AND RELATIONSHIP OF
PARTIES ....................................................................................................... 67


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



















































































































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


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 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 R                                         Form of Step-Out Inventory Sales Agreement Schedule S                                         Form of Refinery Production Volume Report Schedule T                                         Excluded Transaction Trade Sheet
Schedule U                                         [Reserved]


Schedule V                                         Available Storage and Transportation Arrangements


Schedule W                                        [Reserved]











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NY2-702865                                                                    -iii-





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


Schedule X                                         Pipeline Systems




































































































































NY2-702865                                                                    -iv-





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


SUPPLY AND OFFTAKE AGREEMENT


This Supply and Offtake Agreement (this “Agreement”) is made as of May 30, 2012 (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 Supply, Inc. (the “Company”), a Delaware corporation 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 has entered into the Tolling Agreement (as defined below) with Paramount Petroleum Corporation (“PPC”), pursuant to which the Company has the exclusive right, through services provided by PPC, to refine, process and store crude oil and refined petroleum products at the refining, processing and terminalling units owned and/or operated by PPC and located in Paramount, California, Long Beach, California, Lakewood, California and Bakersfield, California, together with other real and personal property related thereto (collectively, the “Refinery”);


WHEREAS, the Company now wishes to have Aron deliver crude oil and other petroleum feedstocks to the Company for processing at the Refinery and purchase all refined products produced by the Refinery (other than certain excluded products) upon and subject to the terms and conditions set forth below;


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 hereby agree 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:


“Acknowledgement and Agreement” means the acknowledgement and agreement to be
delivered to Aron by PPC pursuant to Section 2.1(q).


“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 Facilities during such Delivery Month.





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


“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.


“Adjustment Amount” means the “Adjustment Amount” as per the “Available Volume” tab in the “PPC Daily Inventory Report” specified in Schedule H, provided that the data and other  information  used  to  determine  the  foregoing shall  be  reasonably satisfactory to  and verifiable by Aron.


“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.


“Aggregate Monthly Purchased Products Fee” has the meaning specified in  Section 8.8.


“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 and regardless of the point at which or terms upon which delivery is made under any such Procurement Contract), 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 or discharge 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 third party 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 Article 18 and Article 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.





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


“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” means Alon Refining Krotz Springs, Inc.


“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 from time to time amended, modified, supplemented and/or restated.


“Asphalt Category” has the meaning specified in the Inventory Sales Agreement.


“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 fifteen (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.





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


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


“Baseline Volume” means for Crude Oil or each Product Group the respective minimum volume specified therefor under the “Baseline Volume” column on Schedule D.


“Best Available Inventory Data” means (a) daily inventory reports produced by the Company in respect of the Crude Storage Tanks, applicable Included Crude Pipelines, Product Storage Tanks and applicable Included Product Pipelines, in the form specified in Schedule H and (b) daily reports from Kinder Morgan Tank Storage Terminals LLC in respect of the applicable Included Third Party Storage Tanks.


“Big Spring Supply and Offtake Agreement” means the Amended and Restated Supply and Offtake Agreement between Aron and Alon USA, LP dated as of March 1, 2011 as from time to time be amended, modified, supplemented and/or restated.


“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  Facilities  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.





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


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


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


“Crude Intake Point” means the inlet flange of the Crude Storage Tanks and Included
Crude Tanks, respectively.


“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, Included Crude
Tanks and Included Crude Pipelines.


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


“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 or purchased 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(a).


“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.





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


“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 a third party Included Crude Pipeline or is pursuant to a Procurement Agreement with delivery via a third party Included Crude Pipeline.


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


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


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


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


“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.


“EST” means the prevailing time in the Eastern time zone.


“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.





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


“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.





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


“Included Crude Pipelines” means the pipelines or sections thereof owned or leased by the Company, PPC or an Affiliate of PPC or by a third party, as further described on Schedule X, as such schedule may, from time to time, be amended by the Parties.


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


“Included Locations” means, collectively, the Crude Storage Facilities and the Product
Storage Facilities.


“Included Product Pipelines” means pipelines or sections thereof owned or leased by the Company, PPC or an Affiliate of PPC or by a third party,, as further described on Schedule X, as such schedule may, from time to time, be amended by the Parties.


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


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


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


“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).


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


“Inventory Lien Documents” has the meaning specified in  Section 2.1(p).


“Inventory Sales Agreement” means the purchase and sale agreement, in form and in substance mutually agreeable to the Parties, dated as of the Commencement Date, pursuant to which the Company is selling and transferring to 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.





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


“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), including any Costs directly or indirectly arising out of or related to any suit, proceeding, judgment, settlement or judicial or administrative order and any Costs arising from compliance or non-compliance with Environmental Law.


“Liens” has the meaning specified in Section 17.2(h).


“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 Edgington Oil Company, LLC, Paramount of Oregon, LLC, Paramount of Washington, LLC, Paramount Petroleum Corporation of Arizona, Inc., and Alon Bakersfield Property, Inc., jointly and severally, as Landlord, and Paramount Petroleum Corporation, as Tenant, as amended, pursuant to which PPC is the exclusive lessee and operator of its refining and processing facilities in Long Beach, California and Bakersfield, California, 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 or Big Spring Supply and Offtake Agreement as defined therein; (iii) the ability of PPC to perform its obligations under the Tolling Agreement (iv) the ability of the Company to fully and timely perform its obligations; (v) the legality, validity, binding effect or enforceability against the Company of any of the Transaction Documents; or (vi) 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





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


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).





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


“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).


“Nomination Month” means the month that occurs prior to the Delivery Month.


“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.


“Operational Volume Range” means the range of operational volumes for any given set of associated Crude Storage Facilities for each type of Crude Oil and for any given set of associated Product Storage Facilities 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.


“Phase One Step-out” has the meaning specified in  Section 4.3.


“Pipeline Cutoff Date” means, with respect to any third party 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.


“PPC” means Paramount Petroleum Corporation.


“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





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


seller of Crude Oil (other than the Company or any Affiliate of the Company) or a contract with the Company, or such other contract to the extent the Parties deem such contract to be a Procurement Contract for purposes hereof.


“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, Included
Product Tanks and Included Product Pipelines.


“Product Storage Tanks” means any of the tanks at the Refinery that store Products and listed on Schedule E as such, including those tanks made available to PPC pursuant to the Terminal  Lease  entered  into on June 1,  2010 between Equilon Enterprises LLC and Alon Bakersfield Property Inc.,.


“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.


“PST” means the prevailing time in the Pacific time zone.





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


“Purchased Product Barrel Fee” means the amount set forth as the “Purchased Product
Barrels Fee” in the Fee Letter.


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


“Refinery” has the meaning specified in the first recital hereto.


“Refinery Facilities” means (i) all  the facilities  located at  the Refinery, and  (ii) any associated or adjacent facility in each case, 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 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 exposure 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 third party Included Crude Pipelines, third party 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).


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


“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





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


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, in a form and substance mutually agreeable to the Parties, to be dated as of the Termination Date, pursuant to which the Company 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 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” includes the Inc luded Third Party Storage Tanks and any other 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 which are used exclusively to store Excluded Materials.


“Storage Facilities  Agreement” means  the  storage facilities agreement,  in  form  and substance mutually agreeable to the Parties, to be dated as of the Commencement Date, between the Company, PPC, certain of PPC’s Affiliates (collectively, the “Granting Parties”) and Aron, pursuant to which the Granting Parties 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.





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


“Term Credit Agreement” means the Credit Agreement dated as of June 22, 2006 by and among Alon USA Energy, Inc., the Lenders thereto and Credit Suisse, as from time to time amended.


“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).


“Tolling Agreement” means that certain Tolling Agreement between the Company and
PPC dated as of May 30, 2012.


“Transaction Document” means any of this Agreement, the Acknowledgment and Agreement, Marketing and Sales Agreement, the Inventory Sales Agreement, the Storage Facilities Agreement, the Step-Out Inventory Sales Agreement, the Required Storage and Transportation Arrangements, the Fee Letter, the Inventory Lien Documents and any other agreement or instrument contemplated hereby or executed in connection herewith, including any guarantees or other credit support documents as may be from time to time provided by the Company and/or its Affiliates.


“Transported Quantities” means the aggregate volume of Crude Oil transported via truck or rail to the those Crude Tanks located at the portions of the Refinery in Paramount, California and Long Beach, California, as per the “Available Volume” tab in the “PPC Daily Inventory Report” specified in Schedule H, unless Aron determines, based on its reasonable judgment (which may include the judgment of Supplier’s Inspector), that the volumes reflected in such tab are not sufficiently reliable or accurate, in which case the parties shall agree to and implement an alternative method satisfactory to Aron for determining and reporting the foregoing volumes.


“Volume Determination Procedures” mean (a) in respect of determining the NSV of Crude Oil in the Crude Storage Tanks or Products in the Product Storage Tanks, PPC’s ordinary month-end procedures, 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 (b) in respect of determining the NSV of Crude Oil in the Included Crude Tanks, Products in the Included Product Tanks, using the volumes reported on





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


the  most  recently  available  monthly statements  in  respect  of  such  tanks  (c)  in  respect  of determining the NSV of the linefill in the third party Included Crude Pipelines and third party Included  Product  Pipelines, using  the  procedures set  forth  in  the  storage  or  transportation agreement  underlying the applicable Required Storage and Transportation Arrangement and (d) in respect of the linefill in the PPC-owned Included Crude Pipelines and PPC-owned Included Product Pipelines, such pipelines shall be deemed full, except when crude oil, other feedstocks or products owned by third parties are flowing through such pipelines.


“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.





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


(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.


(l)        For the purposes of this Agreement, any reference to the “first month”
shall be the period from and including the Commencement Date to and including April
30, 2012.  Any reference to the “prior month” means the period from and including the Commencement Date of the Original Agreement (as defined therein) to and including the day immediately preceding the Commencement Date.


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 the Company and, pursuant thereto, the Company 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)       The Company shall have agreed to a form of the Step-Out Inventory Sales
Agreement in form and in substance satisfactory to Aron;


(c)       The  Company,  PPC  and  certain  of  PPC’s  Affiliates  shall  have  duly executed the Storage Facilities Agreement in form and in substance satisfactory to Aron and provided Aron satisfactory documentation that it has secured, for the benefit of Aron, full, unencumbered storage and usage rights of the Crude Storage Tanks and the Product Storage Tanks;


(d)       The Required Storage and Transportation Arrangements shall have been duly executed by the Company’s Affiliates and all third parties thereto and shall have been assigned, modified and/or replaced in a manner satisfactory to Aron so that arrangements  in  form  and  substance  similar  in  all  material  respects  are  in  effect hereunder;


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


(f)       The  Company  shall  have  provided  Aron  with  evidence,  in  a  form satisfactory to Aron, that the Commencement Date Volumes will be sold to Aron free and





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


clear of any Liens under or pursuant to the Term Credit Agreement and the security documents related thereto;


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


(h)       The Company shall have delivered to Aron a certificate signed by Sarah Campbell - Corporate Secretary certifying as to incumbency, due authorization, board approval and resolutions;


(i)        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;


(j)        The Company shall have delivered to Aron a legal opinion from its outside counsel, in form and substance satisfactory to Aron, that the transactions contemplated hereunder do not conflict with the obligations of the Company or PPC under agreements relating to indebtedness for borrowed money or other material agreements to which the Company or PPC is a party;


(k)       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;


(l)        The Refinery or 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;


(m)      If required by Aron, 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;


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


(o)       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;





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


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


(q)       The Company shall have entered into such security agreements and other documents (the “Inventory Lien Documents”) in form and substance satisfactory to Aron, granting Aron a perfected, first priority security interest and lien on all (x) Crude Oil, Products and other hydrocarbon inventory of the Company and (y) proceeds (including accounts  and  cash  proceeds)  thereof  (as  further  defined  in  the  Inventory  Lien Documents); and


(r)       The Company shall have delivered to  Aron an  acknowledgement and agreement, in form and substance reasonable acceptable to Aron, duly executed by PPC, (i) confirming that it is acting solely as a processor under the Tolling Agreement and that it has no ownership interest in any of the Crude Oil, Products and other hydrocarbon inventory being processed at the Refinery or being held at any other third-party locations, except that from time to time it may purchase Product from the Company at the racks for immediate  resale  at  the  point  and  (ii)  agreeing  to  act  in  compliance  with  certain provisions of this Agreement with respect to the custody and handling of Crude Oil and Products.


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  agreed  to  the  form  of  the  Step-Out  Inventory Sales
Agreement in form and in substance satisfactory to the Company; (e)       Aron shall have duly executed the Fee Letter;
(f)       All representations and warranties of Aron contained in the Transaction
Documents shall be true and correct on and as of the Commencement Date;


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


(h)       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





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


(i)        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 June 1, 2012 or such later date as the Parties shall agree (the “Latest Commencement Date”).


(b)       If the Commencement Date has not occurred on or before the Latest Commencement Date, this Agreement shall terminate on the first Business Day following the Latest Commencement Date. In such case, all obligations of the Parties hereunder shall terminate, except for the obligations set forth in Article 2, Article 20, Article 21 and Article 23 and any obligation under the last sentence of this Section 2.3(c); 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)       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





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


Facility shall be added to the appropriate Schedule hereto as an additional Included Crude Tank, Included Product Tank, third party Included Crude Pipeline or third party Included Product Pipeline, as applicable, and such assignment, designation or arrangement shall constitute a Required Storage and Transportation Arrangement hereunder and (b) to the extent requested by Aron, the Parties shall amend the Inventory Sales Agreement and any other applicable Transaction Document to include any inventory transferred to Aron as a result of such assignment, designation or arrangement.


(b)       If, at any time during the Term of this Agreement, the Company restarts or is intending to restart any of its refining and processing units at the portion of the Refinery in Bakersfield, California, the Company shall enter into exclusive negotiations with Aron with respect to the terms upon which the parties may mutually agree to expand the scope of this Agreement to include, as Crude Storage Tanks under this Agreement, any tanks at the Bakersfield Refinery that the Company is not obligated to offer for use to a third party pursuant to an existing agreement as of the date of this Agreement, to provide for the supply of Crude Oil and feedstocks to and the offtake of Products from such refining and processing units in Bakersfield, California.


2.5      UCC Filings.


(a)       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 (i) Aron as owner of all Crude Oil and Products in the Included Locations and (ii) Aron as a secured party with respect to any Crude Oil and Products not located at an Included Location and owned by the Company to perfect Aron’s security interest under the Inventory Lien Documents.  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. accomplish the purposes of this Agreement.


(b)       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 3.2, shall continue for a period starting at 00:00:01 a.m., PST on the Commencement Date and ending at 11:59:59 p.m., PST on May 31, 2016 (the “Term”; the last day of such Term being herein referred to as the “Expiration Date”, except as provided in Section 3.2 below).





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


3.2      Changing the Term. 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 (i) gives the other Party at least six (6) months prior notice of any such election pursuant to Article 26, (ii) concurrently exercises its right (or in the case of the Company, causes ARKS to exercise its rights) to terminate the ARKS Supply and Offtake Agreement and (iii) concurrently exercises its right (or in the case of the Company, causes Alon USA, LP to exercise its rights) to terminate the Big Spring 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 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.


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 fifty thousand (50,000) 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 Crude Storage Tanks.





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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., PST 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





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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, using the applicable trade sheet included in Schedule Q, 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





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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





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respect to ongoing daily coordination with feedstock suppliers, including purchases or sales of Crude Oil or other feedstocks 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, 2016, 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 Delivery 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, PPC and certain of PPC’s Affiliates, in their 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,





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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, PPC and their Affiliates 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.


(e)       To the extent any of the Crude Oil or Products are transported from one Included Location to another Included Location via truck or rail, it is agreed that the full title, custody and risk of loss for such Crude Oil or Products shall pass from Aron to the Company as such material passes the exit flange of the loading facility of the relevant Included Location, remain with the Company or one of its Affiliates at all times while such material is in transit between such Included Locations (whether held in a truck or train or in facilities, pipelines or other connecting hoses used in connection with such transit activities) and pass back to Aron from the Company (or one of its Affiliates) as such material passes the intake flange of the receiving facility of the relevant Included Location.


(f)       With respect to the shipment of any Crude Oil from the terminal operated by Plains West Coast Terminals LLC (the “Hynes Facility”) via the GATX 12” Pipeline (the “BP Pipeline”) for delivery to the PPC 12” Pipeline described on Schedule X, it is agreed that (i) the full title, custody and risk of loss for such Crude Oil shall pass from Aron to the Company as such material passes the exit flange of the Hynes Facility, remain with the Company at all times while such material is in transit in the BP Pipeline and pass back to Aron from the Company as such material passes the intake flange of the PPC 12” Pipeline described on Schedule X.


(g)       Without limiting clauses (e) and (f) above, to the extent the Company wishes to sell any Crude Oil to any third party, the Company acknowledges that it shall not have the authority to agree to such sale without Aron’s prior written consent.


5.7      Contract Documentation, Confirmations and Conditions.





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(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).





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(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, tank transfers, 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.





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(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  12:00  pm  PST  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.





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(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 fifty thousand (50,000) 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) fifty thousand (50,000) 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.





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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





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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, which shall represent that volume (which may be zero or a positive number) for that Product targeted to be in excess of the Baseline Volume for that Product (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.





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(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 for the volume in excess of the Baseline Volume or (ii) the Actual Month End Product Volume is above the maximum of the Operational Volume Range for the volume in excess of the Baseline Volume, 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.


(g)       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;





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(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(c) and 2.2(d) 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





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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, diesel or jet 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, 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.  (a) For each Delivery Date, the Company shall provide to
Aron, by no later than 12:00 p.m., PST on the next Business Day (except (i) in the case of Friday





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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.


(b)       If the Company determines that any meter tickets and/or meter readings and tank gauge readings provided pursuant to clause (a) above are inaccurate, the Company will provide to Aron such corrected meter tickets and/or meter readings and tank gauge readings by no later than 12:00 p.m., PST on the Business Day following the date on which such determination is made.


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      Fees for Included Purchase Transactions. The Purchased Product Barrel Fee shall be applied to each Barrel of Product to be delivered to the Refinery pursuant to an Included Purchase  Transaction.    With  respect  to  each  month,  the  aggregate  monthly  value  of  the Purchased Product Barrel  Fee (the “Aggregate Monthly Purchased Products Fee”) shall be calculated pursuant to Section 10.2 and shall be due and payable from the Company to Aron as specified in Section 10.2.


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





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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 six (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





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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., PST, 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 and Included Crude Tanks at that time, plus the Crude Oil Linefill at that time minus the Baseline Volume for Crude Oil (the “Actual Month End Crude Volume”), which may be positive, negative or zero and (ii) for each Product, the aggregate volume of such Product held in the Product Storage Tanks and Included Product Tanks at that time, plus the Product Linefill for such Product at that time minus the Baseline Volume for such Product (each, an “Actual Month End Product Volume”), which may be positive, negative or zero.  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., PST 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





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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 or Product 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 or Product 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, PPC and/or any of their Affiliates intends to conduct on any of the Crude Storage Tanks or Product Storage 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 (and pursuant to the PPC Acknowledgement and Agreement, PPC and its Affiliates have agreed) that each of them will use its best efforts, consistent with good industry standards and practices, to complete (and to cause any third





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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 using Best Available Inventory Data; provided that if inventory data have not been reported on any day within a 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 that any inventory data it has used in such determination was inaccurate, then Aron may, at its option, adjust future Interim Payments to take account of any corrected inventory data.


The "Interim Payment" shall be an amount equal to the value of the Estimated Daily Net Product Sales based on the applicable daily prices minus the sum of the value of the Estimated Daily Net Crude Sales based on the applicable Daily Prices plus the estimated Ancillary Costs for such day.





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If this is a negative amount, the absolute value will represent an amount payable to Aron and if this is a positive amount, it will represent an amount payable to the Company.


(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 H, showing the quantity of Crude Oil held in Crude Storage Tanks and the quantities of Products held in Product Storage Tanks; and


(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 (A) the total of (x) the aggregate volume of Crude Oil measured at the meter before processing unit 1 at the Refinery, at the end of such day, plus (y) the aggregate volume of Crude Oil measured at the meter before processing unit 2 at the Refinery, at the end of such day, minus (z) the Adjustment Amount, minus (B) the aggregate volume of the Transported Quantities at the end of such day; provided that the Adjustment Amount shall be the most recent amount available;


(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 Facilities 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 Facilities at the beginning of such day; and


(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)       Aron shall advise the Company of the amount of an Interim Payment via invoice issued in accordance with Schedule G. The party obligated to make such Interim Payment shall cause such payment to be made on the applicable Payment Date indicated on Schedule G.


(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





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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.


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, minus


(viii)   the Aggregate Monthly Purchased Products Fee, plus


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


(x)       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.





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(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., March 2012) 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., March 2012) 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    Transaction Fees.


(a)       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 on the Expiration Date or Early Termination Date, as applicable.  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 G.





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(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





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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 of 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 wil l 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





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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 further security for the prompt and complete payment of all amounts due or that may become due hereunder, the Company shall grant the Lien contemplated by, comply with the terms of and maintain in full force and effect the Inventory Lien Documents and assist Aron in maintaining any Uniform Commercial Code financing statements or other filings necessary to preserve Aron’s liens pursuant to the Inventory Lien Documents.


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 (the “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 (j) 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





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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,  assessments 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 or pay 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





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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 and the other Granting Parties 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 and the other Granting Parties’ 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 or any other Granting Party.


15.2    Additional Insurance Requirements.


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





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(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





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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 applicable Included Crude Pipelines, Included Product Pipelines 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 such Included Crude Pipelines, Included Product Pipelines 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.





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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





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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 any of  the  Base  Agreements  or  the  Required  Storage  and  Transportation  Arrangements





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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 System 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.


(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 (and pursuant to the PPC Acknowledgement and Agreement, PPC and the other Granting Parties have agreed) that each of them 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 (collectively, “Liens”) 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.





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(i)        The Company (i) represents and warrants that at the time it becomes a direct or indirect subsidiary of Alon USA Energy Inc. the Company shall be an “unrestricted subsidiary” as defined under the Term Credit Agreement and (ii) covenants and agrees that from and after such time it shall remain an “unrestricted subsidiary” as defined under the Term Credit Agreement.


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 (or, if applicable, any Affiliate of such Party that is party to a Transaction Document) 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 (or, if applicable, any Affiliate of such Party that is party to a Transaction Document) breaches any material representation or material warranty made or repeated or deemed to have been made or repeated by the Party, or any warranty or representation proves to have been incorrect or misleading in any material respect when





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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 either Party or any Affiliate of such Party that is party to any credit support document provided pursuant hereto or in connection herewith, disaffirms, disclaims, repudiates or rejects, in whole or in party, such credit support document or its obligations thereunder; or


(f)       An “Event of Default” with respect to ARKS or Alon USA, LP shall occur under the ARKS Supply and Offtake Agreement or Big Spring Supply and Offtake Agreement respectively;


(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(f);


(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





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(j)        The Company fails to provide Adequate Assurance in accordance with
Section 12.5 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)        An “Event of Default” has occurred under the Term Credit Agreement.


(m)      (i) PPC has defaulted under the Tolling Agreement or (ii) the Tolling
Agreement has been terminated before the Termination Date of this 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





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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 and/or Product 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 “Settlement Amount 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 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.





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(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 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 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).





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(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





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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”.


(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:





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(i)        Any unpaid amounts owed by the Company 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, 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”);





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provided that the Termination Holdback Amount shall not be greater than the Deferred Portion.   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 p.m. PST 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., PST 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.


(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, transfer of title to Crude Oil or Products or to otherwise cooperate in the transition matters described in Section 19.1 unless the Company shall have performed its obligations under the 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.





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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 failure to comply with its obligations under the terminalling, pipeline and lease agreements underlying the Required Storage and Transportation Arrangements, (iv) the Company’s negligence or willful misconduct, (v) any failure by the Company to comply with or observe any Applicable Law, or (vi) 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





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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.





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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.





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


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, assi gn 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.





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


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.





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


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]





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


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/ Simon Collier             Name:             Simon Collier       Title:             Managing Director         






ALON SUPPLY, INC.


By:             /s/ Shai Even          Name:             Shai Even      Title:       Senior Vice President and CFO     
















































































[Signature Page to Alon Supply, Inc. Supply and Offtake Agreement]





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


Schedule A


Products and Product Specifications








Crude: Grades are listed on Schedule P


Gasoline: CARBOB Regular Gasoline, CARBOB Premium Gasoline, Isooctane, Light Straight
Run Gasoline, Reformate, Light Straight Run Naphtha, Heavy Naphtha, Full Range Naphtha


Diesel: EPA Ultra Low Sulfur Diesel, Carb Diesel, Diesel Fuel Oil, Distillate, Naval Distillate
(F76)


Jet: Jet A, Kerosene Distillate, JP-8


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


Catfeed: Vacuum Gas Oil


Propane: Liquefied petroleum gas


Slop: Transmix, Slop Oil, Emulsion Slop, Crude Unit Slop, Heavy Oil Slop, Light Oil Slop





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


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






Schedule B






Table 1: Baseline Volume
 
Pricing Benchmarks







	
				
	

Group
	 
	

Step-In Price
	

Step-Out Price

	







GASOLINE
	





1
Averaging
Mechanism
	Arithmetic average of the 3
Trading Days ending with and including May 25, 29, 30 2012
	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 sum of
(i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and
(ii) (***)
	The sum of
(i) the closing settlement price on the New York Mercantile
Exchange for the first nearby Light
Crude Futures contract and
(ii) (***)

	 
	 
	 
	 

	







JET
	





Averaging
Mechanism
	Arithmetic average of the 3
Trading Days ending with and including May 25, 29, 30 2012
	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.


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.





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




	
				
	

Group
	 
	

Step-In Price
	

Step-Out Price

	 
	





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

	 
	 
	 
	 

	







CATFEED
	





Averaging
Mechanism
	Arithmetic average of the 3
Trading Days ending with and including May 25, 29, 30 2012
	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) (***)
	The sum of
(i) the closing settlement price on the New York Mercantile
Exchange for the first nearby Light
Crude Futures contract and
(ii) (***)

	 
	 
	 
	 

	







CRUDE
	





Averaging
Mechanism
	Arithmetic average of the 3
Trading Days ending with and including May 25, 29, 30 2012
	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) (***)
	The sum of
(i) the closing settlement price on the New York Mercantile
Exchange for the first nearby Light
Crude Futures contract and
(ii) (***)











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




	
				
	

Group
	 
	

Step-In Price
	

Step-Out Price

	 
	 
	 
	 

	







SLOP
	





Averaging
Mechanism
	Arithmetic average of the 3
Trading Days ending with and including May 25, 29, 30 2012
	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) (***)
	The sum of
(i) the closing settlement price on the New York Mercantile
Exchange for the first nearby Light
Crude Futures contract and
(ii) (***)

	 
	 
	 
	 

	







DIESEL
	





Averaging
Mechanism
	Arithmetic average of the 3
Trading Days ending with and including May 25, 29, 30 2012
	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) (***)
	The sum of
(i) the closing settlement price on the New York Mercantile
Exchange for the first nearby Light
Crude Futures contract and
(ii) (***)

	 
	 
	 
	 

	







ASPHALT
	





Averaging
Mechanism
	Arithmetic average of the 3
Trading Days ending with and including May 25, 29, 30 2012
	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
	The sum of
(i) the closing settlement price on the New York Mercantile











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




	
				
	

Group
	 
	

Step-In Price
	

Step-Out Price

	 
	 
	Exchange for the first nearby
Light Crude Futures contract and
(ii) (***)
	Exchange for the first nearby Light
Crude Futures contract and
(ii) (***)

	 
	 
	 
	 

	







PROPANE
	





Averaging
Mechanism
	Arithmetic average of the 3
Trading Days ending with and including May 25, 29, 30 2012
	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) (***)
	The sum of
(i) the closing settlement price on the New York Mercantile
Exchange for the first nearby Light
Crude Futures contract and
(ii) (***)

	 
	 
	 
	 






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





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


Table 2: Volume in excess of Baseline Volume




	
							
	

Group
	 
	

Step-In Price
	

Daily Price
	Short Crude FIFO Price / Short Product FIFO Price
	

Long Crude FIFO Price / Long Product FIFO Price
	

Step-Out Price

	







GASOLINE
	





3
Averaging
Mechanism
	Arithmetic average of the 3
Trading Days ending with and including May 25, 29, 30 2012
	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)

	 
	











Reference4
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) (***), and
(ii) (***)
	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) (***), and
(ii) (***)
	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) (***), and
(ii) (***)
	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) (***), and
(ii) (***)
	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) (***), and
(ii) (***)

	 
	 
	 
	 
	 
	 
	 

	







JET
	





Averaging
Mechanism
	Arithmetic average of the 3
Trading Days ending with and including May 25, 29, 30 2012
	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 Jet 54-
	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
	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
	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
	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-








3 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.
4 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.





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

	 
	 
	Pipeline quotation and
(y) (***), and
(ii) (***)
	blendstocks’ for the Jet
54-Pipeline quotation and
(y) (***), and
(ii) (***)
	blendstocks’ for the Jet 54-
Pipeline quotation and
(y) (***), and
(ii) (***)
	blendstocks’ for the Jet 54-
Pipeline quotation and
(y) (***), and
(ii) (***)
	Pipeline quotation and
(y) (***), and
(ii) (***)

	 
	 
	 
	 
	 
	 
	 

	







CATFEED
	





Averaging
Mechanism
	Arithmetic average of the 3
Trading Days ending with and including May 25, 29, 30 2012
	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)  * Nymex RBOB, (ii) USGC ULSD, and
(iii) (***)


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) (***)


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) (***)


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) (***)


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) (***)


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









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

	 
	 
	 
	 
	 
	 
	 

	







CRUDE
	





Averaging
Mechanism
	Arithmetic average of the 3
Trading Days ending with and including May 25, 29, 30 2012
	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)

	 
	







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) (***)
	

Best estimate for the applicable Procurement Price plus Level Two Fee as defined in the Fee Letter.
	The sum of
(i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light
Crude Futures contract and
(ii) (***)
	Base 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) (***)

	 
	 
	 
	 
	 
	 
	 

	







SLOP
	





Averaging
Mechanism
	Arithmetic average of the 3
Trading Days ending with and including May 25, 29, 30 2012
	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) (***)
	The sum of
(i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract
and
(ii) (***)
	The sum of
(i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light
Crude Futures contract and
(ii) (***)
	The sum of
(i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light
Crude Futures contract and
(ii) (***)
	The sum of
(i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and
(ii) (***)

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	







DIESEL
	





Averaging
Mechanism
	Arithmetic average of the 3
Trading Days ending with and including May 25, 29, 30 2012
	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.









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) 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) (***), and
(ii) (***)
	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) (***), and
(ii) (***)
	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) (***), and
(ii) (***)
	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) (***), and
(ii) (***)
	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) (***), and
(ii) (***)

	 
	 
	 
	 
	 
	 
	 

	





ASPHALT
	



Averaging
Mechanism
	Arithmetic average of the
Trading Days in the month of
March 2012
	The arithmetic average of
the Trading Days in the calendar month, 2 months prior to the Payment Date
	The arithmetic average of
the Trading Days in the calendar month, 2 months prior to the applicable calendar month
	The arithmetic average of
the Trading Days in the calendar month, 2 months prior to the applicable calendar month
	The arithmetic average of
the Trading Days in the calendar month, 2 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 May 25, 29, 30 2012
	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) (***)
	The sum of
(i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and
(ii) (***)
	The sum of
(i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light
Crude Futures contract and
(ii) (***)
	The sum of
(i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light
Crude Futures contract and
(ii) (***)
	The sum of
(i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and
(ii) (***)











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

	 
	 
	 
	 
	 
	 
	 






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


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.


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





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


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.















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


US 2293714v.1
NY2-672959
 
Schedule C-1








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


“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
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





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


“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





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


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.


“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 calendar days (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





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


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:






Group,
 
“B” represents the Actual Month End Product Volume for such month and Product





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






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





“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:






Group,
 
“T” represents the Target Month End Product Volume for such month and Product





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






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








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:





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


“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:






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





“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.







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


“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):





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


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 calendar days (or portions thereof) included in such month.


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.


(***)





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


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 (bbl)
	

Maximum (bbl)
	Aron notification deadline for
Target Month End Volume
	Maximum Allowed Change in Month End Target

	 
	

Baseline Volume
	Volume in excess of Baseline
	Baseline
Volume
	Volume in excess of Baseline
	 
	 

	

Crude
	

(***)
	

0
	

(***)
	

(***)
	Business day following receipt of
Monthly Crude Forecast
	 

	 
	 
	 
	 
	 
	 
	 

	Gasoline (ex Jan & Feb)
	(***)
	0
	(***)
	(***)
	15th of preceeding month
	(***)

	Jan
	(***)
	0
	(***)
	(***)
	 
	*

	Feb
	(***)
	0
	(***)
	(***)
	 
	*

	 
	 
	 
	 
	 
	 
	 

	Jet
	(***)
	0
	(***)
	(***)
	15th of preceeding month
	 

	 
	 
	 
	 
	 
	 
	 

	Diesel
	(***)
	0
	(***)
	(***)
	15th of preceeding month
	(***)

	 
	 
	 
	 
	 
	 
	 

	

Catfeed
	

(***)
	

0
	

(***)
	

(***)
	Business day following receipt of
Monthly Crude Forecast
	

(***)

	 
	 
	 
	 
	 
	 
	 

	Slop
	(***)
	0
	(***)
	(***)
	15th of preceeding month
	 

	 
	 
	 
	 
	 
	 
	 

	

Asphalt
	

(***)
	

0
	

(***)
	

(***)
	Business day following receipt of
Monthly Crude Forecast
	

(***)

	 
	 
	 
	 
	 
	 
	 

	Propane
	(***)
	0
	(***)
	(***)
	15th of preceeding month
	 






*  Maximum Targets take priority over limitation on Decrease from prior Month





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


Stage                  Product Group      Ownership                                              Location                            Tank                                   Typcial Contents                    Safe Fill
 

Report Name                                GSV or NSV



                                                                                                                                                                                                                                                                             Capacity     





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


	
								
	1
	Gasoline
	Alon or Alon affiliate
	Bakersfield
	901
	coker naphtha
	10,282  PPC Daily
	NSV

	1
	Slop
	Alon or Alon affiliate
	Bakersfield
	903
	Slop Oil
	20,562  PPC Daily
	NSV

	1
	VGO
	Alon or Alon affiliate
	Bakersfield
	910
	HC Charge
	10,285  PPC Daily
	NSV

	1
	Gasoline
	Alon or Alon affiliate
	Bakersfield
	3001
	LSR -Gaso.
	3,207  PPC Daily
	NSV

	1
	Gasoline
	Alon or Alon affiliate
	Bakersfield
	3002
	LSR -Gaso.
	3,209  PPC Daily
	NSV

	1
	Gasoline
	Alon or Alon affiliate
	Bakersfield
	11001
	Reformate
	11,282  PPC Daily
	NSV

	1
	Slop
	Alon or Alon affiliate
	Bakersfield
	11004
	Recon.
	11,267  PPC Daily
	NSV

	1
	Gasoline
	Alon or Alon affiliate
	Bakersfield
	11005
	offspec Ref
	11,282  PPC Daily
	NSV

	1
	Slop
	Alon or Alon affiliate
	Bakersfield
	11006
	Recon.
	11,283  PPC Daily
	NSV

	1
	Gasoline
	Alon or Alon affiliate
	Bakersfield
	11009
	offspec Ref
	11,277  PPC Daily
	NSV

	1
	Crude
	Alon or Alon affiliate
	Bakersfield
	11011
	Recon.
	10,885  PPC Daily
	NSV

	1
	VGO
	Alon or Alon affiliate
	Bakersfield
	25001
	Gasoil
	25,296  PPC Daily
	NSV

	1
	VGO
	Alon or Alon affiliate
	Bakersfield
	25002
	Gasoil
	24,494  PPC Daily
	NSV

	1
	Gasoline
	Alon or Alon affiliate
	Bakersfield
	25003
	Gaso. Blending
	25,732  PPC Daily
	NSV

	1
	Gasoline
	Alon or Alon affiliate
	Bakersfield
	35004
	Gaso. Blending
	35,588  PPC Daily
	NSV

	1
	VGO
	Alon or Alon affiliate
	Bakersfield
	80004
	Gasoil
	79,289  PPC Daily
	NSV

	1
	Diesel
	Alon or Alon affiliate
	Bakersfield
	10M18
	Diesel Blending
	10,072  PPC Daily
	NSV

	1
	Diesel
	Alon or Alon affiliate
	Bakersfield
	10M21
	HCU feed Diesel
	10,071  PPC Daily
	NSV

	1
	Diesel
	Alon or Alon affiliate
	Bakersfield
	10M22
	Diesel Blending
	10,073  PPC Daily
	NSV

	1
	Gasoline
	Alon or Alon affiliate
	Bakersfield
	20M03
	CD Hydro Chg
	20,203  PPC Daily
	NSV

	1
	Gasoline
	Alon or Alon affiliate
	Bakersfield
	20M04
	CD Hydro Chg
	20,211  PPC Daily
	NSV

	1
	Slop
	Alon or Alon affiliate
	Bakersfield
	20M05
	Slop
	20,256  PPC Daily
	NSV

	1
	Slop
	Alon or Alon affiliate
	Bakersfield
	20M07
	Slop
	20,293  PPC Daily
	NSV

	1
	Gasoline
	Alon or Alon affiliate
	Bakersfield
	20M50
	Lt. Reformate
	20,902  PPC Daily
	NSV

	1
	Gasoline
	Alon or Alon affiliate
	Bakersfield
	20M51
	Lt. Reformate
	20,922  PPC Daily
	NSV

	1
	Gasoline
	Alon or Alon affiliate
	Bakersfield
	20M52
	Natural gasoline
	22,129  PPC Daily
	NSV

	1
	Gasoline
	Alon or Alon affiliate
	Bakersfield
	20M53
	Mixed Pentanes
	20,065  PPC Daily
	NSV

	1
	Diesel
	Alon or Alon affiliate
	Bakersfield
	24M01
	HCU Diesel
	24,050  PPC Daily
	NSV












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


	
								
	1
	Diesel
	Alon or Alon affiliate
	Bakersfield
	24M02
	HCU Diesel
	24,038  PPC Daily
	NSV

	1
	VGO
	Alon or Alon affiliate
	Bakersfield
	3M01
	HC Chg
	3,000  PPC Daily
	NSV

	1
	VGO
	Alon or Alon affiliate
	Bakersfield
	5M02
	Start-up Oil
	5,019  PPC Daily
	NSV

	1
	VGO
	Alon or Alon affiliate
	Bakersfield
	5M03
	Start-up Oil
	5,031  PPC Daily
	NSV

	1
	Gasoline
	Alon or Alon affiliate
	Bakersfield
	5M50
	Normal Butane (sphere)
	5,104  PPC Daily
	NSV

	1
	Gasoline
	Alon or Alon affiliate
	Bakersfield
	5M51
	Isobutane (sphere)
	5,187  PPC Daily
	NSV

	1
	Gasoline
	Alon or Alon affiliate
	Bakersfield
	67M01
	Heavy Reformate
	66,351  PPC Daily
	NSV

	1
	VGO
	Alon or Alon affiliate
	Bakersfield
	67M04
	HC Chg (off spec)
	66,659  PPC Daily
	NSV

	1
	VGO
	Alon or Alon affiliate
	Bakersfield
	67M05
	HC Chg (sludge to 4')
	66,526  PPC Daily
	NSV

	1
	Propane
	Alon or Alon affiliate
	Bakersfield
	7.5C01
	Propane
	749  PPC Daily
	NSV

	1
	Propane
	Alon or Alon affiliate
	Bakersfield
	7.5C02
	Propane
	747  PPC Daily
	NSV

	1
	Propane
	Alon or Alon affiliate
	Bakersfield
	7.5C03
	Propane
	712  PPC Daily
	NSV

	1
	Propane
	Alon or Alon affiliate
	Bakersfield
	7.5C04
	Propane
	749  PPC Daily
	NSV

	1
	Propane
	Alon or Alon affiliate
	Bakersfield
	7C51
	PP/BB
	717  PPC Daily
	NSV

	1
	Propane
	Alon or Alon affiliate
	Bakersfield
	7C52
	PP/BB
	717  PPC Daily
	NSV

	1
	Propane
	Alon or Alon affiliate
	Bakersfield
	7C53
	PP/BB
	716  PPC Daily
	NSV

	1
	Propane
	Alon or Alon affiliate
	Bakersfield
	7C54
	PP/BB
	686  PPC Daily
	NSV

	1
	Diesel
	Alon or Alon affiliate
	Bakersfield
	B10M18
	Diesel Blending
	10,072  Yield Accounting
	NSV

	1
	Diesel
	Alon or Alon affiliate
	Bakersfield
	B10M21
	HCU feed Diesel
	10,071  Yield Accounting
	NSV

	1
	Diesel
	Alon or Alon affiliate
	Bakersfield
	B10M22
	Diesel Blending
	10,073  Yield Accounting
	NSV

	1
	Gasoline
	Alon or Alon affiliate
	Bakersfield
	B11001
	Reformate
	11,282  Yield Accounting
	NSV

	1
	Slop
	Alon or Alon affiliate
	Bakersfield
	B11004
	Recon.
	11,267  Yield Accounting
	NSV

	1
	Gasoline
	Alon or Alon affiliate
	Bakersfield
	B11005
	offspec Ref
	11,282  Yield Accounting
	NSV

	1
	Slop
	Alon or Alon affiliate
	Bakersfield
	B11006
	Recon.
	11,283  Yield Accounting
	NSV

	1
	Gasoline
	Alon or Alon affiliate
	Bakersfield
	B11009
	offspec Ref
	11,277  Yield Accounting
	NSV

	1
	Crude
	Alon or Alon affiliate
	Bakersfield
	B11011
	Lt. Crude
	10,885  Yield Accounting
	NSV

	1
	Gasoline
	Alon or Alon affiliate
	Bakersfield
	B20M03
	CD Hydro Chg
	20,203  Yield Accounting
	NSV

	1
	Gasoline
	Alon or Alon affiliate
	Bakersfield
	B20M04
	CD Hydro Chg
	20,211  Yield Accounting
	NSV

	1
	Slop
	Alon or Alon affiliate
	Bakersfield
	B20M05
	Slop
	20,256  Yield Accounting
	NSV












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


	
								
	1
	Slop
	Alon or Alon affiliate
	Bakersfield
	B20M07
	Slop
	20,293  Yield Accounting
	NSV

	1
	Gasoline
	Alon or Alon affiliate
	Bakersfield
	B20M50
	Lt. Reformate
	20,902  Yield Accounting
	NSV

	1
	Gasoline
	Alon or Alon affiliate
	Bakersfield
	B20M51
	Lt. Reformate
	20,922  Yield Accounting
	NSV

	1
	Gasoline
	Alon or Alon affiliate
	Bakersfield
	B20M52
	Natural gasoline
	22,129  Yield Accounting
	NSV

	1
	Gasoline
	Alon or Alon affiliate
	Bakersfield
	B20M53
	Mixed Pentanes
	20,065  Yield Accounting
	NSV

	1
	Diesel
	Alon or Alon affiliate
	Bakersfield
	B24M01
	HCU Diesel
	24,050  Yield Accounting
	NSV

	1
	Diesel
	Alon or Alon affiliate
	Bakersfield
	B24M02
	HCU Diesel
	24,038  Yield Accounting
	NSV

	1
	VGO
	Alon or Alon affiliate
	Bakersfield
	B25001
	Gasoil
	25,296  Yield Accounting
	NSV

	1
	VGO
	Alon or Alon affiliate
	Bakersfield
	B25002
	Gasoil
	24,494  Yield Accounting
	NSV

	1
	Gasoline
	Alon or Alon affiliate
	Bakersfield
	B25003
	Gaso. Blending
	25,732  Yield Accounting
	NSV

	1
	Gasoline
	Alon or Alon affiliate
	Bakersfield
	B3001
	LSR -Gaso.
	3,207  Yield Accounting
	NSV

	1
	Gasoline
	Alon or Alon affiliate
	Bakersfield
	B3002
	LSR -Gaso.
	3,209  Yield Accounting
	NSV

	1
	Gasoline
	Alon or Alon affiliate
	Bakersfield
	B35004
	Gaso. Blending
	35,588  Yield Accounting
	NSV

	1
	VGO
	Alon or Alon affiliate
	Bakersfield
	B3M01
	HC Chg
	3,000  Yield Accounting
	NSV

	1
	VGO
	Alon or Alon affiliate
	Bakersfield
	B5M03
	Start-up Oil
	5,031  Yield Accounting
	NSV

	1
	Gasoline
	Alon or Alon affiliate
	Bakersfield
	B5M50
	Normal Butane (sphere)
	5,104  Yield Accounting
	NSV

	1
	Gasoline
	Alon or Alon affiliate
	Bakersfield
	B5M51
	Isobutane (sphere)
	5,187  Yield Accounting
	NSV

	1
	Gasoline
	Alon or Alon affiliate
	Bakersfield
	B67M01
	Heavy Reformate
	66,351  Yield Accounting
	NSV

	1
	VGO
	Alon or Alon affiliate
	Bakersfield
	B67M04
	HC Chg (off spec)
	66,659  Yield Accounting
	NSV

	1
	VGO
	Alon or Alon affiliate
	Bakersfield
	B67M05
	HC Chg (sludge to 4')
	66,526  Yield Accounting
	NSV

	1
	Propane
	Alon or Alon affiliate
	Bakersfield
	B7.5C01
	Propane
	749  Yield Accounting
	NSV

	1
	Propane
	Alon or Alon affiliate
	Bakersfield
	B7.5C02
	Propane
	747  Yield Accounting
	NSV

	1
	Propane
	Alon or Alon affiliate
	Bakersfield
	B7.5C03
	Propane
	712  Yield Accounting
	NSV

	1
	Propane
	Alon or Alon affiliate
	Bakersfield
	B7.5C04
	Propane
	749  Yield Accounting
	NSV

	1
	Propane
	Alon or Alon affiliate
	Bakersfield
	B7C51
	PP/BB
	717  Yield Accounting
	NSV

	1
	Propane
	Alon or Alon affiliate
	Bakersfield
	B7C52
	PP/BB
	717  Yield Accounting
	NSV

	1
	Propane
	Alon or Alon affiliate
	Bakersfield
	B7C53
	PP/BB
	716  Yield Accounting
	NSV

	1
	Propane
	Alon or Alon affiliate
	Bakersfield
	B7C54
	PP/BB
	686  Yield Accounting
	NSV

	1
	VGO
	Alon or Alon affiliate
	Bakersfield
	B80004
	Gasoil
	79,289  Yield Accounting
	NSV

	1
	Gasoline
	Alon or Alon affiliate
	Bakersfield
	B901
	coker naphtha
	10,282  Yield Accounting
	NSV

	1
	Slop
	Alon or Alon affiliate
	Bakersfield
	B903
	Slop Oil
	20,562  Yield Accounting
	NSV

	1
	VGO
	Alon or Alon affiliate
	Bakersfield
	B910
	HC Charge
	10,285  Yield Accounting
	NSV












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


	
								
	1
	Crude
	Third Party
	Kinder Morgan
	178013
	Crude
	175,000  KM Daily
	NSV

	1
	Crude
	Third Party
	Kinder Morgan
	178014
	Crude
	175,000  KM Daily
	NSV

	1
	VGO
	Third Party
	Kinder Morgan
	178015
	VGO
	175,000  KM Daily
	NSV

	1
	Gasoline
	Third Party
	Kinder Morgan
	TK CRS-CBOB85
	Regular
	30,000  KM Daily
	NSV

	1
	Gasoline
	Third Party
	Kinder Morgan
	TK CRS-CBOB89
	Premium
	10,000  KM Daily
	NSV

	1
	VGO
	Alon or Alon affiliate
	Lakewood
	55001
	GAS OIL
	46,377  PPC Daily
	NSV

	1
	VGO
	Alon or Alon affiliate
	Lakewood
	55002
	GAS OIL
	48,333  PPC Daily
	NSV

	1
	VGO
	Alon or Alon affiliate
	Lakewood
	55B1
	GAS OIL
	46,377  Yield Accounting
	NSV

	1
	VGO
	Alon or Alon affiliate
	Lakewood
	55B2
	GAS OIL
	48,333  Yield Accounting
	NSV

	1
	VGO
	Alon or Alon affiliate
	Long Beach
	2202
	HVGO
	2,000  PPC Daily
	NSV

	1
	VGO
	Alon or Alon affiliate
	Long Beach
	5002
	FRGO
	4,776  PPC Daily
	NSV

	1
	Gasoline
	Alon or Alon affiliate
	Long Beach
	12005
	Naphtha
	10,969  PPC Daily
	NSV






Stage                  Product Group      Ownership                                              Location                            Tank                                   Typcial Contents                    Safe Fill
 

Report Name                                GSV or NSV



                                                                                                                                                                                                                                                                             Capacity     





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


	
								
	1
	Gasoline
	Alon or Alon affiliate
	Long Beach
	12006
	Naphtha
	10,969  PPC Daily
	NSV

	1
	Gasoline
	Alon or Alon affiliate
	Long Beach
	12007
	Naphtha
	10,969  PPC Daily
	NSV

	1
	Diesel
	Alon or Alon affiliate
	Long Beach
	12008
	Diesel
	10,969  PPC Daily
	NSV

	1
	Diesel
	Alon or Alon affiliate
	Long Beach
	12010
	Diesel
	10,969  PPC Daily
	NSV

	1
	Jet
	Alon or Alon affiliate
	Long Beach
	12011
	Kerosene
	11,142  PPC Daily
	NSV

	1
	Jet
	Alon or Alon affiliate
	Long Beach
	12012
	Kerosene
	11,142  PPC Daily
	NSV

	1
	Crude
	Alon or Alon affiliate
	Long Beach
	30003
	Crude
	27,422  PPC Daily
	NSV

	1
	Crude
	Alon or Alon affiliate
	Long Beach
	30004
	Crude
	27,386  PPC Daily
	NSV

	1
	Crude
	Alon or Alon affiliate
	Long Beach
	30006
	Crude
	27,234  PPC Daily
	NSV

	1
	Crude
	Alon or Alon affiliate
	Long Beach
	30007
	Crude
	27,229  PPC Daily
	NSV

	1
	Gasoline
	Alon or Alon affiliate
	Long Beach
	E12005
	Naphtha
	10,969  Yield Accounting
	NSV

	1
	Gasoline
	Alon or Alon affiliate
	Long Beach
	E12006
	Naphtha
	10,969  Yield Accounting
	NSV

	1
	Gasoline
	Alon or Alon affiliate
	Long Beach
	E12007
	Naphtha
	10,969  Yield Accounting
	NSV

	1
	Diesel
	Alon or Alon affiliate
	Long Beach
	E12008
	Diesel
	10,969  Yield Accounting
	NSV

	1
	Diesel
	Alon or Alon affiliate
	Long Beach
	E12010
	Diesel
	10,969  Yield Accounting
	NSV

	1
	Jet
	Alon or Alon affiliate
	Long Beach
	E12011
	Kerosene
	11,142  Yield Accounting
	NSV

	1
	Jet
	Alon or Alon affiliate
	Long Beach
	E12012
	Kerosene
	11,142  Yield Accounting
	NSV

	1
	VGO
	Alon or Alon affiliate
	Long Beach
	E2202
	HVGO
	2,000  Yield Accounting
	NSV

	1
	Crude
	Alon or Alon affiliate
	Long Beach
	E30003
	Crude
	27,422  Yield Accounting
	NSV

	1
	Crude
	Alon or Alon affiliate
	Long Beach
	E30004
	Crude
	27,386  Yield Accounting
	NSV

	1
	Crude
	Alon or Alon affiliate
	Long Beach
	E30006
	Crude
	27,234  Yield Accounting
	NSV

	1
	Crude
	Alon or Alon affiliate
	Long Beach
	E30007
	Crude
	27,229  Yield Accounting
	NSV

	1
	VGO
	Alon or Alon affiliate
	Long Beach
	E5002
	FRGO
	4,776  Yield Accounting
	NSV

	1
	Asphalt
	Alon or Alon affiliate
	Paramount
	509
	Blend
	422  PPC Daily
	NSV

	1
	Gasoline
	Alon or Alon affiliate
	Paramount
	709
	PENTANE
	638  PPC Daily
	NSV

	1
	Gasoline
	Alon or Alon affiliate
	Paramount
	710
	PENTANE
	639  PPC Daily
	NSV

	1
	Asphalt
	Alon or Alon affiliate
	Paramount
	777
	DK
	706  PPC Daily
	NSV

	1
	Fuel Oil
	Alon or Alon affiliate
	Paramount
	5001
	FUEL OIL
	4,635  PPC Daily
	NSV

	1
	Slop
	Alon or Alon affiliate
	Paramount
	5501
	SLOP
	4,000  PPC Daily
	NSV

	1
	Jet
	Alon or Alon affiliate
	Paramount
	6001
	UNT KD
	5,217  PPC Daily
	NSV

	1
	Jet
	Alon or Alon affiliate
	Paramount
	6002
	UNT KD
	5,233  PPC Daily
	NSV

	1
	Crude
	Alon or Alon affiliate
	Paramount
	80002
	Crude
	67,979  PPC Daily
	NSV

	1
	Crude
	Alon or Alon affiliate
	Paramount
	80003
	Crude
	71,813  PPC Daily
	NSV

	1
	Asphalt
	Alon or Alon affiliate
	Paramount
	100001
	PG 64-16
	94,689  PPC Daily
	NSV












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


	
								
	1
	Asphalt
	Alon or Alon affiliate
	Paramount
	100002
	PG 70-10
	98,863  PPC Daily
	NSV

	1
	Asphalt
	Alon or Alon affiliate
	Paramount
	10003
	MAC-15TR
	8,723  PPC Daily
	NSV

	1
	Asphalt
	Alon or Alon affiliate
	Paramount
	10004
	PG 70-10
	9,369  PPC Daily
	NSV

	1
	Gasoline
	Alon or Alon affiliate
	Paramount
	10005
	SWEET FD.
	7,599  PPC Daily
	NSV

	1
	Diesel
	Alon or Alon affiliate
	Paramount
	10006
	UNT DSL
	9,174  PPC Daily
	NSV

	1
	Diesel
	Alon or Alon affiliate
	Paramount
	10007
	UNT DSL
	9,170  PPC Daily
	NSV

	1
	Diesel
	Alon or Alon affiliate
	Paramount
	10008
	EPA DSL
	9,694  PPC Daily
	NSV

	1
	Asphalt
	Alon or Alon affiliate
	Paramount
	1012
	PG 76-22
	876  PPC Daily
	NSV

	1
	Asphalt
	Alon or Alon affiliate
	Paramount
	1013
	PMA
	938  PPC Daily
	NSV

	1
	Asphalt
	Alon or Alon affiliate
	Paramount
	1014
	SC-800
	938  PPC Daily
	NSV

	1
	Slop
	Alon or Alon affiliate
	Paramount
	1015
	SLOP
	928  PPC Daily
	NSV

	1
	Asphalt
	Alon or Alon affiliate
	Paramount
	1019
	TRMAC
	932  PPC Daily
	NSV

	1
	Asphalt
	Alon or Alon affiliate
	Paramount
	1022
	EBS
	900  PPC Daily
	NSV

	1
	Asphalt
	Alon or Alon affiliate
	Paramount
	1028
	Cookoff
	800  PPC Daily
	NSV

	1
	Propane
	Alon or Alon affiliate
	Paramount
	1201
	LPG
	1,134  PPC Daily
	NSV

	1
	Propane
	Alon or Alon affiliate
	Paramount
	1202
	LPG
	1,135  PPC Daily
	NSV

	1
	Propane
	Alon or Alon affiliate
	Paramount
	1203
	LPG
	1,135  PPC Daily
	NSV

	1
	crude
	Alon or Alon affiliate
	Paramount
	125001
	Crude
	112,311  PPC Daily
	NSV

	1
	crude
	Alon or Alon affiliate
	Paramount
	125002
	Crude
	104,561  PPC Daily
	NSV

	1
	Jet
	Alon or Alon affiliate
	Paramount
	12501
	JET A
	11,456  PPC Daily
	NSV

	1
	Jet
	Alon or Alon affiliate
	Paramount
	12502
	JET A
	11,461  PPC Daily
	NSV

	1
	VGO
	Alon or Alon affiliate
	Paramount
	150001
	GAS OIL
	149,601  PPC Daily
	NSV

	1
	Asphalt
	Alon or Alon affiliate
	Paramount
	150002
	ORIENTE FLUX
	124,962  PPC Daily
	NSV

	1
	Asphalt
	Alon or Alon affiliate
	Paramount
	20001
	PG 64-16
	17,324  PPC Daily
	NSV

	1
	Asphalt
	Alon or Alon affiliate
	Paramount
	20002
	PG 64-16
	17,324  PPC Daily
	NSV

	1
	Gasoline
	Alon or Alon affiliate
	Paramount
	20003
	ISO OCTANE
	16,650  PPC Daily
	NSV

	1
	Diesel
	Alon or Alon affiliate
	Paramount
	20004
	UNT DSL
	16,635  PPC Daily
	NSV

	1
	Jet
	Alon or Alon affiliate
	Paramount
	20005
	JP-8
	19,075  PPC Daily
	NSV

	1
	Slop
	Alon or Alon affiliate
	Paramount
	2014
	SLOP
	1,701  PPC Daily
	NSV

	1
	Asphalt
	Alon or Alon affiliate
	Paramount
	2044
	748/752
	1,737  PPC Daily
	NSV

	1
	Asphalt
	Alon or Alon affiliate
	Paramount
	2046
	748/752
	1,737  PPC Daily
	NSV

	1
	Asphalt
	Alon or Alon affiliate
	Paramount
	2047
	748/752
	1,737  PPC Daily
	NSV

	1
	Asphalt
	Alon or Alon affiliate
	Paramount
	2048
	PG 76-22TR
	1,750  PPC Daily
	NSV

	1
	Asphalt
	Alon or Alon affiliate
	Paramount
	2049
	TRMAC-CA
	1,750  PPC Daily
	NSV












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


	
								
	1
	Gasoline
	Alon or Alon affiliate
	Paramount
	25001
	REFORMATE
	21,257  PPC Daily
	NSV

	1
	Gasoline
	Alon or Alon affiliate
	Paramount
	25002
	LSR
	22,804  PPC Daily
	NSV

	1
	Gasoline
	Alon or Alon affiliate
	Paramount
	25005
	CARBOB
	21,552  PPC Daily
	NSV

	1
	Gasoline
	Alon or Alon affiliate
	Paramount
	25006
	LSR
	21,555  PPC Daily
	NSV

	1
	Diesel
	Alon or Alon affiliate
	Paramount
	25007
	EPA DSL
	22,711  PPC Daily
	NSV

	1
	Jet
	Alon or Alon affiliate
	Paramount
	25009
	UNT KD
	22,536  PPC Daily
	NSV

	1
	Asphalt
	Alon or Alon affiliate
	Paramount
	35001
	708
	34,439  PPC Daily
	NSV

	1
	Asphalt
	Alon or Alon affiliate
	Paramount
	3501
	SLOP
	3,319  PPC Daily
	NSV

	1
	Gasoline
	Alon or Alon affiliate
	Paramount
	50001
	CARBOB
	44,724  PPC Daily
	NSV

	1
	Diesel
	Alon or Alon affiliate
	Paramount
	50002
	EPA DSL
	44,715  PPC Daily
	NSV

	1
	Diesel
	Alon or Alon affiliate
	Paramount
	50003
	EPA DSL
	51,535  PPC Daily
	NSV

	1
	Gasoline
	Alon or Alon affiliate
	Paramount
	50004
	REFORMATE
	47,988  PPC Daily
	NSV

	1
	Asphalt
	Alon or Alon affiliate
	Paramount
	50006
	EBS
	41,254  PPC Daily
	NSV

	1
	VGO
	Alon or Alon affiliate
	Paramount
	50008
	GAS OIL
	45,366  PPC Daily
	NSV

	1
	Fuel Oil/Asphalt
	Alon or Alon affiliate
	Paramount
	5002
	FUEL OIL/Asphalt
	4,635  PPC Daily
	NSV

	1
	Asphalt
	Alon or Alon affiliate
	Paramount
	5003
	PG 64-28TR
	4,606  PPC Daily
	NSV

	1
	Asphalt
	Alon or Alon affiliate
	Paramount
	5004
	ORIENTE FLUX
	4,091  PPC Daily
	NSV

	1
	Asphalt
	Alon or Alon affiliate
	Paramount
	5005
	TRMAC
	4,426  PPC Daily
	NSV

	1
	Asphalt
	Alon or Alon affiliate
	Paramount
	5007
	EBS
	4,588  PPC Daily
	NSV

	1
	Asphalt
	Alon or Alon affiliate
	Paramount
	509
	Blend
	422  Yield Accounting
	NSV

	1
	Asphalt
	Alon or Alon affiliate
	Paramount
	777
	DK
	706  Yield Accounting
	NSV

	1
	Asphalt
	Alon or Alon affiliate
	Paramount
	1012
	PG 76-22
	876  Yield Accounting
	NSV

	1
	Asphalt
	Alon or Alon affiliate
	Paramount
	1013
	PMA
	938  Yield Accounting
	NSV

	1
	Asphalt
	Alon or Alon affiliate
	Paramount
	1014
	SC-800
	938  Yield Accounting
	NSV

	1
	Slop
	Alon or Alon affiliate
	Paramount
	1015
	SLOP
	928  Yield Accounting
	NSV

	1
	Asphalt
	Alon or Alon affiliate
	Paramount
	1019
	TRMAC
	932  Yield Accounting
	NSV

	1
	Asphalt
	Alon or Alon affiliate
	Paramount
	1022
	EBS
	900  Yield Accounting
	NSV

	1
	Asphalt
	Alon or Alon affiliate
	Paramount
	1028
	Cookoff
	800  Yield Accounting
	NSV

	1
	Propane
	Alon or Alon affiliate
	Paramount
	1201
	LPG
	1,134  Yield Accounting
	NSV

	1
	Propane
	Alon or Alon affiliate
	Paramount
	1202
	LPG
	1,135  Yield Accounting
	NSV

	1
	Propane
	Alon or Alon affiliate
	Paramount
	1203
	LPG
	1,135  Yield Accounting
	NSV

	1
	Slop
	Alon or Alon affiliate
	Paramount
	2014
	SLOP
	1,701  Yield Accounting
	NSV

	1
	Asphalt
	Alon or Alon affiliate
	Paramount
	2044
	748/752
	1,737  Yield Accounting
	NSV






Stage                  Product Group      Ownership                                              Location                            Tank                                   Typcial Contents                    Safe Fill








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


 

Report Name                                GSV or NSV



                                                                                                                                                                                                                                                                             Capacity     
1                          Asphalt                    Alon or Alon affiliate                             Paramount                        2046                                   748/752                                            1,737  Yield Accounting                                   NSV
1                          Asphalt                    Alon or Alon affiliate                             Paramount                        2047                                   748/752                                            1,737  Yield Accounting                                   NSV
1                          Asphalt                    Alon or Alon affiliate                             Paramount                        2048                                   PG 76-22TR                                      1,750  Yield Accounting                                   NSV
1                          Asphalt                    Alon or Alon affiliate                             Paramount                        2049                                   TRMAC-CA                                       1,750  Yield Accounting                                   NSV
1                          Asphalt                    Alon or Alon affiliate                             Paramount                        3501                                   SLOP                                                  3,319  Yield Accounting                                   NSV
1                          Fuel Oil                    Alon or Alon affiliate                             Paramount                        5001                                   FUEL OIL                                           4,635  Yield Accounting                                   NSV
1                          Fuel Oil/Asphalt    Alon or Alon affiliate                             Paramount                        5002                                   FUEL OIL/Asphalt                            4,635  Yield Accounting                                   NSV
1                          Asphalt                    Alon or Alon affiliate                             Paramount                        5003                                   PG 64-28TR                                      4,606  Yield Accounting                                   NSV
1                          Asphalt                    Alon or Alon affiliate                             Paramount                        5004                                   ORIENTE FLUX                                 4,091  Yield Accounting                                   NSV
1                          Asphalt                    Alon or Alon affiliate                             Paramount                        5005                                   TRMAC                                              4,426  Yield Accounting                                   NSV
1                          Asphalt                    Alon or Alon affiliate                             Paramount                        5007                                   EBS                                                    4,588  Yield Accounting                                   NSV
1                          Slop                          Alon or Alon affiliate                             Paramount                        5501                                   SLOP                                                  4,000  Yield Accounting                                   NSV
1                          Jet                            Alon or Alon affiliate                             Paramount                        6001                                   UNT KD                                             5,217  Yield Accounting                                   NSV
1                          Jet                            Alon or Alon affiliate                             Paramount                        6002                                   UNT KD                                             5,233  Yield Accounting                                   NSV
1                          Asphalt                    Alon or Alon affiliate                             Paramount                         10B3                                 MAC-15TR                                        8,723  Yield Accounting                                   NSV
1                          Asphalt                    Alon or Alon affiliate                             Paramount                         10B4                                 PG 70-10                                           9,369  Yield Accounting                                   NSV
1                          Gasoline                  Alon or Alon affiliate                             Paramount                         10B5                                 SWEET FD.                                        7,599  Yield Accounting                                   NSV
1                          Diesel                      Alon or Alon affiliate                             Paramount                         10B6                                 UNT DSL                                            9,174  Yield Accounting                                   NSV
1                          Diesel                      Alon or Alon affiliate                             Paramount                         10B7                                 UNT DSL                                            9,170  Yield Accounting                                   NSV
1                          Diesel                      Alon or Alon affiliate                             Paramount                         10B8                                 EPA DSL                                            9,694  Yield Accounting                                   NSV
1                          Asphalt                    Alon or Alon affiliate                             Paramount                         10C1                                 PG 64-16                                         94,689  Yield Accounting                                   NSV
1                          Asphalt                    Alon or Alon affiliate                             Paramount                         10C2                                 PG 70-10                                         98,863  Yield Accounting                                   NSV
1                          Jet                            Alon or Alon affiliate                             Paramount                         12B1                                 JET A                                                11,456  Yield Accounting                                   NSV
1                          Jet                            Alon or Alon affiliate                             Paramount                         12B2                                 JET A                                                11,461  Yield Accounting                                   NSV
1                          crude                       Alon or Alon affiliate                             Paramount                         12D1                                 Crude                                            112,311  Yield Accounting                                   NSV
1                          crude                       Alon or Alon affiliate                             Paramount                         12D2                                 Crude                                            104,561  Yield Accounting                                   NSV
1                          VGO                         Alon or Alon affiliate                             Paramount                         15C1                                 GAS OIL                                        149,601  Yield Accounting                                   NSV
1                          Asphalt                    Alon or Alon affiliate                             Paramount                         15C2                                 ORIENTE FLUX                             124,962  Yield Accounting                                   NSV
1                          Asphalt                    Alon or Alon affiliate                             Paramount                         20B1                                 PG 64-16                                         17,324  Yield Accounting                                   NSV
1                          Asphalt                    Alon or Alon affiliate                             Paramount                         20B2                                 PG 64-16                                         17,324  Yield Accounting                                   NSV
1                          Gasoline                  Alon or Alon affiliate                             Paramount                         20B3                                 ISO OCTANE                                   16,650  Yield Accounting                                   NSV
1                          Diesel                      Alon or Alon affiliate                             Paramount                         20B4                                 UNT DSL                                         16,635  Yield Accounting                                   NSV
1                          Jet                            Alon or Alon affiliate                             Paramount                         20B5                                 JP-8                                                 19,075  Yield Accounting                                   NSV
1                          Gasoline                  Alon or Alon affiliate                             Paramount                         25B1                                 REFORMATE                                  21,257  Yield Accounting                                   NSV
1                          Gasoline                  Alon or Alon affiliate                             Paramount                         25B2                                 LSR                                                   22,804  Yield Accounting                                   NSV
1                          Gasoline                  Alon or Alon affiliate                             Paramount                         25B5                                 CARBOB                                          21,552  Yield Accounting                                   NSV
1                          Gasoline                  Alon or Alon affiliate                             Paramount                         25B6                                 LSR                                                   21,555  Yield Accounting                                   NSV
1                          Diesel                      Alon or Alon affiliate                             Paramount                         25B7                                 EPA DSL                                          22,711  Yield Accounting                                   NSV
1                          Jet                            Alon or Alon affiliate                             Paramount                         25B9                                 UNT KD                                           22,536  Yield Accounting                                   NSV
1                          Asphalt                    Alon or Alon affiliate                             Paramount                         35B1                                 708                                                  34,439  Yield Accounting                                   NSV
1                          Gasoline                  Alon or Alon affiliate                             Paramount                         50B1                                 CARBOB                                          44,724  Yield Accounting                                   NSV
1                          Diesel                      Alon or Alon affiliate                             Paramount                         50B2                                 EPA DSL                                          44,715  Yield Accounting                                   NSV
1                          Diesel                      Alon or Alon affiliate                             Paramount                         50B3                                 EPA DSL                                          51,535  Yield Accounting                                   NSV
1                          Gasoline                  Alon or Alon affiliate                             Paramount                         50B4                                 REFORMATE                                  47,988  Yield Accounting                                   NSV
1                          Asphalt                    Alon or Alon affiliate                             Paramount                         50B6                                 EBS                                                  41,254  Yield Accounting                                   NSV
1                          VGO                         Alon or Alon affiliate                             Paramount                         50B8                                 GAS OIL                                           45,366  Yield Accounting                                   NSV
1                          Crude                      Alon or Alon affiliate                             Paramount                         80B2                                 Crude                                              67,979  Yield Accounting                                   NSV
1                          Crude                      Alon or Alon affiliate                             Paramount                         80B3                                 Crude                                              71,813  Yield Accounting                                   NSV
1                          Gasoline                  Alon or Alon affiliate                             Paramount                         D709                                 PENTANE                                             638  Yield Accounting                                   NSV
1                          Gasoline                  Alon or Alon affiliate                             Paramount                         D710                                 PENTANE                                             639  Yield Accounting                                   NSV
1                          Crude                      Alon or Alon affiliate                             PPC Pipeline                     LINE 15                              CRUDE                                                    22   PPC Daily                                                NSV
1                          VGO                         Alon or Alon affiliate                             PPC Pipeline                     MIDDLE 4                          GAS OIL                                                114  PPC Daily                                                NSV
1                          Crude                      Alon or Alon affiliate                             PPC Pipeline                     Line 3B                               CRUDE                                                  148  PPC Daily                                                NSV
1                          Crude                      Alon or Alon affiliate                             PPC Pipeline                     Cenco line Up                   CRUDE                                                  633  PPC Daily                                                NSV
1                          VGO                         Alon or Alon affiliate                             PPC Pipeline                     Line 959                             GAS OIL                                                750  PPC Daily                                                NSV
1                          Diesel                      Alon or Alon affiliate                             PPC Pipeline                     LINE 35                              DIESEL                                               1,207  PPC Daily                                                NSV
1                          Diesel                      Alon or Alon affiliate                             PPC Pipeline                     LS 66                                  DIESEL                                               1,300  PPC Daily                                                NSV
1                          Diesel                      Alon or Alon affiliate                             PPC Pipeline                     LINE 145                            DIESEL                                               1,988  PPC Daily                                                NSV
1                          Crude                      Alon or Alon affiliate                             PPC Pipeline                     Cenco Line Md                 CRUDE                                               2,404  PPC Daily                                                NSV
1                          VGO                         Alon or Alon affiliate                             PPC Pipeline                     Line 160                             GAS OIL                                             2,526  PPC Daily                                                NSV
1                          Crude                      Alon or Alon affiliate                             PPC Pipeline                     KM Black                           CRUDE                                               2,963  PPC Daily                                                NSV
1                          Crude                      Alon or Alon affiliate                             PPC Pipeline                     12" Crude Line                 CRUDE                                               3,083  PPC Daily                                                NSV
1                          Crude                      Alon or Alon affiliate                             PPC Pipeline                      LINE15                              CRUDE                                                    22   Yield Accounting                                   NSV





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


1                          VGO                         Alon or Alon affiliate                             PPC Pipeline                      MIDDLE4                          GAS OIL                                                114  Yield Accounting                                   NSV
1                          Crude                      Alon or Alon affiliate                             PPC Pipeline                      L3B                                    CRUDE                                                  148  Yield Accounting                                   NSV
1                          Crude                      Alon or Alon affiliate                             PPC Pipeline                      LINE3                                CRUDE                                                  633  Yield Accounting                                   NSV
1                          VGO                         Alon or Alon affiliate                             PPC Pipeline                      VAL959                             GAS OIL                                                750  Yield Accounting                                   NSV
1                          Diesel                      Alon or Alon affiliate                             PPC Pipeline                      LINE35                              DIESEL                                               1,207  Yield Accounting                                   NSV
1                          Crude                      Alon or Alon affiliate                             PPC Pipeline                      LINE4                                CRUDE                                               2,404  Yield Accounting                                   NSV
1                          VGO                         Alon or Alon affiliate                             PPC Pipeline                      LINE160                            GAS OIL                                             2,526  Yield Accounting                                   NSV
1                          Crude                      Alon or Alon affiliate                             PPC Pipeline                      KMBOS                             CRUDE                                               2,963  Yield Accounting                                   NSV
1                          Crude                      Alon or Alon affiliate                             PPC Pipeline                      PPCCRU                            CRUDE                                               3,083  Yield Accounting                                   NSV
1                          Diesel                      Alon or Alon affiliate                             PPC Pipeline                      LINE145                            DIESEL                                               3,288  Yield Accounting
(includes LS 66 volume too)
 
NSV



2                          VGO                         Alon or Alon affiliate (Shell lease)      Bakersfield                        10013                                UCO                                                 10,266  PPC Daily                                                NSV
2                          VGO                         Alon or Alon affiliate (Shell lease)      Bakersfield                        10014                                HVGO                                              10,265  PPC Daily                                                NSV
2                          Gasoline                  Alon or Alon affiliate (Shell lease)      Bakersfield                        20003                                Alkylate / Iso-Octane                   20,249  PPC Daily                                                NSV
2                          Gasoline                  Alon or Alon affiliate (Shell lease)      Bakersfield                        35002                                Hvy Naph - HUX                            37,624  PPC Daily                                                NSV
2                          Gasoline                  Alon or Alon affiliate (Shell lease)      Bakersfield                        35003                                Prem. Gaso.                                   37,651  PPC Daily                                                NSV
2                          VGO                         Alon or Alon affiliate (Shell lease)      Bakersfield                        55005                                Gasoil                                              56,532  PPC Daily                                                NSV
2                          VGO                         Alon or Alon affiliate (Shell lease)      Bakersfield                        55006                                Gasoil                                              56,539  PPC Daily                                                NSV
2                          Diesel                      Alon or Alon affiliate (Shell lease)      Bakersfield                        80005                                CARB Diesel                                   80,762  PPC Daily                                                NSV
2                          Gasoline                  Alon or Alon affiliate (Shell lease)      Bakersfield                        80006                                PUL Sales                                        80,956  PPC Daily                                                NSV
2                          Gasoline                  Alon or Alon affiliate (Shell lease)      Bakersfield                        80007                                Sales (Gaso.)                                  80,956  PPC Daily                                                NSV
2                          Gasoline                  Alon or Alon affiliate (Shell lease)      Bakersfield                        80008                                Sales (Gaso.)                                  80,851  PPC Daily                                                NSV
2                          VGO                         Alon or Alon affiliate                             Bakersfield                         B10013                             UCO                                                 10,266  Yield Accounting                                   NSV
2                          VGO                         Alon or Alon affiliate                             Bakersfield                         B10014                             HVGO                                              10,265  Yield Accounting                                   NSV
2                          Gasoline                  Alon or Alon affiliate                             Bakersfield                         B20003                             Alkylate / Iso-Octane                   20,249  Yield Accounting                                   NSV
2                          Gasoline                  Alon or Alon affiliate                             Bakersfield                         B35002                             Hvy Naph - HUX                            37,624  Yield Accounting                                   NSV
2                          Gasoline                  Alon or Alon affiliate                             Bakersfield                         B35003                             Prem. Gaso.                                   37,651  Yield Accounting                                   NSV
2                          VGO                         Alon or Alon affiliate                             Bakersfield                         B55005                             Gasoil                                              56,532  Yield Accounting                                   NSV
2                          VGO                         Alon or Alon affiliate                             Bakersfield                         B55006                             Gasoil                                              56,539  Yield Accounting                                   NSV
2                          VGO                         Alon or Alon affiliate                             Bakersfield                         B5M02                             Start-up Oil                                       5,019  Yield Accounting                                   NSV
2                          Diesel                      Alon or Alon affiliate                             Bakersfield                         B80005                             CARB Diesel                                   80,762  Yield Accounting                                   NSV
2                          Gasoline                  Alon or Alon affiliate                             Bakersfield                         B80006                             PUL Sales                                        80,956  Yield Accounting                                   NSV
2                          Gasoline                  Alon or Alon affiliate                             Bakersfield                         B80007                             Sales (Gaso.)                                  80,956  Yield Accounting                                   NSV
2                          Gasoline                  Alon or Alon affiliate                             Bakersfield                         B80008                             Sales (Gaso.)                                  80,851  Yield Accounting                                   NSV
2                          Crude                      Third Party                                              Crimson Line                    Crimson                             CRUDE                                            25,000  Crimson Monthy                                  NSV
2                          Jet                            Alon or Alon affiliate                             Long Beach                       5004                                   Kerosene                                          5,002  PPC Daily                                                NSV
2                          Diesel                      Alon or Alon affiliate                             Long Beach                       12009                                Diesel                                              10,969  PPC Daily                                                NSV
2                          VGO                         Alon or Alon affiliate                             Long Beach                       30008                                FRGO                                               27,284  PPC Daily                                                NSV





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


Stage                  Product Group      Ownership                                              Location                            Tank                                   Typcial Contents                    Safe Fill
 

Report Name                                GSV or NSV



                                                                                                                                                                                                                                                                             Capacity     





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


	
								
	2
	Diesel
	Alon or Alon affiliate
	Long Beach
	E12009
	Diesel
	10,969  Yield Accounting
	NSV

	2
	VGO
	Alon or Alon affiliate
	Long Beach
	E30008
	FRGO
	27,284  Yield Accounting
	NSV

	2
	Jet
	Alon or Alon affiliate
	Long Beach
	E5004
	Kerosene
	5,002  Yield Accounting
	NSV

	2
	Slop
	Alon or Alon affiliate
	Paramount
	3001
	SLOP
	2,041  PPC Daily
	NSV

	2
	Gasoline
	Alon or Alon affiliate
	Paramount
	25003
	HSR
	21,257  PPC Daily
	NSV

	2
	Gasoline
	Alon or Alon affiliate
	Paramount
	25004
	HSR
	22,560  PPC Daily
	NSV

	2
	Slop
	Alon or Alon affiliate
	Paramount
	3001
	SLOP
	2,041  Yield Accounting
	NSV

	2
	Gasoline
	Alon or Alon affiliate
	Paramount
	25B3
	HSR
	21,257  Yield Accounting
	NSV

	2
	Gasoline
	Alon or Alon affiliate
	Paramount
	25B4
	HSR
	22,560  Yield Accounting
	NSV

	2
	Crude
	Third Party
	Plains Pipeline
	L63
	Crude
	N/A  Plains Monthly
	GSV

	2
	Crude
	Third Party
	Plains Pipeline
	L93
	Crude
	N/A  Plains Monthly
	GSV

	2
	Crude
	Third Party
	Plains Pipeline
	L48
	Crude
	N/A  Plains Monthly
	GSV

	2
	Crude
	Third Party
	Plains Private Carrier
	Plains Private Carrier
	Crude
	N/A  Plains Monthly
	GSV

	2
	Crude
	Alon or Alon affiliate
	PPC Pipeline
	LINE 3 LS
	CRUDE
	142  PPC Daily
	NSV

	2
	VGO
	Alon or Alon affiliate
	PPC Pipeline
	GX 210
	GAS OIL
	188  PPC Daily
	NSV

	2
	VGO
	Alon or Alon affiliate
	PPC Pipeline
	CHV Line 1 Upper
	GAS OIL
	324  PPC Daily
	NSV

	2
	VGO
	Alon or Alon affiliate
	PPC Pipeline
	CHV Line 1 Lower
	GAS OIL
	415  PPC Daily
	NSV

	2
	Crude
	Alon or Alon affiliate
	PPC Pipeline
	LINE3LS
	CRUDE
	142  Yield Accounting
	NSV

	2
	VGO
	Alon or Alon affiliate
	PPC Pipeline
	GX210
	GAS OIL
	188  Yield Accounting
	NSV

	2
	VGO
	Alon or Alon affiliate
	PPC Pipeline
	LINE1UP
	GAS OIL
	324  Yield Accounting
	NSV

	2
	VGO
	Alon or Alon affiliate
	PPC Pipeline
	LINE1LO
	GAS OIL
	415  Yield Accounting
	NSV

	3
	Crude
	Third Party
	Plains W Hynes
	607
	Crude
	260,000  Plains Daily & Monthly
	GSV

	3
	Asphalt
	Alon or Alon affiliate
	Paramount
	50005
	PG 58-28
	42,301  PPC Daily
	NSV

	3
	Asphalt
	Alon or Alon affiliate
	Paramount
	50B5
	PG 58-28
	42,301  Yield Accounting
	NSV

	4
	Diesel
	Third Party
	Kinder Morgan
	100060
	Diesel
	100,000  KM Daily & Monthly
	NSV

	1- post go live
	Diesel
	Third Party
	Kinder Morgan
	100064
	Diesel
	100,000  KM Daily & Monthly
	NSV

	1- post go live
	Transmix
	Third Party
	Kinder Morgan
	TK TRANSMIX
	Transmix
	5,000  KM Daily & Monthly
	NSV

	2-post go live
	Gasoline
	Third Party
	Kinder Morgan
	100059
	Gasoline
	100,000  KM Daily & Monthly
	NSV

	2-post go live
	Crude
	Third Party
	Plains W Hynes
	608
	Crude
	260,000  Plains Daily & Monthly
	GSV

	2-post go live
	Crude
	Third Party
	Plains Long Beach
	2
	Crude
	440,000  Plains Daily & Monthly
	GSV













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


	
								
	



Company:
	



ALON USA /Paramount
	



Year:
	



As noted
	 
	 

	



Business Unit/Location
	



Coverage/Line
	



Insurer
	



Policy No.
	Policy
Inception
Date
	Policy
Expiration
Date
	



Policy Limit
	

Deductible/ Retention

	California Refineries-
Paramount/LB/Bakersfield
	

Property
	

Various
	

Various
	

11/30/2011
	

10/31/2012
	

(***)
	

(***)

	Company Wide
	General/Excess Liability
	ACE Insurance
	XOOGG25909008
	7/31/2011
	7/31/2012
	(***)
	(***)

	

Company Wide
	

Excess Liability
	

Westchester
	

G24083287003
	

7/31/2011
	

7/31/2012
	

(***)
	

(***)

	

Company Wide
	

Excess Liability
	

XL Insurance
	XLUMB-604299
/BM00023825110A
	

7/31/2011
	

7/31/2012
	

(***)
	

(***)

	



Company Wide
	



Excess Liability
	



Argo Re
	



ARGO-CAS-OR-000108
	



7/31/2011
	



7/31/2012
	



(***)
	



(***)

	



Company Wide
	



Excess Liability
	



OCIL / XL Insurance
	U920195-0711  XLUMB-
604299 / BM00025729LI11A
	



7/31/2011
	



7/31/2012
	



(***)
	



(***)

	

Company Wide
	

Excess Liability
	ACE Insurance
	

ALON-1378/XS004
	

7/31/2011
	

7/31/2012
	

(***)
	

(***)

	Company Wide
	Excess Liability
	Axis Insurance
	113776
	7/31/2011
	7/31/2012
	(***)
	(***)

	

Company Wide
	

Excess Liability
	

Chartis Insurance
	

60703825
	

7/31/2011
	

7/31/2012
	

(***)
	

(***)

	 
	 
	 
	 
	 
	 
	 
	 

	

Company Wide
	

Auto Liability
	ACE American
Insurance
	

ISA H0863662A
	

7/31/2011
	

7/31/2012
	

(***)
	

(***)

	



Company Wide
	



WC & Employers Liab
	

ACE American
Insurance
	



WLRC46138521 (AOS)
	



7/31/2011
	



7/31/2012
	



(***)
	



(***)

	Company Wide
	Non-Owned Aviation
	Assoc./Caitlin Ins. Co.
	NAN4013763
	7/31/2011
	7/31/2012
	(***)
	(***)

	 
	 
	 
	 
	 
	 
	 
	 

	

Paramount - Washington
	

Wharfinger's /Charterer's Liability
	New York Marine &
General Ins Co
	

ML10085311
	

7/31/2011
	

7/31/2012
	

(***)
	

(***)

	 
	 
	 
	 
	 
	 
	 
	 

	



Paramount - Long Beach
	

Pollution Legal Liability
	

Chartis Specialty
Insurance
	

PLS 2027944
	



9/28/2006
	



9/28/2013
	



(***)
	



(***)

	Paramount - Bakersfield
	Pollution Legal Liability
	Ironshore Specialty
	422100
	6/1/2010
	6/1/2013
	(***)
	(***)

	 
	 
	 
	 
	 
	 
	 
	 

	

Company Wide
	

Director's & Officers Liability
	US Specialty
Insurance Co
	

14-MGU-11-A24609
	

8/31/2011
	

8/31/2012
	

(***)
	

(***)

	

Company Wide
	

Excess D&O
	Federal Insurance
Company
	

6803-1386
	

8/31/2011
	

8/31/2012
	

(***)
	

(***)

	



Company Wide
	



Employment Practices Liability
	

HCC Specialty
Insurance Company
	



14-SMG-11-A5401
	



8/31/2011
	



8/31/2012
	



(***)
	



(***)

	



Company Wide
	



Fiduciary Liability
	

HCC Specialty
Insurance Company
	



14-SMG-11-A5402
	



8/31/2011
	



8/31/2012
	



(***)
	



(***)

	

Company Wide
	

Excess Fiduciary Liability
	Federal Insurance
Company
	

8210-6190
	

8/31/2011
	

8/31/2012
	

(***)
	

(***)

	



Company Wide
	



Commercial Crime
	

Great American
Insurance Company
	



SAA 268-76-15-10
	



8/31/2011
	



8/31/2012
	



(***)
	



(***)











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


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

	1.00
	5/20/2011

	1.00
	5/20/2011

	1.00
	5/20/2011

	1.00
	5/20/2011

	1.00
	5/20/2011

	1.00
	5/20/2011

	1.00
	5/20/2011

	1.00
	5/20/2011

	1.00
	5/20/2011

	1.00
	5/20/2011

	1.00
	5/20/2011

	1.00
	5/20/2011

	1.00
	5/20/2011

	1.00
	5/20/2011

	1.00
	5/20/2011

	1.00
	5/20/2011

	1.00
	5/20/2011

	1.00
	5/20/2011

	1.00
	5/20/2011

	1.00
	5/20/2011

	1.00
	2/3 May 20, 2011   1/3 June 20, 2011

	1.00
	6/20/2011

	1.00
	6/20/2011

	1.00
	6/20/2011

	1.00
	6/20/2011

	1.00
	6/20/2011

	1.00
	6/20/2011

	1.00
	6/20/2011

	1.00
	6/20/2011

	1.00
	6/20/2011

	1.00
	6/20/2011

	1.00
	6/20/2011

	1.00
	6/20/2011

	1.00
	6/20/2011

	1.00
	6/20/2011

	1.00
	6/20/2011

	1.00
	6/20/2011

	1.00
	6/20/2011

	1.00
	6/20/2011

	1.00
	6/20/2011

	1.33
	6/20/2011

	1.00
	6/20/2011

	1.00
	7/20/2011

	1.00
	7/20/2011

	0.75
	7/20/2011

	0.75
	7/20/2011

	1.00
	7/20/2011

	1.00
	7/20/2011

	1.00
	7/20/2011

	1.00
	7/20/2011

	1.00
	7/20/2011

	1.00
	7/20/2011

	1.00
	7/20/2011

	1.00
	7/20/2011

	1.00
	7/20/2011

	1.00
	7/20/2011

	1.00
	7/20/2011

	1.00
	7/20/2011

	1.00
	7/20/2011

	1.00
	7/20/2011

	1.00
	7/20/2011

	1.00
	7/20/2011

	1.00
	7/20/2011

	1.00
	7/20/2011

	1.00
	7/20/2011

	1.33
	8/19/2011

	1.00
	8/19/2011

	1.00
	8/19/2011

	1.00
	8/19/2011

	1.00
	8/19/2011

	0.75
	8/19/2011

	1.00
	8/19/2011

	1.00
	8/19/2011

	1.00
	8/19/2011

	1.00
	8/19/2011

	1.00
	8/19/2011









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


	
		
	1.00
	8/19/2011

	1.00
	8/19/2011

	1.00
	8/19/2011

	1.00
	8/19/2011

	1.00
	8/19/2011

	1.00
	8/19/2011

	1.00
	8/19/2011

	1.00
	8/19/2011

	1.00
	8/19/2011

	1.00
	8/19/2011

	1.00
	9/20/2011

	1.00
	9/20/2011

	1.00
	9/20/2011

	1.00
	9/20/2011

	1.00
	9/20/2011

	1.00
	9/20/2011

	1.00
	9/20/2011

	1.00
	9/20/2011

	1.00
	9/20/2011

	1.00
	9/20/2011

	1.00
	9/20/2011






Days that use 1 day of data = Day 1 net change * 2


	
			
	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
Tuesday, March 29, 2011
Wednesday, March 30, 2011
Thursday, March 31, 2011
Monday, April 04, 2011
Friday, April 01, 2011                           Saturday, April 02, 2011                           Sunday, April 03, 2011
Tuesday, April 05, 2011
Wednesday, April 06, 2011
Thursday, April 07, 2011
Monday, April 11, 2011
Friday, April 08, 2011                           Saturday, April 09, 2011                           Sunday, April 10, 2011
Tuesday, April 12, 2011
Wednesday, April 13, 2011
Thursday, April 14, 2011
Monday, April 18, 2011
Friday, April 15, 2011                           Saturday, April 16, 2011                           Sunday, April 17, 2011
Tuesday, April 19, 2011
Wednesday, April 20, 2011
Thursday, April 21, 2011
Monday, April 25, 2011
	Thu Mar 31 11                   Fri Apr 01 11
Fri Apr 01 11               Mon Apr 04 11
Mon Apr 04 11                 Tue Apr 05 11
Tue Apr 05 11               Wed Apr 06 11
Wed Apr 06 11                Thu Apr 07 11
Thu Apr 07 11                   Fri Apr 08 11
Fri Apr 08 11               Mon Apr 11 11
Mon Apr 11 11                 Tue Apr 12 11
Tue Apr 12 11               Wed Apr 13 11
Wed Apr 13 11                Thu Apr 14 11
Thu Apr 14 11                   Fri Apr 15 11
Fri Apr 15 11               Mon Apr 18 11
Mon Apr 18 11                 Tue Apr 19 11
Tue Apr 19 11               Wed Apr 20 11
Wed Apr 20 11                Thu Apr 21 11
Wed Apr 20 11                Thu Apr 21 11
Thu Apr 21 11              Mon Apr 25 11
Mon Apr 25 11                 Tue Apr 26 11
Tue Apr 26 11               Wed Apr 27 11
Wed Apr 27 11                Thu Apr 28 11
Thu Apr 28 11                   Fri Apr 29 11
Fri Apr 29 11             Mon May 02 11
Mon May 02 11               Tue May 03 11
Tue May 03 11             Wed May 04 11
Wed May 04 11               Thu May 05 11
Thu May 05 11                 Fri May 06 11
Fri May 06 11             Mon May 09 11
Mon May 09 11               Tue May 10 11
Tue May 10 11             Wed May 11 11
Wed May 11 11               Thu May 12 11
Thu May 12 11                 Fri May 13 11
Fri May 13 11             Mon May 16 11
Mon May 16 11               Tue May 17 11
Tue May 17 11             Wed May 18 11
Wed May 18 11               Thu May 19 11
Thu May 19 11                 Fri May 20 11
Fri May 20 11             Mon May 23 11
Mon May 23 11               Tue May 24 11
Tue May 24 11             Wed May 25 11
Wed May 25 11               Thu May 26 11
Thu May 26 11                 Fri May 27 11
Fri May 27 11               Tue May 31 11
Tue May 31 11               Wed Jun 01 11
Wed Jun 01 11                 Thu Jun 02 11
Thu Jun 02 11                   Fri Jun 03 11
Thu Jun 02 11                   Fri Jun 03 11
Fri Jun 03 11               Mon Jun 06 11
Mon Jun 06 11                 Tue Jun 07 11
Tue Jun 07 11               Wed Jun 08 11
Wed Jun 08 11                 Thu Jun 09 11
Thu Jun 09 11                   Fri Jun 10 11
Fri Jun 10 11               Mon Jun 13 11
Mon Jun 13 11                 Tue Jun 14 11
Tue Jun 14 11               Wed Jun 15 11
Wed Jun 15 11                 Thu Jun 16 11
Thu Jun 16 11                   Fri Jun 17 11
Fri Jun 17 11               Mon Jun 20 11
Mon Jun 20 11                 Tue Jun 21 11
Tue Jun 21 11               Wed Jun 22 11
Wed Jun 22 11                 Thu Jun 23 11
Thu Jun 23 11                   Fri Jun 24 11
Fri Jun 24 11               Mon Jun 27 11
Mon Jun 27 11                 Tue Jun 28 11
Tue Jun 28 11               Wed Jun 29 11
Wed Jun 29 11                 Thu Jun 30 11
Thu Jun 30 11                    Fri Jul 01 11
Fri Jul 01 11                  Tue Jul 05 11
Tue Jul 05 11                 Wed Jul 06 11
Wed Jul 06 11                  Thu Jul 07 11
Thu Jul 07 11                    Fri Jul 08 11
Thu Jul 07 11                    Fri Jul 08 11
Fri Jul 08 11                Mon Jul 11 11
Mon Jul 11 11                  Tue Jul 12 11
Tue Jul 12 11                 Wed Jul 13 11
Wed Jul 13 11                  Thu Jul 14 11
Thu Jul 14 11                    Fri Jul 15 11
Fri Jul 15 11                Mon Jul 18 11
Mon Jul 18 11                  Tue Jul 19 11
Tue Jul 19 11                 Wed Jul 20 11
Wed Jul 20 11                  Thu Jul 21 11
Thu Jul 21 11                    Fri Jul 22 11
Fri Jul 22 11                Mon Jul 25 11
Mon Jul 25 11                  Tue Jul 26 11
Tue Jul 26 11                 Wed Jul 27 11
Wed Jul 27 11                  Thu Jul 28 11
Thu Jul 28 11                    Fri Jul 29 11
Fri Jul 29 11              Mon Aug 01 11
Mon Aug 01 11                Tue Aug 02 11
Tue Aug 02 11              Wed Aug 03 11
Wed Aug 03 11                Thu Aug 04 11
Thu Aug 04 11                  Fri Aug 05 11
Fri Aug 05 11              Mon Aug 08 11
Mon Aug 08 11                Tue Aug 09 11
Tue Aug 09 11              Wed Aug 10 11
Wed Aug 10 11                Thu Aug 11 11
Thu Aug 11 11                  Fri Aug 12 11
Fri Aug 12 11              Mon Aug 15 11

	Friday, April 22, 2011                           Saturday, April 23, 2011
	Sunday, April 24, 2011

	Tuesday, April 26, 2011
Wednesday, April 27, 2011
Thursday, April 28, 2011
Monday, May 02, 2011
Friday, April 29, 2011                           Saturday, April 30, 2011                            Sunday, May 01, 2011
Tuesday, May 03, 2011
Wednesday, May 04, 2011
Thursday, May 05, 2011
Monday, May 09, 2011
Friday, May 06, 2011                            Saturday, May 07, 2011                            Sunday, May 08, 2011
Tuesday, May 10, 2011
Wednesday, May 11, 2011
Thursday, May 12, 2011
Monday, May 16, 2011
Friday, May 13, 2011                            Saturday, May 14, 2011                            Sunday, May 15, 2011
Tuesday, May 17, 2011
Wednesday, May 18, 2011
Thursday, May 19, 2011
Monday, May 23, 2011
Friday, May 20, 2011                           Saturday, May 21, 2011                            Sunday, May 22, 2011
Tuesday, May 24, 2011









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


	
			
	Wednesday, May 25, 2011
Thursday, May 26, 2011
Friday, May 27, 2011                            Saturday, May 28, 2011                            Sunday, May 29, 2011
Monday, May 30, 2011
Tuesday, May 31, 2011
Wednesday, June 01, 2011
Thursday, June 02, 2011
Monday, June 06, 2011
Friday, June 03, 2011                           Saturday, June 04, 2011                            Sunday, June 05, 2011
Tuesday, June 07, 2011
Wednesday, June 08, 2011
Thursday, June 09, 2011
Monday, June 13, 2011
Friday, June 10, 2011                           Saturday, June 11, 2011                            Sunday, June 12, 2011
Tuesday, June 14, 2011
Wednesday, June 15, 2011
Thursday, June 16, 2011
Monday, June 20, 2011
Friday, June 17, 2011                           Saturday, June 18, 2011                            Sunday, June 19, 2011
Tuesday, June 21, 2011
Wednesday, June 22, 2011
Thursday, June 23, 2011
Monday, June 27, 2011

	Friday, June 24, 2011                           Saturday, June 25, 2011                           Sunday, June 26, 2011
Tuesday, June 28, 2011
Wednesday, June 29, 2011
Thursday, June 30, 2011
Friday, July 01, 2011                             Saturday, July 02, 2011                             Sunday, July 03, 2011
Monday, July 04, 2011
Tuesday, July 05, 2011
Wednesday, July 06, 2011
Thursday, July 07, 2011
Monday, July 11, 2011
Friday, July 08, 2011                             Saturday, July 09, 2011                             Sunday, July 10, 2011
Tuesday, July 12, 2011
Wednesday, July 13, 2011
Thursday, July 14, 2011
Monday, July 18, 2011
Friday, July 15, 2011                             Saturday, July 16, 2011                             Sunday, July 17, 2011
Tuesday, July 19, 2011
Wednesday, July 20, 2011
Thursday, July 21, 2011
Monday, July 25, 2011
Friday, July 22, 2011                             Saturday, July 23, 2011                             Sunday, July 24, 2011

	Tuesday, July 26, 2011
Wednesday, July 27, 2011
Thursday, July 28, 2011
Monday, August 01, 2011
Friday, July 29, 2011                             Saturday, July 30, 2011                             Sunday, July 31, 2011
Tuesday, August 02, 2011
Wednesday, August 03, 2011
Thursday, August 04, 2011
Monday, August 08, 2011
Friday, August 05, 2011                       Saturday, August 06, 2011                       Sunday, August 07, 2011
Tuesday, August 09, 2011











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




	
		
	Weights
	True Up Dates        Split True Up Date

	1.00
	9/20/2011

	1.00
	9/20/2011

	1.00
	9/20/2011

	1.00
	9/20/2011

	1.00
	9/20/2011

	1.00
	9/20/2011

	1.00
	9/20/2011

	1.00
	9/20/2011

	1.00
	9/20/2011

	1.00
	9/20/2011

	1.00
	9/20/2011

	1.00
	9/20/2011

	1.00
	10/20/2011

	1.33
	10/20/2011

	1.00
	10/20/2011

	1.00
	10/20/2011

	1.00
	10/20/2011

	1.00
	10/20/2011

	0.75
	10/20/2011

	1.00
	10/20/2011

	1.00
	10/20/2011

	1.00
	10/20/2011

	1.00
	10/20/2011

	1.00
	10/20/2011

	1.00
	10/20/2011

	1.00
	10/20/2011

	1.00
	10/20/2011

	1.00
	10/20/2011

	1.00
	10/20/2011

	1.00
	10/20/2011

	1.00
	10/20/2011

	1.00
	10/20/2011

	1.00
	10/20/2011

	1.00
	1/3 Oct 20, 2011    2/3 Nov 20, 2011

	1.00
	11/21/2011

	1.00
	11/21/2011

	1.00
	11/21/2011

	1.00
	11/21/2011

	1.33
	11/21/2011

	1.00
	11/21/2011

	1.00
	11/21/2011

	1.00
	11/21/2011

	1.00
	11/21/2011

	0.50
	11/21/2011

	1.00
	11/21/2011

	1.00
	11/21/2011

	1.00
	11/21/2011

	1.00
	11/21/2011

	1.00
	11/21/2011

	1.00
	11/21/2011

	1.00
	11/21/2011

	1.00
	11/21/2011

	1.00
	11/21/2011

	1.00
	11/21/2011

	1.00
	12/20/2011

	1.00
	12/20/2011

	1.00
	12/20/2011

	1.00
	12/20/2011

	1.00
	12/20/2011

	1.00
	12/20/2011

	1.00
	12/20/2011

	1.33
	12/20/2011

	0.50
	12/20/2011

	1.00
	12/20/2011

	1.00
	12/20/2011

	1.00
	12/20/2011

	1.00
	12/20/2011

	1.00
	12/20/2011

	1.00
	12/20/2011

	1.00
	12/20/2011

	1.33
	12/20/2011

	1.00
	12/20/2011

	1.00
	12/20/2011

	1.00
	12/20/2011

	1.00
	1/20/2012

	0.75
	1/20/2012

	0.75
	1/20/2012









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


	
		
	1.00
	1/20/2012

	1.00
	1/20/2012

	1.00
	1/20/2012

	1.00
	1/20/2012

	1.00
	1/20/2012

	1.00
	1/20/2012

	1.00
	1/20/2012

	1.00
	1/20/2012

	1.00
	1/20/2012

	1.00
	1/20/2012

	1.00
	1/20/2012

	1.00
	1/20/2012

	1.00
	1/20/2012

	1.00
	1/20/2012

	1.33
	1/20/2012

	1.00
	1/20/2012

	1.00
	1/20/2012

	1.00
	1/20/2012

	1.33
	2/4 Jan 20,2012    2/4 Feb 20, 2012

	0.50
	2/21/2012

	1.00
	2/21/2012

	1.00
	2/21/2012

	1.00
	2/21/2012






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

	Wednesday, August 10, 2011
Thursday, August 11, 2011
Monday, August 15, 2011
Friday, August 12, 2011                       Saturday, August 13, 2011                       Sunday, August 14, 2011
Tuesday, August 16, 2011
Wednesday, August 17, 2011
Thursday, August 18, 2011
Monday, August 22, 2011
Friday, August 19, 2011                       Saturday, August 20, 2011                       Sunday, August 21, 2011
Tuesday, August 23, 2011
Wednesday, August 24, 2011
Thursday, August 25, 2011
	Mon Aug 15 11                Tue Aug 16 11
Tue Aug 16 11              Wed Aug 17 11
Wed Aug 17 11                Thu Aug 18 11
Thu Aug 18 11                  Fri Aug 19 11
Fri Aug 19 11              Mon Aug 22 11
Mon Aug 22 11                Tue Aug 23 11
Tue Aug 23 11              Wed Aug 24 11
Wed Aug 24 11                Thu Aug 25 11
Thu Aug 25 11                  Fri Aug 26 11
Fri Aug 26 11              Mon Aug 29 11
Mon Aug 29 11                Tue Aug 30 11
Tue Aug 30 11              Wed Aug 31 11
Wed Aug 31 11                Thu Sep 01 11
Thu Sep 01 11                  Fri Sep 02 11
Fri Sep 02 11                Tue Sep 06 11
Tue Sep 06 11               Wed Sep 07 11
Wed Sep 07 11                Thu Sep 08 11
Thu Sep 08 11                   Fri Sep 09 11
Thu Sep 08 11                   Fri Sep 09 11
Fri Sep 09 11               Mon Sep 12 11
Mon Sep 12 11                 Tue Sep 13 11
Tue Sep 13 11               Wed Sep 14 11
Wed Sep 14 11                Thu Sep 15 11
Thu Sep 15 11                   Fri Sep 16 11
Fri Sep 16 11               Mon Sep 19 11
Mon Sep 19 11                 Tue Sep 20 11
Tue Sep 20 11               Wed Sep 21 11
Wed Sep 21 11                Thu Sep 22 11
Thu Sep 22 11                   Fri Sep 23 11
Fri Sep 23 11               Mon Sep 26 11
Mon Sep 26 11                 Tue Sep 27 11
Tue Sep 27 11               Wed Sep 28 11
Wed Sep 28 11                Thu Sep 29 11
Thu Sep 29 11                   Fri Sep 30 11
Fri Sep 30 11               Mon Oct 03 11
Mon Oct 03 11                 Tue Oct 04 11
Tue Oct 04 11               Wed Oct 05 11
Wed Oct 05 11                 Thu Oct 06 11
Thu Oct 06 11                   Fri Oct 07 11
Fri Oct 07 11                 Tue Oct 11 11
Tue Oct 11 11               Wed Oct 12 11
Wed Oct 12 11                 Thu Oct 13 11
Thu Oct 13 11                   Fri Oct 14 11
Fri Oct 14 11               Mon Oct 17 11
Mon Oct 17 11                 Tue Oct 18 11
Tue Oct 18 11               Wed Oct 19 11
Wed Oct 19 11                 Thu Oct 20 11
Thu Oct 20 11                   Fri Oct 21 11
Fri Oct 21 11               Mon Oct 24 11
Mon Oct 24 11                 Tue Oct 25 11
Tue Oct 25 11               Wed Oct 26 11
Wed Oct 26 11                 Thu Oct 27 11
Thu Oct 27 11                   Fri Oct 28 11
Fri Oct 28 11               Mon Oct 31 11
Mon Oct 31 11                Tue Nov 01 11
Tue Nov 01 11              Wed Nov 02 11
Wed Nov 02 11                Thu Nov 03 11
Thu Nov 03 11                  Fri Nov 04 11
Fri Nov 04 11              Mon Nov 07 11
Mon Nov 07 11                Tue Nov 08 11
Tue Nov 08 11              Wed Nov 09 11
Wed Nov 09 11                Thu Nov 10 11
Thu Nov 10 11              Mon Nov 14 11
Mon Nov 14 11                Tue Nov 15 11
Tue Nov 15 11              Wed Nov 16 11
Wed Nov 16 11                Thu Nov 17 11
Thu Nov 17 11                  Fri Nov 18 11
Fri Nov 18 11              Mon Nov 21 11
Mon Nov 21 11                Tue Nov 22 11
Tue Nov 22 11              Wed Nov 23 11
Wed Nov 23 11                  Fri Nov 25 11
Fri Nov 25 11              Mon Nov 28 11
Mon Nov 28 11                Tue Nov 29 11
Tue Nov 29 11              Wed Nov 30 11
Wed Nov 30 11                Thu Dec 01 11
Thu Dec 01 11                   Fri Dec 02 11
Thu Dec 01 11                   Fri Dec 02 11
Fri Dec 02 11              Mon Dec 05 11
Mon Dec 05 11                Tue Dec 06 11
Tue Dec 06 11               Wed Dec 07 11
Wed Dec 07 11                Thu Dec 08 11
Thu Dec 08 11                   Fri Dec 09 11
Fri Dec 09 11              Mon Dec 12 11
Mon Dec 12 11                Tue Dec 13 11
Tue Dec 13 11               Wed Dec 14 11
Wed Dec 14 11                Thu Dec 15 11
Thu Dec 15 11                   Fri Dec 16 11
Fri Dec 16 11              Mon Dec 19 11
Mon Dec 19 11                Tue Dec 20 11
Tue Dec 20 11               Wed Dec 21 11
Wed Dec 21 11                Thu Dec 22 11
Thu Dec 22 11                  Fri Dec 23 11
Fri Dec 23 11                Tue Dec 27 11
Tue Dec 27 11               Wed Dec 28 11
Wed Dec 28 11                Thu Dec 29 11
Thu Dec 29 11                  Fri Dec 30 11
Fri Dec 30 11                 Tue Jan 03 12
Tue Jan 03 12               Wed Jan 04 12
Wed Jan 04 12                 Thu Jan 05 12
Thu Jan 05 12                   Fri Jan 06 12

	Monday, August 29, 2011
Friday, August 26, 2011                      Saturday, August 27, 2011                       Sunday, August 28, 2011
Tuesday, August 30, 2011
Wednesday, August 31, 2011
Thursday, September 01, 2011
Friday, September 02, 2011                Saturday, September 03, 2011                Sunday, September 04, 2011
Monday, September 05, 2011
Tuesday, September 06, 2011
Wednesday, September 07, 2011
Thursday, September 08, 2011
Monday, September 12, 2011
Friday, September 09, 2011                Saturday, September 10, 2011                Sunday, September 11, 2011
Tuesday, September 13, 2011
Wednesday, September 14, 2011
Thursday, September 15, 2011
Monday, September 19, 2011
Friday, September 16, 2011                Saturday, September 17, 2011                Sunday, September 18, 2011
Tuesday, September 20, 2011
Wednesday, September 21, 2011
Thursday, September 22, 2011
Monday, September 26, 2011

	Friday, September 23, 2011
	Saturday, September 24, 2011                Sunday, September 25, 2011

	Tuesday, September 27, 2011
Wednesday, September 28, 2011
Thursday, September 29, 2011
Monday, October 03, 2011
Friday, September 30, 2011                    Saturday, October 01, 2011                     Sunday, October 02, 2011
Tuesday, October 04, 2011
Wednesday, October 05, 2011
Thursday, October 06, 2011
Friday, October 07, 2011                     Saturday, October 08, 2011                     Sunday, October 09, 2011
Monday, October 10, 2011                      Tuesday, October 11, 2011
Wednesday, October 12, 2011
Thursday, October 13, 2011
Monday, October 17, 2011
Friday, October 14, 2011                     Saturday, October 15, 2011                     Sunday, October 16, 2011
Tuesday, October 18, 2011
Wednesday, October 19, 2011
Thursday, October 20, 2011
Monday, October 24, 2011
Friday, October 21, 2011                     Saturday, October 22, 2011                     Sunday, October 23, 2011
Tuesday, October 25, 2011









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


	
				
	Wednesday, October 26, 2011
Thursday, October 27, 2011
Monday, October 31, 2011
Friday, October 28, 2011                     Saturday, October 29, 2011                     Sunday, October 30, 2011
Tuesday, November 01, 2011
Wednesday, November 02, 2011
Thursday, November 03, 2011
Friday, November 04, 2011                Saturday, November 05, 2011                Sunday, November 06, 2011
Monday, November 07, 2011                  Tuesday, November 08, 2011
Wednesday, November 09, 2011
Thursday, November 10, 2011
Monday, November 14, 2011
Friday, November 11, 2011                Saturday, November 12, 2011                 Sunday, November 13, 2011
Tuesday, November 15, 2011
Wednesday, November 16, 2011
Thursday, November 17, 2011
Friday, November 18, 2011                Saturday, November 19, 2011                Sunday, November 20, 2011
Monday, November 21, 2011
Tuesday, November 22, 2011
Wednesday, November 23, 2011

	Monday, November 28, 2011
Thursday, November 24, 2011
Friday, November 25, 2011                Saturday, November 26, 2011                 Sunday, November 27, 2011
Tuesday, November 29, 2011
Wednesday, November 30, 2011
Thursday, December 01, 2011
Monday, December 05, 2011
Friday, December 02, 2011                 Saturday, December 03, 2011                 Sunday, December 04, 2011
Tuesday, December 06, 2011
Wednesday, December 07, 2011
Thursday, December 08, 2011
Monday, December 12, 2011
Friday, December 09, 2011                 Saturday, December 10, 2011                 Sunday, December 11, 2011
Tuesday, December 13, 2011
Wednesday, December 14, 2011
Thursday, December 15, 2011
Monday, December 19, 2011
Friday, December 16, 2011                Saturday, December 17, 2011                Sunday, December 18, 2011
Tuesday, December 20, 2011
Wednesday, December 21, 2011
Thursday, December 22, 2011

	December 23, 2011
	Sunday, December 25, 2011

	Monday, December 26, 2011                  Tuesday, December 27, 2011
Wednesday, December 28, 2011
Thursday, December 29, 2011
Friday, December 30, 2011                 Saturday, December 31, 2011                      Sunday, January 01, 2012











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




	
			
	Weights
	True Up Dates
	Split True Up Date

	0.50
	2/21/2012
	 

	1.00
	2/21/2012
	 

	1.00
	2/21/2012
	 

	1.00
	2/21/2012
	 

	1.33
	2/21/2012
	 

	1.00
	2/21/2012
	 

	1.00
	2/21/2012
	 

	1.00
	2/21/2012
	 

	1.00
	2/21/2012
	 

	0.50
	2/21/2012
	 

	1.00
	2/21/2012
	 

	1.00
	2/21/2012
	 

	1.00
	2/21/2012
	 

	1.00
	2/21/2012
	 

	1.00
	2/21/2012
	 

	1.00
	2/21/2012
	 

	1.00
	3/20/2012
	 

	1.00
	3/20/2012
	 

	1.00
	3/20/2012
	 

	1.00
	3/20/2012
	 

	1.00
	3/20/2012
	 

	1.00
	3/20/2012
	 

	1.00
	3/20/2012
	 

	1.00
	3/20/2012
	 

	1.00
	3/20/2012
	 

	1.00
	3/20/2012
	 

	1.00
	3/20/2012
	 

	1.00
	3/20/2012
	 

	1.33
	3/20/2012
	 

	1.00
	3/20/2012
	 

	1.00
	3/20/2012
	 

	1.00
	3/20/2012
	 

	1.00
	3/20/2012
	 

	0.50
	3/20/2012
	 

	1.00
	3/20/2012
	 

	1.00
	3/20/2012
	 

	1.00
	4/20/2012
	 

	1.00
	4/20/2012
	 

	1.00
	4/20/2012
	 

	1.00
	4/20/2012
	 

	1.00
	4/20/2012
	 

	1.00
	4/20/2012
	 

	1.00
	4/20/2012
	 

	1.00
	4/20/2012
	 

	1.00
	4/20/2012
	 

	1.00
	4/20/2012
	 

	1.00
	4/20/2012
	 

	1.00
	4/20/2012
	 

	1.00
	4/20/2012
	 

	1.00
	4/20/2012
	 

	1.00
	4/20/2012
	 

	1.00
	4/20/2012
	 

	1.00
	4/20/2012
	 

	1.00
	4/20/2012
	 

	1.00
	4/20/2012
	 

	1.00
	4/20/2012
	 

	1.00
	4/20/2012
	 

	1.00
	2/3 Apr 20, 2012
	1/3 May 20, 2012

	1.00
	5/21/2012
	 

	1.00
	5/21/2012
	 

	1.00
	5/21/2012
	 

	1.00
	5/21/2012
	 

	1.00
	5/21/2012
	 

	1.00
	5/21/2012
	 

	1.00
	5/21/2012
	 

	1.00
	5/21/2012
	 

	1.00
	5/21/2012
	 

	1.00
	5/21/2012
	 

	1.00
	5/21/2012
	 

	1.00
	5/21/2012
	 

	1.00
	5/21/2012
	 

	1.00
	5/21/2012
	 

	1.00
	5/21/2012
	 

	1.00
	5/21/2012
	 

	1.00
	5/21/2012
	 

	1.00
	5/21/2012
	 

	1.00
	5/21/2012
	 









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


	
			
	1.00
	5/21/2012
	 

	1.00
	5/21/2012
	 

	1.00
	6/20/2012
	 

	1.00
	6/20/2012
	 

	1.00
	6/20/2012
	 

	1.00
	6/20/2012
	 

	1.00
	6/20/2012
	 

	1.00
	6/20/2012
	 

	1.00
	6/20/2012
	 

	1.00
	6/20/2012
	 

	1.00
	6/20/2012
	 

	1.00
	6/20/2012
	 

	1.00
	6/20/2012
	 

	1.00
	6/20/2012
	 

	1.00
	6/20/2012
	 

	1.00
	6/20/2012
	 

	1.00
	6/20/2012
	 

	1.00
	6/20/2012
	 

	1.00
	6/20/2012
	 

	1.00
	6/20/2012
	 

	1.33
	6/20/2012
	 

	1.00
	6/20/2012
	 

	1.00
	6/20/2012
	 






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

	Monday, January 02, 2012                       Tuesday, January 03, 2012
Wednesday, January 04, 2012
Thursday, January 05, 2012
Monday, January 09, 2012
Friday, January 06, 2012                     Saturday, January 07, 2012                     Sunday, January 08, 2012
Tuesday, January 10, 2012
Wednesday, January 11, 2012
Thursday, January 12, 2012
Friday, January 13, 2012                     Saturday, January 14, 2012                      Sunday, January 15, 2012
Monday, January 16, 2012                       Tuesday, January 17, 2012
Wednesday, January 18, 2012
Thursday, January 19, 2012
Monday, January 23, 2012
Friday, January 20, 2012                     Saturday, January 21, 2012                      Sunday, January 22, 2012
Tuesday, January 24, 2012
Wednesday, January 25, 2012
	Fri Jan 06 12               Mon Jan 09 12
Mon Jan 09 12                 Tue Jan 10 12
Tue Jan 10 12               Wed Jan 11 12
Wed Jan 11 12                 Thu Jan 12 12
Thu Jan 12 12                   Fri Jan 13 12
Fri Jan 13 12                 Tue Jan 17 12
Tue Jan 17 12               Wed Jan 18 12
Wed Jan 18 12                 Thu Jan 19 12
Thu Jan 19 12                   Fri Jan 20 12
Fri Jan 20 12               Mon Jan 23 12
Mon Jan 23 12                 Tue Jan 24 12
Tue Jan 24 12               Wed Jan 25 12
Wed Jan 25 12                 Thu Jan 26 12
Thu Jan 26 12                   Fri Jan 27 12
Fri Jan 27 12               Mon Jan 30 12
Mon Jan 30 12                 Tue Jan 31 12
Tue Jan 31 12               Wed Feb 01 12
Wed Feb 01 12                Thu Feb 02 12
Thu Feb 02 12                   Fri Feb 03 12
Fri Feb 03 12               Mon Feb 06 12
Mon Feb 06 12                 Tue Feb 07 12
Tue Feb 07 12               Wed Feb 08 12
Wed Feb 08 12                Thu Feb 09 12
Thu Feb 09 12                   Fri Feb 10 12
Fri Feb 10 12               Mon Feb 13 12
Mon Feb 13 12                 Tue Feb 14 12
Tue Feb 14 12               Wed Feb 15 12
Wed Feb 15 12                Thu Feb 16 12
Thu Feb 16 12                  Fri Feb 17 12
Fri Feb 17 12                Tue Feb 21 12
Tue Feb 21 12               Wed Feb 22 12
Wed Feb 22 12                Thu Feb 23 12
Thu Feb 23 12                   Fri Feb 24 12
Fri Feb 24 12               Mon Feb 27 12
Mon Feb 27 12                 Tue Feb 28 12
Tue Feb 28 12               Wed Feb 29 12
Wed Feb 29 12               Thu Mar 01 12
Thu Mar 01 12                  Fri Mar 02 12
Fri Mar 02 12              Mon Mar 05 12
Mon Mar 05 12                Tue Mar 06 12
Tue Mar 06 12              Wed Mar 07 12
Wed Mar 07 12               Thu Mar 08 12
Thu Mar 08 12                  Fri Mar 09 12
Fri Mar 09 12              Mon Mar 12 12
Mon Mar 12 12                Tue Mar 13 12
Tue Mar 13 12              Wed Mar 14 12
Wed Mar 14 12               Thu Mar 15 12
Thu Mar 15 12                  Fri Mar 16 12
Fri Mar 16 12              Mon Mar 19 12
Mon Mar 19 12                Tue Mar 20 12
Tue Mar 20 12              Wed Mar 21 12
Wed Mar 21 12               Thu Mar 22 12
Thu Mar 22 12                  Fri Mar 23 12
Fri Mar 23 12              Mon Mar 26 12
Mon Mar 26 12                Tue Mar 27 12
Tue Mar 27 12              Wed Mar 28 12
Wed Mar 28 12               Thu Mar 29 12
Thu Mar 29 12                  Fri Mar 30 12
Fri Mar 30 12               Mon Apr 02 12
Mon Apr 02 12                 Tue Apr 03 12
Tue Apr 03 12               Wed Apr 04 12
Wed Apr 04 12                Thu Apr 05 12
Wed Apr 04 12                Thu Apr 05 12
Thu Apr 05 12               Mon Apr 09 12
Mon Apr 09 12                 Tue Apr 10 12
Tue Apr 10 12               Wed Apr 11 12
Wed Apr 11 12                Thu Apr 12 12
Thu Apr 12 12                   Fri Apr 13 12
Fri Apr 13 12               Mon Apr 16 12
Mon Apr 16 12                 Tue Apr 17 12
Tue Apr 17 12               Wed Apr 18 12
Wed Apr 18 12                Thu Apr 19 12
Thu Apr 19 12                   Fri Apr 20 12
Fri Apr 20 12               Mon Apr 23 12
Mon Apr 23 12                 Tue Apr 24 12
Tue Apr 24 12               Wed Apr 25 12
Wed Apr 25 12                Thu Apr 26 12
Thu Apr 26 12                   Fri Apr 27 12
Fri Apr 27 12               Mon Apr 30 12
Mon Apr 30 12               Tue May 01 12
Tue May 01 12             Wed May 02 12
Wed May 02 12               Thu May 03 12
Thu May 03 12                 Fri May 04 12
Fri May 04 12             Mon May 07 12
Mon May 07 12               Tue May 08 12
Tue May 08 12             Wed May 09 12
Wed May 09 12               Thu May 10 12
Thu May 10 12                 Fri May 11 12
Fri May 11 12             Mon May 14 12
Mon May 14 12               Tue May 15 12
Tue May 15 12             Wed May 16 12
Wed May 16 12               Thu May 17 12
Thu May 17 12                 Fri May 18 12
Fri May 18 12             Mon May 21 12
Mon May 21 12               Tue May 22 12
Tue May 22 12             Wed May 23 12
Wed May 23 12               Thu May 24 12
Thu May 24 12                 Fri May 25 12
Fri May 25 12               Tue May 29 12
Tue May 29 12             Wed May 30 12

	Thursday, January 26, 2012
Monday, January 30, 2012
Friday, January 27, 2012                     Saturday, January 28, 2012                      Sunday, January 29, 2012
Tuesday, January 31, 2012
Wednesday, February 01, 2012
Thursday, February 02, 2012
Monday, February 06, 2012
Friday, February 03, 2012                   Saturday, February 04, 2012                   Sunday, February 05, 2012
Tuesday, February 07, 2012
Wednesday, February 08, 2012
Thursday, February 09, 2012
Monday, February 13, 2012
Friday, February 10, 2012                   Saturday, February 11, 2012                   Sunday, February 12, 2012
Tuesday, February 14, 2012
Wednesday, February 15, 2012
Thursday, February 16, 2012
Friday, February 17, 2012                   Saturday, February 18, 2012                   Sunday, February 19, 2012
Monday, February 20, 2012                    Tuesday, February 21, 2012
Wednesday, February 22, 2012
Thursday, February 23, 2012

	Monday, February 27, 2012
Friday, February 24, 2012                   Saturday, February 25, 2012                   Sunday, February 26, 2012
Tuesday, February 28, 2012
Wednesday, February 29, 2012
Thursday, March 01, 2012
Monday, March 05, 2012
Friday, March 02, 2012                        Saturday, March 03, 2012                        Sunday, March 04, 2012
Tuesday, March 06, 2012
Wednesday, March 07, 2012
Thursday, March 08, 2012
Monday, March 12, 2012
Friday, March 09, 2012                        Saturday, March 10, 2012                        Sunday, March 11, 2012
Tuesday, March 13, 2012
Wednesday, March 14, 2012
Thursday, March 15, 2012
Monday, March 19, 2012
Friday, March 16, 2012                        Saturday, March 17, 2012                        Sunday, March 18, 2012
Tuesday, March 20, 2012
Wednesday, March 21, 2012
Thursday, March 22, 2012
Monday, March 26, 2012

	Friday, March 23, 2012                        Saturday, March 24, 2012
	Sunday, March 25, 2012









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


	
			
	Tuesday, March 27, 2012
Wednesday, March 28, 2012
Thursday, March 29, 2012
Monday, April 02, 2012
Friday, March 30, 2012                        Saturday, March 31, 2012                           Sunday, April 01, 2012
Tuesday, April 03, 2012
Wednesday, April 04, 2012
Thursday, April 05, 2012
Monday, April 09, 2012
Friday, April 06, 2012                           Saturday, April 07, 2012                           Sunday, April 08, 2012
Tuesday, April 10, 2012
Wednesday, April 11, 2012
Thursday, April 12, 2012
Monday, April 16, 2012
Friday, April 13, 2012                           Saturday, April 14, 2012                           Sunday, April 15, 2012
Tuesday, April 17, 2012
Wednesday, April 18, 2012
Thursday, April 19, 2012
Monday, April 23, 2012
Friday, April 20, 2012                           Saturday, April 21, 2012                           Sunday, April 22, 2012
Tuesday, April 24, 2012

	Wednesday, April 25, 2012
Thursday, April 26, 2012
Monday, April 30, 2012
Friday, April 27, 2012                           Saturday, April 28, 2012                           Sunday, April 29, 2012
Tuesday, May 01, 2012
Wednesday, May 02, 2012
Thursday, May 03, 2012
Monday, May 07, 2012
Friday, May 04, 2012                            Saturday, May 05, 2012                            Sunday, May 06, 2012
Tuesday, May 08, 2012
Wednesday, May 09, 2012
Thursday, May 10, 2012
Monday, May 14, 2012
Friday, May 11, 2012                            Saturday, May 12, 2012                            Sunday, May 13, 2012
Tuesday, May 15, 2012
Wednesday, May 16, 2012
Thursday, May 17, 2012
Monday, May 21, 2012
Friday, May 18, 2012                           Saturday, May 19, 2012                            Sunday, May 20, 2012
Tuesday, May 22, 2012
Wednesday, May 23, 2012











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




	
			
	Weights
	True Up Dates
	Split True Up Date

	1.00
	6/20/2012
	 

	0.75
	7/20/2012
	 

	0.75
	7/20/2012
	 

	1.00
	7/20/2012
	 

	1.00
	7/20/2012
	 

	1.00
	7/20/2012
	 

	1.00
	7/20/2012
	 

	1.00
	7/20/2012
	 

	1.00
	7/20/2012
	 

	1.00
	7/20/2012
	 

	1.00
	7/20/2012
	 

	1.00
	7/20/2012
	 

	1.00
	7/20/2012
	 

	1.00
	7/20/2012
	 

	1.00
	7/20/2012
	 

	1.00
	7/20/2012
	 

	1.00
	7/20/2012
	 

	1.00
	7/20/2012
	 

	1.00
	7/20/2012
	 

	1.00
	7/20/2012
	 

	1.00
	7/20/2012
	 

	1.00
	7/20/2012
	 

	1.00
	2/3 Jul 20, 2012
	1/3 Aug 20, 2012

	1.00
	8/20/2012
	 

	2.00
	8/20/2012
	 

	1.00
	8/20/2012
	 

	1.00
	8/20/2012
	 

	1.00
	8/20/2012
	 

	1.00
	8/20/2012
	 

	0.50
	8/20/2012
	 

	1.00
	8/20/2012
	 

	1.00
	8/20/2012
	 

	1.00
	8/20/2012
	 

	1.00
	8/20/2012
	 

	1.00
	8/20/2012
	 

	1.00
	8/20/2012
	 

	1.00
	8/20/2012
	 

	1.00
	8/20/2012
	 

	1.00
	8/20/2012
	 

	1.00
	8/20/2012
	 

	1.00
	8/20/2012
	 

	1.00
	8/20/2012
	 

	1.00
	8/20/2012
	 

	1.00
	8/20/2012
	 

	1.00
	9/20/2012
	 

	1.00
	9/20/2012
	 

	1.00
	9/20/2012
	 

	1.00
	9/20/2012
	 

	1.00
	9/20/2012
	 

	1.00
	9/20/2012
	 

	1.00
	9/20/2012
	 

	1.00
	9/20/2012
	 

	1.00
	9/20/2012
	 

	1.00
	9/20/2012
	 

	1.00
	9/20/2012
	 

	1.00
	9/20/2012
	 

	1.00
	9/20/2012
	 

	1.00
	9/20/2012
	 

	1.00
	9/20/2012
	 

	1.00
	9/20/2012
	 

	1.00
	9/20/2012
	 

	1.00
	9/20/2012
	 

	1.00
	9/20/2012
	 

	1.00
	9/20/2012
	 

	1.00
	9/20/2012
	 

	1.00
	9/20/2012
	 

	1.33
	1/4 Sep 20, 2012
	3/4 Oct 20, 2012

	1.00
	10/19/2012
	 

	1.00
	10/19/2012
	 

	1.00
	10/19/2012
	 

	0.75
	10/19/2012
	 

	0.75
	10/19/2012
	 

	1.00
	10/19/2012
	 

	1.00
	10/19/2012
	 

	1.00
	10/19/2012
	 

	1.00
	10/19/2012
	 









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


	
			
	1.00
	10/19/2012
	 

	1.00
	10/19/2012
	 

	1.00
	10/19/2012
	 

	1.00
	10/19/2012
	 

	1.00
	10/19/2012
	 

	1.00
	10/19/2012
	 

	1.00
	10/19/2012
	 

	1.00
	10/19/2012
	 

	1.00
	10/19/2012
	 

	1.00
	10/19/2012
	 

	1.00
	10/19/2012
	 

	1.00
	11/20/2012
	 

	1.00
	11/20/2012
	 

	1.00
	11/20/2012
	 

	1.00
	11/20/2012
	 

	1.33
	11/20/2012
	 

	1.00
	11/20/2012
	 

	1.00
	11/20/2012
	 

	1.00
	11/20/2012
	 

	1.00
	11/20/2012
	 

	0.50
	11/20/2012
	 

	1.00
	11/20/2012
	 

	1.00
	11/20/2012
	 

	1.00
	11/20/2012
	 






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

	Thursday, May 24, 2012
	Wed May 30 12               Thu May 31 12
Thu May 31 12                   Fri Jun 01 12
Thu May 31 12                   Fri Jun 01 12
Fri Jun 01 12               Mon Jun 04 12
Mon Jun 04 12                 Tue Jun 05 12
Tue Jun 05 12               Wed Jun 06 12
Wed Jun 06 12                 Thu Jun 07 12
Thu Jun 07 12                   Fri Jun 08 12
Fri Jun 08 12               Mon Jun 11 12
Mon Jun 11 12                 Tue Jun 12 12
Tue Jun 12 12               Wed Jun 13 12
Wed Jun 13 12                 Thu Jun 14 12
Thu Jun 14 12                   Fri Jun 15 12
Fri Jun 15 12               Mon Jun 18 12
Mon Jun 18 12                 Tue Jun 19 12
Tue Jun 19 12               Wed Jun 20 12
Wed Jun 20 12                 Thu Jun 21 12
Thu Jun 21 12                   Fri Jun 22 12
Fri Jun 22 12               Mon Jun 25 12
Mon Jun 25 12                 Tue Jun 26 12
Tue Jun 26 12               Wed Jun 27 12
Wed Jun 27 12                 Thu Jun 28 12
Thu Jun 28 12                   Fri Jun 29 12
Fri Jun 29 12                Mon Jul 02 12
Mon Jul 02 12                  Tue Jul 03 12
Tue Jul 03 12                  Thu Jul 05 12
Thu Jul 05 12                    Fri Jul 06 12
Fri Jul 06 12                Mon Jul 09 12
Mon Jul 09 12                  Tue Jul 10 12
Tue Jul 10 12                 Wed Jul 11 12
Wed Jul 11 12                  Thu Jul 12 12
Thu Jul 12 12                    Fri Jul 13 12
Fri Jul 13 12                Mon Jul 16 12
Mon Jul 16 12                  Tue Jul 17 12
Tue Jul 17 12                 Wed Jul 18 12
Wed Jul 18 12                  Thu Jul 19 12
Thu Jul 19 12                    Fri Jul 20 12
Fri Jul 20 12                Mon Jul 23 12
Mon Jul 23 12                  Tue Jul 24 12
Tue Jul 24 12                 Wed Jul 25 12
Wed Jul 25 12                  Thu Jul 26 12
Thu Jul 26 12                    Fri Jul 27 12
Fri Jul 27 12                Mon Jul 30 12
Mon Jul 30 12                  Tue Jul 31 12
Tue Jul 31 12              Wed Aug 01 12
Wed Aug 01 12                Thu Aug 02 12
Thu Aug 02 12                  Fri Aug 03 12
Fri Aug 03 12              Mon Aug 06 12
Mon Aug 06 12                Tue Aug 07 12
Tue Aug 07 12              Wed Aug 08 12
Wed Aug 08 12                Thu Aug 09 12
Thu Aug 09 12                  Fri Aug 10 12
Fri Aug 10 12              Mon Aug 13 12
Mon Aug 13 12                Tue Aug 14 12
Tue Aug 14 12              Wed Aug 15 12
Wed Aug 15 12                Thu Aug 16 12
Thu Aug 16 12                  Fri Aug 17 12
Fri Aug 17 12              Mon Aug 20 12
Mon Aug 20 12                Tue Aug 21 12
Tue Aug 21 12              Wed Aug 22 12
Wed Aug 22 12                Thu Aug 23 12
Thu Aug 23 12                  Fri Aug 24 12
Fri Aug 24 12              Mon Aug 27 12
Mon Aug 27 12                Tue Aug 28 12
Tue Aug 28 12              Wed Aug 29 12
Wed Aug 29 12                Thu Aug 30 12
Thu Aug 30 12                  Fri Aug 31 12
Fri Aug 31 12                Tue Sep 04 12
Tue Sep 04 12               Wed Sep 05 12
Wed Sep 05 12                Thu Sep 06 12
Thu Sep 06 12                   Fri Sep 07 12
Thu Sep 06 12                   Fri Sep 07 12
Fri Sep 07 12               Mon Sep 10 12
Mon Sep 10 12                 Tue Sep 11 12
Tue Sep 11 12               Wed Sep 12 12
Wed Sep 12 12                Thu Sep 13 12
Thu Sep 13 12                   Fri Sep 14 12
Fri Sep 14 12               Mon Sep 17 12
Mon Sep 17 12                 Tue Sep 18 12
Tue Sep 18 12               Wed Sep 19 12
Wed Sep 19 12                Thu Sep 20 12
Thu Sep 20 12                   Fri Sep 21 12
Fri Sep 21 12               Mon Sep 24 12
Mon Sep 24 12                 Tue Sep 25 12
Tue Sep 25 12               Wed Sep 26 12
Wed Sep 26 12                Thu Sep 27 12
Thu Sep 27 12                   Fri Sep 28 12
Fri Sep 28 12               Mon Oct 01 12
Mon Oct 01 12                 Tue Oct 02 12
Tue Oct 02 12               Wed Oct 03 12
Wed Oct 03 12                 Thu Oct 04 12
Thu Oct 04 12                   Fri Oct 05 12
Fri Oct 05 12                 Tue Oct 09 12
Tue Oct 09 12               Wed Oct 10 12
Wed Oct 10 12                 Thu Oct 11 12
Thu Oct 11 12                   Fri Oct 12 12
Fri Oct 12 12               Mon Oct 15 12
Mon Oct 15 12                 Tue Oct 16 12
Tue Oct 16 12               Wed Oct 17 12
Wed Oct 17 12                 Thu Oct 18 12

	Friday, May 25, 2012                            Saturday, May 26, 2012                            Sunday, May 27, 2012
Monday, May 28, 2012
Tuesday, May 29, 2012
Wednesday, May 30, 2012
Thursday, May 31, 2012
Monday, June 04, 2012
Friday, June 01, 2012                           Saturday, June 02, 2012                            Sunday, June 03, 2012
Tuesday, June 05, 2012
Wednesday, June 06, 2012
Thursday, June 07, 2012
Monday, June 11, 2012
Friday, June 08, 2012                           Saturday, June 09, 2012                            Sunday, June 10, 2012
Tuesday, June 12, 2012
Wednesday, June 13, 2012
Thursday, June 14, 2012
Monday, June 18, 2012
Friday, June 15, 2012                           Saturday, June 16, 2012                            Sunday, June 17, 2012
Tuesday, June 19, 2012
Wednesday, June 20, 2012
Thursday, June 21, 2012
Monday, June 25, 2012

	Friday, June 22, 2012                           Saturday, June 23, 2012
	Sunday, June 24, 2012

	Tuesday, June 26, 2012
Wednesday, June 27, 2012
Thursday, June 28, 2012
Friday, June 29, 2012                           Saturday, June 30, 2012                             Sunday, July 01, 2012
Monday, July 02, 2012
Tuesday, July 03, 2012
Wednesday, July 04, 2012                            Thursday, July 05, 2012
Monday, July 09, 2012
Friday, July 06, 2012                             Saturday, July 07, 2012                             Sunday, July 08, 2012
Tuesday, July 10, 2012
Wednesday, July 11, 2012
Thursday, July 12, 2012
Monday, July 16, 2012
Friday, July 13, 2012                             Saturday, July 14, 2012                             Sunday, July 15, 2012
Tuesday, July 17, 2012
Wednesday, July 18, 2012
Thursday, July 19, 2012
Monday, July 23, 2012
Friday, July 20, 2012                             Saturday, July 21, 2012                             Sunday, July 22, 2012
Tuesday, July 24, 2012
Wednesday, July 25, 2012









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


	
				
	Thursday, July 26, 2012
Monday, July 30, 2012
Friday, July 27, 2012                             Saturday, July 28, 2012                             Sunday, July 29, 2012
Tuesday, July 31, 2012
Wednesday, August 01, 2012
Thursday, August 02, 2012
Monday, August 06, 2012
Friday, August 03, 2012                       Saturday, August 04, 2012                       Sunday, August 05, 2012
Tuesday, August 07, 2012
Wednesday, August 08, 2012
Thursday, August 09, 2012
Monday, August 13, 2012
Friday, August 10, 2012                       Saturday, August 11, 2012                       Sunday, August 12, 2012
Tuesday, August 14, 2012
Wednesday, August 15, 2012
Thursday, August 16, 2012
Monday, August 20, 2012
Friday, August 17, 2012                       Saturday, August 18, 2012                       Sunday, August 19, 2012
Tuesday, August 21, 2012
Wednesday, August 22, 2012
Thursday, August 23, 2012
Monday, August 27, 2012

	Friday, August 24, 2012
	August 25, 2012

	Tuesday, August 28, 2012
Wednesday, August 29, 2012
Thursday, August 30, 2012
Friday, August 31, 2012                Saturday, September 01, 2012                Sunday, September 02, 2012
Monday, September 03, 2012
Tuesday, September 04, 2012
Wednesday, September 05, 2012
Thursday, September 06, 2012
Monday, September 10, 2012
Friday, September 07, 2012                Saturday, September 08, 2012                Sunday, September 09, 2012
Tuesday, September 11, 2012
Wednesday, September 12, 2012
Thursday, September 13, 2012
Monday, September 17, 2012
Friday, September 14, 2012                Saturday, September 15, 2012                Sunday, September 16, 2012
Tuesday, September 18, 2012
Wednesday, September 19, 2012
Thursday, September 20, 2012
Monday, September 24, 2012
Friday, September 21, 2012                Saturday, September 22, 2012                Sunday, September 23, 2012

	Tuesday, September 25, 2012
Wednesday, September 26, 2012
Thursday, September 27, 2012
Monday, October 01, 2012
Friday, September 28, 2012               Saturday, September 29, 2012               Sunday, September 30, 2012
Tuesday, October 02, 2012
Wednesday, October 03, 2012
Thursday, October 04, 2012
Friday, October 05, 2012                     Saturday, October 06, 2012                     Sunday, October 07, 2012
Monday, October 08, 2012                      Tuesday, October 09, 2012
Wednesday, October 10, 2012
Thursday, October 11, 2012
Monday, October 15, 2012











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




	
		
	Weights
	True Up Dates        Split True Up Date

	1.00
	11/20/2012

	1.00
	11/20/2012

	1.00
	11/20/2012

	1.00
	11/20/2012

	1.00
	11/20/2012

	1.00
	11/20/2012

	1.00
	11/20/2012

	1.00
	11/20/2012

	1.00
	11/20/2012

	1.00
	12/20/2012

	1.00
	12/20/2012

	1.00
	12/20/2012

	1.00
	12/20/2012

	1.00
	12/20/2012

	1.00
	12/20/2012

	1.33
	12/20/2012

	1.00
	12/20/2012

	1.00
	12/20/2012

	1.00
	12/20/2012

	1.00
	12/20/2012

	0.50
	12/20/2012

	1.00
	12/20/2012

	2.00
	12/20/2012

	1.00
	12/20/2012

	1.00
	12/20/2012

	1.00
	12/20/2012

	1.00
	12/20/2012

	1.00
	12/20/2012

	0.75
	1/3 Dec 20, 2012   2/3 Jan 20,2013

	0.75
	1/3 Dec 20, 2012   2/3 Jan 20,2013

	1.00
	1/21/2013

	1.00
	1/21/2013

	1.00
	1/21/2013

	1.00
	1/21/2013

	1.00
	1/21/2013

	1.00
	1/21/2013

	1.00
	1/21/2013

	1.00
	1/21/2013

	1.00
	1/21/2013

	1.00
	1/21/2013

	1.00
	1/21/2013

	1.00
	1/21/2013

	1.00
	1/21/2013

	1.00
	1/21/2013

	1.00
	1/21/2013

	2.00
	1/21/2013

	1.00
	1/21/2013

	1.00
	1/21/2013

	1.00
	1/21/2013

	2.00
	1/2 Jan 20, 2013    1/2 Feb 20, 2013

	0.33
	2/20/2013

	1.00
	2/20/2013

	1.00
	2/20/2013

	1.00
	2/20/2013

	1.00
	2/20/2013

	1.00
	2/20/2013

	1.00
	2/20/2013

	1.00
	2/20/2013

	1.00
	2/20/2013

	1.00
	2/20/2013

	1.00
	2/20/2013

	1.00
	2/20/2013

	1.33
	2/20/2013

	1.00
	2/20/2013

	1.00
	2/20/2013

	1.00
	2/20/2013

	1.00
	2/20/2013

	0.50
	2/20/2013

	1.00
	2/20/2013

	1.00
	2/20/2013

	1.00
	2/20/2013

	1.00
	3/20/2013

	1.00
	3/20/2013

	1.00
	3/20/2013

	1.00
	3/20/2013

	1.00
	3/20/2013

	1.00
	3/20/2013









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


	
		
	1.00
	3/20/2013

	1.00
	3/20/2013

	1.00
	3/20/2013

	1.00
	3/20/2013

	1.33
	3/20/2013

	1.00
	3/20/2013

	1.00
	3/20/2013

	1.00
	3/20/2013

	1.00
	3/20/2013

	0.50
	3/20/2013

	1.00
	3/20/2013

	1.00
	3/20/2013

	1.00
	3/20/2013

	1.00
	4/19/2013

	1.00
	4/19/2013

	1.00
	4/19/2013

	1.00
	4/19/2013

	1.00
	4/19/2013

	1.00
	4/19/2013

	1.00
	4/19/2013

	1.00
	4/19/2013

	1.00
	4/19/2013

	1.00
	4/19/2013






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

	Friday, October 12, 2012                     Saturday, October 13, 2012                     Sunday, October 14, 2012
Tuesday, October 16, 2012
Wednesday, October 17, 2012
Thursday, October 18, 2012
Monday, October 22, 2012
Friday, October 19, 2012                     Saturday, October 20, 2012                     Sunday, October 21, 2012
Tuesday, October 23, 2012
Wednesday, October 24, 2012
Thursday, October 25, 2012
	Thu Oct 18 12                   Fri Oct 19 12
Fri Oct 19 12               Mon Oct 22 12
Mon Oct 22 12                 Tue Oct 23 12
Tue Oct 23 12               Wed Oct 24 12
Wed Oct 24 12                 Thu Oct 25 12
Thu Oct 25 12                   Fri Oct 26 12
Fri Oct 26 12               Mon Oct 29 12
Mon Oct 29 12                 Tue Oct 30 12
Tue Oct 30 12               Wed Oct 31 12
Wed Oct 31 12                Thu Nov 01 12
Thu Nov 01 12                  Fri Nov 02 12
Fri Nov 02 12              Mon Nov 05 12
Mon Nov 05 12                Tue Nov 06 12
Tue Nov 06 12              Wed Nov 07 12
Wed Nov 07 12                Thu Nov 08 12
Thu Nov 08 12                  Fri Nov 09 12
Fri Nov 09 12                Tue Nov 13 12
Tue Nov 13 12              Wed Nov 14 12
Wed Nov 14 12                Thu Nov 15 12
Thu Nov 15 12                  Fri Nov 16 12
Fri Nov 16 12              Mon Nov 19 12
Mon Nov 19 12                Tue Nov 20 12
Tue Nov 20 12              Wed Nov 21 12
Wed Nov 21 12                  Fri Nov 23 12
Fri Nov 23 12              Mon Nov 26 12
Mon Nov 26 12                Tue Nov 27 12
Tue Nov 27 12              Wed Nov 28 12
Wed Nov 28 12                Thu Nov 29 12
Thu Nov 29 12                  Fri Nov 30 12
Thu Nov 29 12                  Fri Nov 30 12
Fri Nov 30 12              Mon Dec 03 12
Mon Dec 03 12                Tue Dec 04 12
Tue Dec 04 12               Wed Dec 05 12
Wed Dec 05 12                Thu Dec 06 12
Thu Dec 06 12                   Fri Dec 07 12
Fri Dec 07 12              Mon Dec 10 12
Mon Dec 10 12                Tue Dec 11 12
Tue Dec 11 12               Wed Dec 12 12
Wed Dec 12 12                Thu Dec 13 12
Thu Dec 13 12                   Fri Dec 14 12
Fri Dec 14 12              Mon Dec 17 12
Mon Dec 17 12                Tue Dec 18 12
Tue Dec 18 12               Wed Dec 19 12
Wed Dec 19 12                Thu Dec 20 12
Thu Dec 20 12                   Fri Dec 21 12
Fri Dec 21 12              Mon Dec 24 12
Mon Dec 24 12              Wed Dec 26 12
Wed Dec 26 12                Thu Dec 27 12
Thu Dec 27 12                   Fri Dec 28 12
Fri Dec 28 12              Mon Dec 31 12
Mon Dec 31 12               Wed Jan 02 13
Wed Jan 02 13                 Thu Jan 03 13
Thu Jan 03 13                   Fri Jan 04 13
Fri Jan 04 13               Mon Jan 07 13
Mon Jan 07 13                 Tue Jan 08 13
Tue Jan 08 13               Wed Jan 09 13
Wed Jan 09 13                 Thu Jan 10 13
Thu Jan 10 13                   Fri Jan 11 13
Fri Jan 11 13               Mon Jan 14 13
Mon Jan 14 13                 Tue Jan 15 13
Tue Jan 15 13               Wed Jan 16 13
Wed Jan 16 13                 Thu Jan 17 13
Thu Jan 17 13                   Fri Jan 18 13
Fri Jan 18 13                 Tue Jan 22 13
Tue Jan 22 13               Wed Jan 23 13
Wed Jan 23 13                 Thu Jan 24 13
Thu Jan 24 13                   Fri Jan 25 13
Fri Jan 25 13               Mon Jan 28 13
Mon Jan 28 13                 Tue Jan 29 13
Tue Jan 29 13               Wed Jan 30 13
Wed Jan 30 13                 Thu Jan 31 13
Thu Jan 31 13                   Fri Feb 01 13
Fri Feb 01 13               Mon Feb 04 13
Mon Feb 04 13                 Tue Feb 05 13
Tue Feb 05 13               Wed Feb 06 13
Wed Feb 06 13                Thu Feb 07 13
Thu Feb 07 13                   Fri Feb 08 13
Fri Feb 08 13               Mon Feb 11 13
Mon Feb 11 13                 Tue Feb 12 13
Tue Feb 12 13               Wed Feb 13 13
Wed Feb 13 13                Thu Feb 14 13
Thu Feb 14 13                  Fri Feb 15 13
Fri Feb 15 13                Tue Feb 19 13
Tue Feb 19 13               Wed Feb 20 13
Wed Feb 20 13                Thu Feb 21 13
Thu Feb 21 13                   Fri Feb 22 13
Fri Feb 22 13               Mon Feb 25 13
Mon Feb 25 13                 Tue Feb 26 13
Tue Feb 26 13               Wed Feb 27 13
Wed Feb 27 13                Thu Feb 28 13
Thu Feb 28 13                  Fri Mar 01 13
Fri Mar 01 13              Mon Mar 04 13
Mon Mar 04 13                Tue Mar 05 13
Tue Mar 05 13              Wed Mar 06 13
Wed Mar 06 13               Thu Mar 07 13
Thu Mar 07 13                  Fri Mar 08 13
Fri Mar 08 13              Mon Mar 11 13
Mon Mar 11 13                Tue Mar 12 13
Tue Mar 12 13              Wed Mar 13 13
Wed Mar 13 13               Thu Mar 14 13

	Monday, October 29, 2012
Friday, October 26, 2012                     Saturday, October 27, 2012                     Sunday, October 28, 2012
Tuesday, October 30, 2012
Wednesday, October 31, 2012
Thursday, November 01, 2012
Monday, November 05, 2012
Friday, November 02, 2012                Saturday, November 03, 2012                Sunday, November 04, 2012
Tuesday, November 06, 2012
Wednesday, November 07, 2012
Thursday, November 08, 2012
Friday, November 09, 2012                Saturday, November 10, 2012                 Sunday, November 11, 2012
Monday, November 12, 2012                  Tuesday, November 13, 2012
Wednesday, November 14, 2012
Thursday, November 15, 2012
Friday, November 16, 2012                Saturday, November 17, 2012                 Sunday, November 18, 2012
Monday, November 19, 2012
Tuesday, November 20, 2012
Wednesday, November 21, 2012
Monday, November 26, 2012
Thursday, November 22, 2012

	Friday, November 23, 2012                Saturday, November 24, 2012                 Sunday, November 25, 2012
Tuesday, November 27, 2012
Wednesday, November 28, 2012
Thursday, November 29, 2012
Monday, December 03, 2012
Friday, November 30, 2012                 Saturday, December 01, 2012                 Sunday, December 02, 2012
Tuesday, December 04, 2012
Wednesday, December 05, 2012
Thursday, December 06, 2012
Monday, December 10, 2012
Friday, December 07, 2012                 Saturday, December 08, 2012                 Sunday, December 09, 2012
Tuesday, December 11, 2012
Wednesday, December 12, 2012
Thursday, December 13, 2012
Monday, December 17, 2012
Friday, December 14, 2012                 Saturday, December 15, 2012                 Sunday, December 16, 2012
Tuesday, December 18, 2012
Wednesday, December 19, 2012
Thursday, December 20, 2012
Friday, December 21, 2012                 Saturday, December 22, 2012                 Sunday, December 23, 2012

	Monday, December 24, 2012
	 









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


	
			
	Tuesday, December 25, 2012            Wednesday, December 26, 2012              Thursday, December 27, 2012
Monday, December 31, 2012
Friday, December 28, 2012                 Saturday, December 29, 2012                 Sunday, December 30, 2012
Tuesday, January 01, 2013
Wednesday, January 02, 2013
Thursday, January 03, 2013
Monday, January 07, 2013
Friday, January 04, 2013                     Saturday, January 05, 2013                      Sunday, January 06, 2013
Tuesday, January 08, 2013
Wednesday, January 09, 2013
Thursday, January 10, 2013
Monday, January 14, 2013
Friday, January 11, 2013                     Saturday, January 12, 2013                     Sunday, January 13, 2013
Tuesday, January 15, 2013
Wednesday, January 16, 2013
Thursday, January 17, 2013
Friday, January 18, 2013                     Saturday, January 19, 2013                      Sunday, January 20, 2013
Monday, January 21, 2013                       Tuesday, January 22, 2013
Wednesday, January 23, 2013
Thursday, January 24, 2013
Monday, January 28, 2013

	Friday, January 25, 2013                     Saturday, January 26, 2013                      Sunday, January 27, 2013
Tuesday, January 29, 2013
Wednesday, January 30, 2013
Thursday, January 31, 2013
Monday, February 04, 2013
Friday, February 01, 2013                   Saturday, February 02, 2013                   Sunday, February 03, 2013
Tuesday, February 05, 2013
Wednesday, February 06, 2013
Thursday, February 07, 2013
Monday, February 11, 2013
Friday, February 08, 2013                   Saturday, February 09, 2013                   Sunday, February 10, 2013
Tuesday, February 12, 2013
Wednesday, February 13, 2013
Thursday, February 14, 2013
Friday, February 15, 2013                   Saturday, February 16, 2013                   Sunday, February 17, 2013
Monday, February 18, 2013                    Tuesday, February 19, 2013
Wednesday, February 20, 2013
Thursday, February 21, 2013
Monday, February 25, 2013

	Friday, February 22, 2013                   Saturday, February 23, 2013                   Sunday, February 24, 2013
Tuesday, February 26, 2013
Wednesday, February 27, 2013
Thursday, February 28, 2013
Monday, March 04, 2013
Friday, March 01, 2013                        Saturday, March 02, 2013                        Sunday, March 03, 2013
Tuesday, March 05, 2013
Wednesday, March 06, 2013
Thursday, March 07, 2013
Monday, March 11, 2013











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




	
			
	Weights
	True Up Dates
	Split True Up Date

	1.00
	4/19/2013
	 

	1.00
	4/19/2013
	 

	1.00
	4/19/2013
	 

	1.00
	4/19/2013
	 

	1.00
	4/19/2013
	 

	1.00
	4/19/2013
	 

	1.00
	4/19/2013
	 

	1.00
	4/19/2013
	 

	1.00
	4/19/2013
	 

	1.00
	4/19/2013
	 

	1.00
	4/19/2013
	 

	1.00
	5/20/2013
	 

	1.00
	5/20/2013
	 

	1.00
	5/20/2013
	 

	1.00
	5/20/2013
	 

	1.00
	5/20/2013
	 

	1.00
	5/20/2013
	 

	1.00
	5/20/2013
	 

	1.00
	5/20/2013
	 

	1.00
	5/20/2013
	 

	1.00
	5/20/2013
	 

	1.00
	5/20/2013
	 

	1.00
	5/20/2013
	 

	1.00
	5/20/2013
	 

	1.00
	5/20/2013
	 

	1.00
	5/20/2013
	 

	1.00
	5/20/2013
	 

	1.00
	5/20/2013
	 

	1.00
	5/20/2013
	 

	1.00
	5/20/2013
	 

	1.00
	5/20/2013
	 

	1.00
	5/20/2013
	 

	1.00
	5/20/2013
	 

	1.00
	6/20/2013
	 

	1.00
	6/20/2013
	 

	1.00
	6/20/2013
	 

	1.00
	6/20/2013
	 

	1.00
	6/20/2013
	 

	1.00
	6/20/2013
	 

	1.00
	6/20/2013
	 

	1.00
	6/20/2013
	 

	1.00
	6/20/2013
	 

	1.00
	6/20/2013
	 

	1.00
	6/20/2013
	 

	1.00
	6/20/2013
	 

	1.00
	6/20/2013
	 

	1.00
	6/20/2013
	 

	1.00
	6/20/2013
	 

	1.00
	6/20/2013
	 

	1.00
	6/20/2013
	 

	1.33
	6/20/2013
	 

	1.00
	6/20/2013
	 

	1.00
	6/20/2013
	 

	1.00
	6/20/2013
	 

	1.00
	6/20/2013
	 











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


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

	Friday, March 08, 2013                        Saturday, March 09, 2013                        Sunday, March 10, 2013
Tuesday, March 12, 2013
Wednesday, March 13, 2013
Thursday, March 14, 2013
Monday, March 18, 2013
Friday, March 15, 2013                        Saturday, March 16, 2013                        Sunday, March 17, 2013
Tuesday, March 19, 2013
Wednesday, March 20, 2013
Thursday, March 21, 2013
Friday, March 22, 2013                        Saturday, March 23, 2013                        Sunday, March 24, 2013
Monday, March 25, 2013
	Thu Mar 14 13                  Fri Mar 15 13
Fri Mar 15 13              Mon Mar 18 13
Mon Mar 18 13                Tue Mar 19 13
Tue Mar 19 13              Wed Mar 20 13
Wed Mar 20 13               Thu Mar 21 13
Thu Mar 21 13                  Fri Mar 22 13
Fri Mar 22 13              Mon Mar 25 13
Mon Mar 25 13                Tue Mar 26 13
Tue Mar 26 13              Wed Mar 27 13
Wed Mar 27 13               Thu Mar 28 13
Wed Mar 27 13               Thu Mar 28 13
Thu Mar 28 13               Mon Apr 01 13
Mon Apr 01 13                 Tue Apr 02 13
Tue Apr 02 13               Wed Apr 03 13
Wed Apr 03 13                Thu Apr 04 13
Thu Apr 04 13                   Fri Apr 05 13
Fri Apr 05 13               Mon Apr 08 13
Mon Apr 08 13                 Tue Apr 09 13
Tue Apr 09 13               Wed Apr 10 13
Wed Apr 10 13                Thu Apr 11 13
Thu Apr 11 13                   Fri Apr 12 13
Fri Apr 12 13               Mon Apr 15 13
Mon Apr 15 13                 Tue Apr 16 13
Tue Apr 16 13               Wed Apr 17 13
Wed Apr 17 13                Thu Apr 18 13
Thu Apr 18 13                   Fri Apr 19 13
Fri Apr 19 13               Mon Apr 22 13
Mon Apr 22 13                 Tue Apr 23 13
Tue Apr 23 13               Wed Apr 24 13
Wed Apr 24 13                Thu Apr 25 13
Thu Apr 25 13                   Fri Apr 26 13
Fri Apr 26 13               Mon Apr 29 13
Mon Apr 29 13                 Tue Apr 30 13
Tue Apr 30 13             Wed May 01 13
Wed May 01 13               Thu May 02 13
Thu May 02 13                 Fri May 03 13
Fri May 03 13             Mon May 06 13
Mon May 06 13               Tue May 07 13
Tue May 07 13             Wed May 08 13
Wed May 08 13               Thu May 09 13
Thu May 09 13                 Fri May 10 13
Fri May 10 13             Mon May 13 13
Mon May 13 13               Tue May 14 13
Tue May 14 13             Wed May 15 13
Wed May 15 13               Thu May 16 13
Thu May 16 13                 Fri May 17 13
Fri May 17 13             Mon May 20 13
Mon May 20 13               Tue May 21 13
Tue May 21 13             Wed May 22 13
Wed May 22 13               Thu May 23 13
Thu May 23 13                 Fri May 24 13
Fri May 24 13               Tue May 28 13
Tue May 28 13             Wed May 29 13
Wed May 29 13               Thu May 30 13
Thu May 30 13                 Fri May 31 13

	Tuesday, March 26, 2013
Wednesday, March 27, 2013
Thursday, March 28, 2013
Monday, April 01, 2013
Friday, March 29, 2013                        Saturday, March 30, 2013                        Sunday, March 31, 2013
Tuesday, April 02, 2013
Wednesday, April 03, 2013
Thursday, April 04, 2013
Monday, April 08, 2013
Friday, April 05, 2013                           Saturday, April 06, 2013                           Sunday, April 07, 2013
Tuesday, April 09, 2013
Wednesday, April 10, 2013
Thursday, April 11, 2013
Monday, April 15, 2013
Friday, April 12, 2013                           Saturday, April 13, 2013                           Sunday, April 14, 2013
Tuesday, April 16, 2013
Wednesday, April 17, 2013
Thursday, April 18, 2013
Monday, April 22, 2013
Friday, April 19, 2013                           Saturday, April 20, 2013                           Sunday, April 21, 2013
Tuesday, April 23, 2013
Wednesday, April 24, 2013

	Thursday, April 25, 2013
Monday, April 29, 2013
Friday, April 26, 2013                           Saturday, April 27, 2013                           Sunday, April 28, 2013
Tuesday, April 30, 2013
Wednesday, May 01, 2013
Thursday, May 02, 2013
Monday, May 06, 2013
Friday, May 03, 2013                            Saturday, May 04, 2013                            Sunday, May 05, 2013
Tuesday, May 07, 2013
Wednesday, May 08, 2013
Thursday, May 09, 2013
Monday, May 13, 2013
Friday, May 10, 2013                            Saturday, May 11, 2013                            Sunday, May 12, 2013
Tuesday, May 14, 2013
Wednesday, May 15, 2013
Thursday, May 16, 2013
Monday, May 20, 2013
Friday, May 17, 2013                           Saturday, May 18, 2013                            Sunday, May 19, 2013
Tuesday, May 21, 2013
Wednesday, May 22, 2013
Thursday, May 23, 2013
Friday, May 24, 2013











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




	
							
	Row Number
	Flow Date
	Invoice Date
	Payment Date
	True Up Date
	Payment Factor
	TrueUp Factor

	1
	27-Mar-12
	30-Mar-12
	2-Apr-12
	21-May-12
	2.00
	1.00

	2
	28-Mar-12
	2-Apr-12
	3-Apr-12
	21-May-12
	1.00
	1.00

	3
	29-Mar-12
	3-Apr-12
	4-Apr-12
	21-May-12
	1.00
	1.00

	4
	2-Apr-12
	4-Apr-12
	5-Apr-12
	21-May-12
	1.00
	1.00

	5
	30-Mar-12
	4-Apr-12
	5-Apr-12
	21-May-12
	1.00
	1.00

	6
	31-Mar-12
	4-Apr-12
	5-Apr-12
	21-May-12
	1.00
	1.00

	7
	1-Apr-12
	4-Apr-12
	5-Apr-12
	21-May-12
	1.00
	1.00

	8
	3-Apr-12
	5-Apr-12
	9-Apr-12
	21-May-12
	1.00
	1.00

	9
	4-Apr-12
	9-Apr-12
	10-Apr-12
	21-May-12
	1.00
	1.00

	10
	5-Apr-12
	10-Apr-12
	11-Apr-12
	21-May-12
	1.00
	1.00

	11
	9-Apr-12
	11-Apr-12
	12-Apr-12
	21-May-12
	1.00
	1.00

	12
	6-Apr-12
	12-Apr-12
	13-Apr-12
	21-May-12
	1.00
	1.00

	13
	7-Apr-12
	12-Apr-12
	13-Apr-12
	21-May-12
	1.00
	1.00

	14
	8-Apr-12
	12-Apr-12
	13-Apr-12
	21-May-12
	1.00
	1.00

	15
	10-Apr-12
	13-Apr-12
	16-Apr-12
	21-May-12
	1.00
	1.00

	16
	11-Apr-12
	16-Apr-12
	17-Apr-12
	21-May-12
	1.00
	1.00

	17
	12-Apr-12
	17-Apr-12
	18-Apr-12
	21-May-12
	1.00
	1.00

	18
	16-Apr-12
	18-Apr-12
	19-Apr-12
	21-May-12
	1.00
	1.00

	19
	13-Apr-12
	19-Apr-12
	20-Apr-12
	21-May-12
	1.00
	1.00

	20
	14-Apr-12
	19-Apr-12
	20-Apr-12
	21-May-12
	1.00
	1.00

	21
	15-Apr-12
	19-Apr-12
	20-Apr-12
	21-May-12
	1.00
	1.00

	22
	17-Apr-12
	20-Apr-12
	23-Apr-12
	21-May-12
	1.00
	1.00

	23
	18-Apr-12
	23-Apr-12
	24-Apr-12
	21-May-12
	1.00
	1.00

	24
	19-Apr-12
	24-Apr-12
	25-Apr-12
	21-May-12
	1.00
	1.00

	25
	23-Apr-12
	25-Apr-12
	26-Apr-12
	21-May-12
	1.00
	1.00

	26
	20-Apr-12
	26-Apr-12
	27-Apr-12
	21-May-12
	1.00
	1.00

	27
	21-Apr-12
	26-Apr-12
	27-Apr-12
	21-May-12
	1.00
	1.00

	28
	22-Apr-12
	26-Apr-12
	27-Apr-12
	21-May-12
	1.00
	1.00









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


	
							
	29
	24-Apr-12
	27-Apr-12
	30-Apr-12
	21-May-12
	1.00
	1.00

	30
	25-Apr-12
	30-Apr-12
	1-May-12
	20-Jun-12
	1.00
	1.00

	31
	26-Apr-12
	1-May-12
	2-May-12
	20-Jun-12
	1.00
	1.00

	32
	30-Apr-12
	2-May-12
	3-May-12
	20-Jun-12
	1.00
	1.00

	33
	27-Apr-12
	3-May-12
	4-May-12
	20-Jun-12
	1.00
	1.00

	34
	28-Apr-12
	3-May-12
	4-May-12
	20-Jun-12
	1.00
	1.00

	35
	29-Apr-12
	3-May-12
	4-May-12
	20-Jun-12
	1.00
	1.00

	36
	1-May-12
	4-May-12
	7-May-12
	20-Jun-12
	1.00
	1.00

	37
	2-May-12
	7-May-12
	8-May-12
	20-Jun-12
	1.00
	1.00

	38
	3-May-12
	8-May-12
	9-May-12
	20-Jun-12
	1.00
	1.00

	39
	7-May-12
	9-May-12
	10-May-12
	20-Jun-12
	1.00
	1.00

	40
	4-May-12
	10-May-12
	11-May-12
	20-Jun-12
	1.00
	1.00

	41
	5-May-12
	10-May-12
	11-May-12
	20-Jun-12
	1.00
	1.00

	42
	6-May-12
	10-May-12
	11-May-12
	20-Jun-12
	1.00
	1.00

	43
	8-May-12
	11-May-12
	14-May-12
	20-Jun-12
	1.00
	1.00

	44
	9-May-12
	14-May-12
	15-May-12
	20-Jun-12
	1.00
	1.00

	45
	10-May-12
	15-May-12
	16-May-12
	20-Jun-12
	1.00
	1.00

	46
	14-May-12
	16-May-12
	17-May-12
	20-Jun-12
	1.00
	1.00

	47
	11-May-12
	17-May-12
	18-May-12
	20-Jun-12
	1.00
	1.00

	48
	12-May-12
	17-May-12
	18-May-12
	20-Jun-12
	1.00
	1.00

	49
	13-May-12
	17-May-12
	18-May-12
	20-Jun-12
	1.00
	1.00

	50
	15-May-12
	18-May-12
	21-May-12
	20-Jun-12
	1.00
	1.00











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




	
							
	Row Number
	Flow Date
	Invoice Date
	Payment Date
	True Up Date
	Payment Factor
	TrueUp Factor

	51
	16-May-12
	21-May-12
	22-May-12
	20-Jun-12
	1.00
	1.00

	52
	17-May-12
	22-May-12
	23-May-12
	20-Jun-12
	1.00
	1.00

	53
	21-May-12
	23-May-12
	24-May-12
	20-Jun-12
	1.00
	1.00

	54
	18-May-12
	24-May-12
	25-May-12
	20-Jun-12
	1.33
	1.00

	55
	19-May-12
	24-May-12
	25-May-12
	20-Jun-12
	1.33
	1.00

	56
	20-May-12
	24-May-12
	25-May-12
	20-Jun-12
	1.33
	1.00

	57
	22-May-12
	25-May-12
	29-May-12
	20-Jun-12
	1.00
	1.00

	58
	23-May-12
	29-May-12
	30-May-12
	20-Jun-12
	1.00
	1.00

	59
	24-May-12
	30-May-12
	31-May-12
	20-Jun-12
	1.00
	1.00

	60
	25-May-12
	31-May-12
	1-Jun-12
	20-Jul-12
	0.75
	1.00

	61
	26-May-12
	31-May-12
	1-Jun-12
	20-Jul-12
	0.75
	1.00

	62
	27-May-12
	31-May-12
	1-Jun-12
	20-Jul-12
	0.75
	1.00

	63
	28-May-12
	31-May-12
	1-Jun-12
	20-Jul-12
	0.75
	1.00

	64
	29-May-12
	1-Jun-12
	4-Jun-12
	20-Jul-12
	1.00
	1.00

	65
	30-May-12
	4-Jun-12
	5-Jun-12
	20-Jul-12
	1.00
	1.00

	66
	31-May-12
	5-Jun-12
	6-Jun-12
	20-Jul-12
	1.00
	1.00

	67
	4-Jun-12
	6-Jun-12
	7-Jun-12
	20-Jul-12
	1.00
	1.00

	68
	1-Jun-12
	7-Jun-12
	8-Jun-12
	20-Jul-12
	1.00
	1.00

	69
	2-Jun-12
	7-Jun-12
	8-Jun-12
	20-Jul-12
	1.00
	1.00

	70
	3-Jun-12
	7-Jun-12
	8-Jun-12
	20-Jul-12
	1.00
	1.00

	71
	5-Jun-12
	8-Jun-12
	11-Jun-12
	20-Jul-12
	1.00
	1.00

	72
	6-Jun-12
	11-Jun-12
	12-Jun-12
	20-Jul-12
	1.00
	1.00

	73
	7-Jun-12
	12-Jun-12
	13-Jun-12
	20-Jul-12
	1.00
	1.00

	74
	11-Jun-12
	13-Jun-12
	14-Jun-12
	20-Jul-12
	1.00
	1.00

	75
	8-Jun-12
	14-Jun-12
	15-Jun-12
	20-Jul-12
	1.00
	1.00

	76
	9-Jun-12
	14-Jun-12
	15-Jun-12
	20-Jul-12
	1.00
	1.00

	77
	10-Jun-12
	14-Jun-12
	15-Jun-12
	20-Jul-12
	1.00
	1.00

	78
	12-Jun-12
	15-Jun-12
	18-Jun-12
	20-Jul-12
	1.00
	1.00









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


	
							
	79
	13-Jun-12
	18-Jun-12
	19-Jun-12
	20-Jul-12
	1.00
	1.00

	80
	14-Jun-12
	19-Jun-12
	20-Jun-12
	20-Jul-12
	1.00
	1.00

	81
	18-Jun-12
	20-Jun-12
	21-Jun-12
	20-Jul-12
	1.00
	1.00

	82
	15-Jun-12
	21-Jun-12
	22-Jun-12
	20-Jul-12
	1.00
	1.00

	83
	16-Jun-12
	21-Jun-12
	22-Jun-12
	20-Jul-12
	1.00
	1.00

	84
	17-Jun-12
	21-Jun-12
	22-Jun-12
	20-Jul-12
	1.00
	1.00

	85
	19-Jun-12
	22-Jun-12
	25-Jun-12
	20-Jul-12
	1.00
	1.00

	86
	20-Jun-12
	25-Jun-12
	26-Jun-12
	20-Jul-12
	1.00
	1.00

	87
	21-Jun-12
	26-Jun-12
	27-Jun-12
	20-Jul-12
	1.00
	1.00

	88
	25-Jun-12
	27-Jun-12
	28-Jun-12
	20-Jul-12
	1.00
	1.00

	89
	22-Jun-12
	28-Jun-12
	29-Jun-12
	20-Jul-12
	1.00
	0.67

	90
	23-Jun-12
	28-Jun-12
	29-Jun-12
	20-Jul-12
	1.00
	0.67

	91
	24-Jun-12
	28-Jun-12
	29-Jun-12
	20-Jul-12
	1.00
	0.67

	92
	22-Jun-12
	28-Jun-12
	29-Jun-12
	20-Aug-12
	1.00
	0.33

	93
	23-Jun-12
	28-Jun-12
	29-Jun-12
	20-Aug-12
	1.00
	0.33

	94
	24-Jun-12
	28-Jun-12
	29-Jun-12
	20-Aug-12
	1.00
	0.33

	95
	26-Jun-12
	29-Jun-12
	2-Jul-12
	20-Aug-12
	1.00
	1.00

	96
	27-Jun-12
	2-Jul-12
	3-Jul-12
	20-Aug-12
	2.00
	1.00

	97
	28-Jun-12
	3-Jul-12
	5-Jul-12
	20-Aug-12
	1.00
	1.00

	98
	29-Jun-12
	5-Jul-12
	6-Jul-12
	20-Aug-12
	1.00
	1.00

	99
	30-Jun-12
	5-Jul-12
	6-Jul-12
	20-Aug-12
	1.00
	1.00

	100
	1-Jul-12
	5-Jul-12
	6-Jul-12
	20-Aug-12
	1.00
	1.00











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




	
							
	Row Number
	Flow Date
	Invoice Date
	Payment Date
	True Up Date
	Payment Factor
	TrueUp Factor

	101
	2-Jul-12
	6-Jul-12
	9-Jul-12
	20-Aug-12
	1.00
	1.00

	102
	3-Jul-12
	9-Jul-12
	10-Jul-12
	20-Aug-12
	1.00
	1.00

	103
	4-Jul-12
	10-Jul-12
	11-Jul-12
	20-Aug-12
	0.50
	1.00

	104
	5-Jul-12
	10-Jul-12
	11-Jul-12
	20-Aug-12
	0.50
	1.00

	105
	9-Jul-12
	11-Jul-12
	12-Jul-12
	20-Aug-12
	1.00
	1.00

	106
	6-Jul-12
	12-Jul-12
	13-Jul-12
	20-Aug-12
	1.00
	1.00

	107
	7-Jul-12
	12-Jul-12
	13-Jul-12
	20-Aug-12
	1.00
	1.00

	108
	8-Jul-12
	12-Jul-12
	13-Jul-12
	20-Aug-12
	1.00
	1.00

	109
	10-Jul-12
	13-Jul-12
	16-Jul-12
	20-Aug-12
	1.00
	1.00

	110
	11-Jul-12
	16-Jul-12
	17-Jul-12
	20-Aug-12
	1.00
	1.00

	111
	12-Jul-12
	17-Jul-12
	18-Jul-12
	20-Aug-12
	1.00
	1.00

	112
	16-Jul-12
	18-Jul-12
	19-Jul-12
	20-Aug-12
	1.00
	1.00

	113
	13-Jul-12
	19-Jul-12
	20-Jul-12
	20-Aug-12
	1.00
	1.00

	114
	14-Jul-12
	19-Jul-12
	20-Jul-12
	20-Aug-12
	1.00
	1.00

	115
	15-Jul-12
	19-Jul-12
	20-Jul-12
	20-Aug-12
	1.00
	1.00

	116
	17-Jul-12
	20-Jul-12
	23-Jul-12
	20-Aug-12
	1.00
	1.00

	117
	18-Jul-12
	23-Jul-12
	24-Jul-12
	20-Aug-12
	1.00
	1.00

	118
	19-Jul-12
	24-Jul-12
	25-Jul-12
	20-Aug-12
	1.00
	1.00

	119
	23-Jul-12
	25-Jul-12
	26-Jul-12
	20-Aug-12
	1.00
	1.00

	120
	20-Jul-12
	26-Jul-12
	27-Jul-12
	20-Aug-12
	1.00
	1.00









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


	
							
	121
	21-Jul-12
	26-Jul-12
	27-Jul-12
	20-Aug-12
	1.00
	1.00

	122
	22-Jul-12
	26-Jul-12
	27-Jul-12
	20-Aug-12
	1.00
	1.00

	123
	24-Jul-12
	27-Jul-12
	30-Jul-12
	20-Aug-12
	1.00
	1.00

	124
	25-Jul-12
	30-Jul-12
	31-Jul-12
	20-Aug-12
	1.00
	1.00

	125
	26-Jul-12
	31-Jul-12
	1-Aug-12
	20-Sep-12
	1.00
	1.00

	126
	30-Jul-12
	1-Aug-12
	2-Aug-12
	20-Sep-12
	1.00
	1.00

	127
	27-Jul-12
	2-Aug-12
	3-Aug-12
	20-Sep-12
	1.00
	1.00

	128
	28-Jul-12
	2-Aug-12
	3-Aug-12
	20-Sep-12
	1.00
	1.00

	129
	29-Jul-12
	2-Aug-12
	3-Aug-12
	20-Sep-12
	1.00
	1.00

	130
	31-Jul-12
	3-Aug-12
	6-Aug-12
	20-Sep-12
	1.00
	1.00

	131
	1-Aug-12
	6-Aug-12
	7-Aug-12
	20-Sep-12
	1.00
	1.00

	132
	2-Aug-12
	7-Aug-12
	8-Aug-12
	20-Sep-12
	1.00
	1.00

	133
	6-Aug-12
	8-Aug-12
	9-Aug-12
	20-Sep-12
	1.00
	1.00

	134
	3-Aug-12
	9-Aug-12
	10-Aug-12
	20-Sep-12
	1.00
	1.00

	135
	4-Aug-12
	9-Aug-12
	10-Aug-12
	20-Sep-12
	1.00
	1.00

	136
	5-Aug-12
	9-Aug-12
	10-Aug-12
	20-Sep-12
	1.00
	1.00

	137
	7-Aug-12
	10-Aug-12
	13-Aug-12
	20-Sep-12
	1.00
	1.00

	138
	8-Aug-12
	13-Aug-12
	14-Aug-12
	20-Sep-12
	1.00
	1.00

	139
	9-Aug-12
	14-Aug-12
	15-Aug-12
	20-Sep-12
	1.00
	1.00

	140
	13-Aug-12
	15-Aug-12
	16-Aug-12
	20-Sep-12
	1.00
	1.00

	141
	10-Aug-12
	16-Aug-12
	17-Aug-12
	20-Sep-12
	1.00
	1.00









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


	
							
	142
	11-Aug-12
	16-Aug-12
	17-Aug-12
	20-Sep-12
	1.00
	1.00

	143
	12-Aug-12
	16-Aug-12
	17-Aug-12
	20-Sep-12
	1.00
	1.00

	144
	14-Aug-12
	17-Aug-12
	20-Aug-12
	20-Sep-12
	1.00
	1.00

	145
	15-Aug-12
	20-Aug-12
	21-Aug-12
	20-Sep-12
	1.00
	1.00

	146
	16-Aug-12
	21-Aug-12
	22-Aug-12
	20-Sep-12
	1.00
	1.00

	147
	20-Aug-12
	22-Aug-12
	23-Aug-12
	20-Sep-12
	1.00
	1.00

	148
	17-Aug-12
	23-Aug-12
	24-Aug-12
	20-Sep-12
	1.00
	1.00

	149
	18-Aug-12
	23-Aug-12
	24-Aug-12
	20-Sep-12
	1.00
	1.00

	150
	19-Aug-12
	23-Aug-12
	24-Aug-12
	20-Sep-12
	1.00
	1.00











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




	
							
	Row Number
	Flow Date
	Invoice Date
	Payment Date
	True Up Date
	Payment Factor
	TrueUp Factor

	151
	21-Aug-12
	24-Aug-12
	27-Aug-12
	20-Sep-12
	1.00
	1.00

	152
	22-Aug-12
	27-Aug-12
	28-Aug-12
	20-Sep-12
	1.00
	1.00

	153
	23-Aug-12
	28-Aug-12
	29-Aug-12
	20-Sep-12
	1.00
	1.00

	154
	27-Aug-12
	29-Aug-12
	30-Aug-12
	20-Sep-12
	1.00
	1.00

	155
	24-Aug-12
	30-Aug-12
	31-Aug-12
	20-Sep-12
	1.33
	0.25

	156
	25-Aug-12
	30-Aug-12
	31-Aug-12
	20-Sep-12
	1.33
	0.25

	157
	26-Aug-12
	30-Aug-12
	31-Aug-12
	20-Sep-12
	1.33
	0.25

	158
	24-Aug-12
	30-Aug-12
	31-Aug-12
	19-Oct-12
	1.33
	0.75

	159
	25-Aug-12
	30-Aug-12
	31-Aug-12
	19-Oct-12
	1.33
	0.75

	160
	26-Aug-12
	30-Aug-12
	31-Aug-12
	19-Oct-12
	1.33
	0.75

	161
	28-Aug-12
	31-Aug-12
	4-Sep-12
	19-Oct-12
	1.00
	1.00

	162
	29-Aug-12
	4-Sep-12
	5-Sep-12
	19-Oct-12
	1.00
	1.00

	163
	30-Aug-12
	5-Sep-12
	6-Sep-12
	19-Oct-12
	1.00
	1.00

	164
	31-Aug-12
	6-Sep-12
	7-Sep-12
	19-Oct-12
	0.75
	1.00

	165
	1-Sep-12
	6-Sep-12
	7-Sep-12
	19-Oct-12
	0.75
	1.00

	166
	2-Sep-12
	6-Sep-12
	7-Sep-12
	19-Oct-12
	0.75
	1.00

	167
	3-Sep-12
	6-Sep-12
	7-Sep-12
	19-Oct-12
	0.75
	1.00

	168
	4-Sep-12
	7-Sep-12
	10-Sep-12
	19-Oct-12
	1.00
	1.00

	169
	5-Sep-12
	10-Sep-12
	11-Sep-12
	19-Oct-12
	1.00
	1.00

	170
	6-Sep-12
	11-Sep-12
	12-Sep-12
	19-Oct-12
	1.00
	1.00









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


	
							
	171
	10-Sep-12
	12-Sep-12
	13-Sep-12
	19-Oct-12
	1.00
	1.00

	172
	7-Sep-12
	13-Sep-12
	14-Sep-12
	19-Oct-12
	1.00
	1.00

	173
	8-Sep-12
	13-Sep-12
	14-Sep-12
	19-Oct-12
	1.00
	1.00

	174
	9-Sep-12
	13-Sep-12
	14-Sep-12
	19-Oct-12
	1.00
	1.00

	175
	11-Sep-12
	14-Sep-12
	17-Sep-12
	19-Oct-12
	1.00
	1.00

	176
	12-Sep-12
	17-Sep-12
	18-Sep-12
	19-Oct-12
	1.00
	1.00

	177
	13-Sep-12
	18-Sep-12
	19-Sep-12
	19-Oct-12
	1.00
	1.00

	178
	17-Sep-12
	19-Sep-12
	20-Sep-12
	19-Oct-12
	1.00
	1.00

	179
	14-Sep-12
	20-Sep-12
	21-Sep-12
	19-Oct-12
	1.00
	1.00

	180
	15-Sep-12
	20-Sep-12
	21-Sep-12
	19-Oct-12
	1.00
	1.00

	181
	16-Sep-12
	20-Sep-12
	21-Sep-12
	19-Oct-12
	1.00
	1.00

	182
	18-Sep-12
	21-Sep-12
	24-Sep-12
	19-Oct-12
	1.00
	1.00

	183
	19-Sep-12
	24-Sep-12
	25-Sep-12
	19-Oct-12
	1.00
	1.00

	184
	20-Sep-12
	25-Sep-12
	26-Sep-12
	19-Oct-12
	1.00
	1.00

	185
	24-Sep-12
	26-Sep-12
	27-Sep-12
	19-Oct-12
	1.00
	1.00

	186
	21-Sep-12
	27-Sep-12
	28-Sep-12
	19-Oct-12
	1.00
	1.00

	187
	22-Sep-12
	27-Sep-12
	28-Sep-12
	19-Oct-12
	1.00
	1.00

	188
	23-Sep-12
	27-Sep-12
	28-Sep-12
	19-Oct-12
	1.00
	1.00

	189
	25-Sep-12
	28-Sep-12
	1-Oct-12
	20-Nov-12
	1.00
	1.00

	190
	26-Sep-12
	1-Oct-12
	2-Oct-12
	20-Nov-12
	1.00
	1.00

	191
	27-Sep-12
	2-Oct-12
	3-Oct-12
	20-Nov-12
	1.00
	1.00









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


	
							
	192
	1-Oct-12
	3-Oct-12
	4-Oct-12
	20-Nov-12
	1.00
	1.00

	193
	28-Sep-12
	4-Oct-12
	5-Oct-12
	20-Nov-12
	1.33
	1.00

	194
	29-Sep-12
	4-Oct-12
	5-Oct-12
	20-Nov-12
	1.33
	1.00

	195
	30-Sep-12
	4-Oct-12
	5-Oct-12
	20-Nov-12
	1.33
	1.00

	196
	2-Oct-12
	5-Oct-12
	9-Oct-12
	20-Nov-12
	1.00
	1.00

	197
	3-Oct-12
	9-Oct-12
	10-Oct-12
	20-Nov-12
	1.00
	1.00

	198
	4-Oct-12
	10-Oct-12
	11-Oct-12
	20-Nov-12
	1.00
	1.00

	199
	5-Oct-12
	11-Oct-12
	12-Oct-12
	20-Nov-12
	1.00
	1.00

	200
	6-Oct-12
	11-Oct-12
	12-Oct-12
	20-Nov-12
	1.00
	1.00











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




	
							
	Row Number
	Flow Date
	Invoice Date
	Payment Date
	True Up Date
	Payment Factor
	TrueUp Factor

	201
	7-Oct-12
	11-Oct-12
	12-Oct-12
	20-Nov-12
	1.00
	1.00

	202
	8-Oct-12
	12-Oct-12
	15-Oct-12
	20-Nov-12
	0.50
	1.00

	203
	9-Oct-12
	12-Oct-12
	15-Oct-12
	20-Nov-12
	0.50
	1.00

	204
	10-Oct-12
	15-Oct-12
	16-Oct-12
	20-Nov-12
	1.00
	1.00

	205
	11-Oct-12
	16-Oct-12
	17-Oct-12
	20-Nov-12
	1.00
	1.00

	206
	15-Oct-12
	17-Oct-12
	18-Oct-12
	20-Nov-12
	1.00
	1.00

	207
	12-Oct-12
	18-Oct-12
	19-Oct-12
	20-Nov-12
	1.00
	1.00

	208
	13-Oct-12
	18-Oct-12
	19-Oct-12
	20-Nov-12
	1.00
	1.00

	209
	14-Oct-12
	18-Oct-12
	19-Oct-12
	20-Nov-12
	1.00
	1.00

	210
	16-Oct-12
	19-Oct-12
	22-Oct-12
	20-Nov-12
	1.00
	1.00

	211
	17-Oct-12
	22-Oct-12
	23-Oct-12
	20-Nov-12
	1.00
	1.00

	212
	18-Oct-12
	23-Oct-12
	24-Oct-12
	20-Nov-12
	1.00
	1.00

	213
	22-Oct-12
	24-Oct-12
	25-Oct-12
	20-Nov-12
	1.00
	1.00

	214
	19-Oct-12
	25-Oct-12
	26-Oct-12
	20-Nov-12
	1.00
	1.00

	215
	20-Oct-12
	25-Oct-12
	26-Oct-12
	20-Nov-12
	1.00
	1.00

	216
	21-Oct-12
	25-Oct-12
	26-Oct-12
	20-Nov-12
	1.00
	1.00

	217
	23-Oct-12
	26-Oct-12
	29-Oct-12
	20-Nov-12
	1.00
	1.00

	218
	24-Oct-12
	29-Oct-12
	30-Oct-12
	20-Nov-12
	1.00
	1.00

	219
	25-Oct-12
	30-Oct-12
	31-Oct-12
	20-Nov-12
	1.00
	1.00

	220
	29-Oct-12
	31-Oct-12
	1-Nov-12
	20-Dec-12
	1.00
	1.00









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


	
							
	221
	26-Oct-12
	1-Nov-12
	2-Nov-12
	20-Dec-12
	1.00
	1.00

	222
	27-Oct-12
	1-Nov-12
	2-Nov-12
	20-Dec-12
	1.00
	1.00

	223
	28-Oct-12
	1-Nov-12
	2-Nov-12
	20-Dec-12
	1.00
	1.00

	224
	30-Oct-12
	2-Nov-12
	5-Nov-12
	20-Dec-12
	1.00
	1.00

	225
	31-Oct-12
	5-Nov-12
	6-Nov-12
	20-Dec-12
	1.00
	1.00

	226
	1-Nov-12
	6-Nov-12
	7-Nov-12
	20-Dec-12
	1.00
	1.00

	227
	5-Nov-12
	7-Nov-12
	8-Nov-12
	20-Dec-12
	1.00
	1.00

	228
	2-Nov-12
	8-Nov-12
	9-Nov-12
	20-Dec-12
	1.33
	1.00

	229
	3-Nov-12
	8-Nov-12
	9-Nov-12
	20-Dec-12
	1.33
	1.00

	230
	4-Nov-12
	8-Nov-12
	9-Nov-12
	20-Dec-12
	1.33
	1.00

	231
	6-Nov-12
	9-Nov-12
	13-Nov-12
	20-Dec-12
	1.00
	1.00

	232
	7-Nov-12
	13-Nov-12
	14-Nov-12
	20-Dec-12
	1.00
	1.00

	233
	8-Nov-12
	14-Nov-12
	15-Nov-12
	20-Dec-12
	1.00
	1.00

	234
	9-Nov-12
	15-Nov-12
	16-Nov-12
	20-Dec-12
	1.00
	1.00

	235
	10-Nov-12
	15-Nov-12
	16-Nov-12
	20-Dec-12
	1.00
	1.00

	236
	11-Nov-12
	15-Nov-12
	16-Nov-12
	20-Dec-12
	1.00
	1.00

	237
	12-Nov-12
	16-Nov-12
	19-Nov-12
	20-Dec-12
	0.50
	1.00

	238
	13-Nov-12
	16-Nov-12
	19-Nov-12
	20-Dec-12
	0.50
	1.00

	239
	14-Nov-12
	19-Nov-12
	20-Nov-12
	20-Dec-12
	1.00
	1.00

	240
	15-Nov-12
	20-Nov-12
	21-Nov-12
	20-Dec-12
	2.00
	1.00

	241
	16-Nov-12
	21-Nov-12
	23-Nov-12
	20-Dec-12
	1.00
	1.00









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


	
							
	242
	17-Nov-12
	21-Nov-12
	23-Nov-12
	20-Dec-12
	1.00
	1.00

	243
	18-Nov-12
	21-Nov-12
	23-Nov-12
	20-Dec-12
	1.00
	1.00

	244
	19-Nov-12
	23-Nov-12
	26-Nov-12
	20-Dec-12
	1.00
	1.00

	245
	20-Nov-12
	26-Nov-12
	27-Nov-12
	20-Dec-12
	1.00
	1.00

	246
	21-Nov-12
	27-Nov-12
	28-Nov-12
	20-Dec-12
	1.00
	1.00

	247
	26-Nov-12
	28-Nov-12
	29-Nov-12
	20-Dec-12
	1.00
	1.00

	248
	22-Nov-12
	29-Nov-12
	30-Nov-12
	20-Dec-12
	0.75
	0.33

	249
	23-Nov-12
	29-Nov-12
	30-Nov-12
	20-Dec-12
	0.75
	0.33

	250
	24-Nov-12
	29-Nov-12
	30-Nov-12
	20-Dec-12
	0.75
	0.33











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




	
							
	Row Number
	Flow Date
	Invoice Date
	Payment Date
	True Up Date
	Payment Factor
	TrueUp Factor

	251
	25-Nov-12
	29-Nov-12
	30-Nov-12
	20-Dec-12
	0.75
	0.33

	252
	22-Nov-12
	29-Nov-12
	30-Nov-12
	21-Jan-13
	0.75
	0.67

	253
	23-Nov-12
	29-Nov-12
	30-Nov-12
	21-Jan-13
	0.75
	0.67

	254
	24-Nov-12
	29-Nov-12
	30-Nov-12
	21-Jan-13
	0.75
	0.67

	255
	25-Nov-12
	29-Nov-12
	30-Nov-12
	21-Jan-13
	0.75
	0.67

	256
	27-Nov-12
	30-Nov-12
	3-Dec-12
	21-Jan-13
	1.00
	1.00

	257
	28-Nov-12
	3-Dec-12
	4-Dec-12
	21-Jan-13
	1.00
	1.00

	258
	29-Nov-12
	4-Dec-12
	5-Dec-12
	21-Jan-13
	1.00
	1.00

	259
	3-Dec-12
	5-Dec-12
	6-Dec-12
	21-Jan-13
	1.00
	1.00

	260
	30-Nov-12
	6-Dec-12
	7-Dec-12
	21-Jan-13
	1.00
	1.00

	261
	1-Dec-12
	6-Dec-12
	7-Dec-12
	21-Jan-13
	1.00
	1.00

	262
	2-Dec-12
	6-Dec-12
	7-Dec-12
	21-Jan-13
	1.00
	1.00

	263
	4-Dec-12
	7-Dec-12
	10-Dec-12
	21-Jan-13
	1.00
	1.00

	264
	5-Dec-12
	10-Dec-12
	11-Dec-12
	21-Jan-13
	1.00
	1.00

	265
	6-Dec-12
	11-Dec-12
	12-Dec-12
	21-Jan-13
	1.00
	1.00

	266
	10-Dec-12
	12-Dec-12
	13-Dec-12
	21-Jan-13
	1.00
	1.00

	267
	7-Dec-12
	13-Dec-12
	14-Dec-12
	21-Jan-13
	1.00
	1.00

	268
	8-Dec-12
	13-Dec-12
	14-Dec-12
	21-Jan-13
	1.00
	1.00

	269
	9-Dec-12
	13-Dec-12
	14-Dec-12
	21-Jan-13
	1.00
	1.00

	270
	11-Dec-12
	14-Dec-12
	17-Dec-12
	21-Jan-13
	1.00
	1.00









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


	
							
	271
	12-Dec-12
	17-Dec-12
	18-Dec-12
	21-Jan-13
	1.00
	1.00

	272
	13-Dec-12
	18-Dec-12
	19-Dec-12
	21-Jan-13
	1.00
	1.00

	273
	17-Dec-12
	19-Dec-12
	20-Dec-12
	21-Jan-13
	1.00
	1.00

	274
	14-Dec-12
	20-Dec-12
	21-Dec-12
	21-Jan-13
	1.00
	1.00

	275
	15-Dec-12
	20-Dec-12
	21-Dec-12
	21-Jan-13
	1.00
	1.00

	276
	16-Dec-12
	20-Dec-12
	21-Dec-12
	21-Jan-13
	1.00
	1.00

	277
	18-Dec-12
	21-Dec-12
	24-Dec-12
	21-Jan-13
	2.00
	1.00

	278
	19-Dec-12
	24-Dec-12
	26-Dec-12
	21-Jan-13
	1.00
	1.00

	279
	20-Dec-12
	26-Dec-12
	27-Dec-12
	21-Jan-13
	1.00
	1.00

	280
	21-Dec-12
	27-Dec-12
	28-Dec-12
	21-Jan-13
	1.00
	1.00

	281
	22-Dec-12
	27-Dec-12
	28-Dec-12
	21-Jan-13
	1.00
	1.00

	282
	23-Dec-12
	27-Dec-12
	28-Dec-12
	21-Jan-13
	1.00
	1.00

	283
	24-Dec-12
	28-Dec-12
	31-Dec-12
	21-Jan-13
	2.00
	0.50

	284
	24-Dec-12
	28-Dec-12
	31-Dec-12
	20-Feb-13
	2.00
	0.50

	285
	25-Dec-12
	31-Dec-12
	2-Jan-13
	20-Feb-13
	0.33
	1.00

	286
	26-Dec-12
	31-Dec-12
	2-Jan-13
	20-Feb-13
	0.33
	1.00

	287
	27-Dec-12
	31-Dec-12
	2-Jan-13
	20-Feb-13
	0.33
	1.00

	288
	31-Dec-12
	2-Jan-13
	3-Jan-13
	20-Feb-13
	1.00
	1.00

	289
	28-Dec-12
	3-Jan-13
	4-Jan-13
	20-Feb-13
	1.00
	1.00

	290
	29-Dec-12
	3-Jan-13
	4-Jan-13
	20-Feb-13
	1.00
	1.00

	291
	30-Dec-12
	3-Jan-13
	4-Jan-13
	20-Feb-13
	1.00
	1.00









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


	
							
	292
	1-Jan-13
	4-Jan-13
	7-Jan-13
	20-Feb-13
	1.00
	1.00

	293
	2-Jan-13
	7-Jan-13
	8-Jan-13
	20-Feb-13
	1.00
	1.00

	294
	3-Jan-13
	8-Jan-13
	9-Jan-13
	20-Feb-13
	1.00
	1.00

	295
	7-Jan-13
	9-Jan-13
	10-Jan-13
	20-Feb-13
	1.00
	1.00

	296
	4-Jan-13
	10-Jan-13
	11-Jan-13
	20-Feb-13
	1.00
	1.00

	297
	5-Jan-13
	10-Jan-13
	11-Jan-13
	20-Feb-13
	1.00
	1.00

	298
	6-Jan-13
	10-Jan-13
	11-Jan-13
	20-Feb-13
	1.00
	1.00

	299
	8-Jan-13
	11-Jan-13
	14-Jan-13
	20-Feb-13
	1.00
	1.00

	300
	9-Jan-13
	14-Jan-13
	15-Jan-13
	20-Feb-13
	1.00
	1.00











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




	
							
	Row Number
	Flow Date
	Invoice Date
	Payment Date
	True Up Date
	Payment Factor
	TrueUp Factor

	301
	10-Jan-13
	15-Jan-13
	16-Jan-13
	20-Feb-13
	1.00
	1.00

	302
	14-Jan-13
	16-Jan-13
	17-Jan-13
	20-Feb-13
	1.00
	1.00

	303
	11-Jan-13
	17-Jan-13
	18-Jan-13
	20-Feb-13
	1.33
	1.00

	304
	12-Jan-13
	17-Jan-13
	18-Jan-13
	20-Feb-13
	1.33
	1.00

	305
	13-Jan-13
	17-Jan-13
	18-Jan-13
	20-Feb-13
	1.33
	1.00

	306
	15-Jan-13
	18-Jan-13
	22-Jan-13
	20-Feb-13
	1.00
	1.00

	307
	16-Jan-13
	22-Jan-13
	23-Jan-13
	20-Feb-13
	1.00
	1.00

	308
	17-Jan-13
	23-Jan-13
	24-Jan-13
	20-Feb-13
	1.00
	1.00

	309
	18-Jan-13
	24-Jan-13
	25-Jan-13
	20-Feb-13
	1.00
	1.00

	310
	19-Jan-13
	24-Jan-13
	25-Jan-13
	20-Feb-13
	1.00
	1.00

	311
	20-Jan-13
	24-Jan-13
	25-Jan-13
	20-Feb-13
	1.00
	1.00

	312
	21-Jan-13
	25-Jan-13
	28-Jan-13
	20-Feb-13
	0.50
	1.00

	313
	22-Jan-13
	25-Jan-13
	28-Jan-13
	20-Feb-13
	0.50
	1.00

	314
	23-Jan-13
	28-Jan-13
	29-Jan-13
	20-Feb-13
	1.00
	1.00

	315
	24-Jan-13
	29-Jan-13
	30-Jan-13
	20-Feb-13
	1.00
	1.00

	316
	28-Jan-13
	30-Jan-13
	31-Jan-13
	20-Feb-13
	1.00
	1.00

	317
	25-Jan-13
	31-Jan-13
	1-Feb-13
	20-Mar-13
	1.00
	1.00

	318
	26-Jan-13
	31-Jan-13
	1-Feb-13
	20-Mar-13
	1.00
	1.00

	319
	27-Jan-13
	31-Jan-13
	1-Feb-13
	20-Mar-13
	1.00
	1.00

	320
	29-Jan-13
	1-Feb-13
	4-Feb-13
	20-Mar-13
	1.00
	1.00









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


	
							
	321
	30-Jan-13
	4-Feb-13
	5-Feb-13
	20-Mar-13
	1.00
	1.00

	322
	31-Jan-13
	5-Feb-13
	6-Feb-13
	20-Mar-13
	1.00
	1.00

	323
	4-Feb-13
	6-Feb-13
	7-Feb-13
	20-Mar-13
	1.00
	1.00

	324
	1-Feb-13
	7-Feb-13
	8-Feb-13
	20-Mar-13
	1.00
	1.00

	325
	2-Feb-13
	7-Feb-13
	8-Feb-13
	20-Mar-13
	1.00
	1.00

	326
	3-Feb-13
	7-Feb-13
	8-Feb-13
	20-Mar-13
	1.00
	1.00

	327
	5-Feb-13
	8-Feb-13
	11-Feb-13
	20-Mar-13
	1.00
	1.00

	328
	6-Feb-13
	11-Feb-13
	12-Feb-13
	20-Mar-13
	1.00
	1.00

	329
	7-Feb-13
	12-Feb-13
	13-Feb-13
	20-Mar-13
	1.00
	1.00

	330
	11-Feb-13
	13-Feb-13
	14-Feb-13
	20-Mar-13
	1.00
	1.00

	331
	8-Feb-13
	14-Feb-13
	15-Feb-13
	20-Mar-13
	1.33
	1.00

	332
	9-Feb-13
	14-Feb-13
	15-Feb-13
	20-Mar-13
	1.33
	1.00

	333
	10-Feb-13
	14-Feb-13
	15-Feb-13
	20-Mar-13
	1.33
	1.00

	334
	12-Feb-13
	15-Feb-13
	19-Feb-13
	20-Mar-13
	1.00
	1.00

	335
	13-Feb-13
	19-Feb-13
	20-Feb-13
	20-Mar-13
	1.00
	1.00

	336
	14-Feb-13
	20-Feb-13
	21-Feb-13
	20-Mar-13
	1.00
	1.00

	337
	15-Feb-13
	21-Feb-13
	22-Feb-13
	20-Mar-13
	1.00
	1.00

	338
	16-Feb-13
	21-Feb-13
	22-Feb-13
	20-Mar-13
	1.00
	1.00

	339
	17-Feb-13
	21-Feb-13
	22-Feb-13
	20-Mar-13
	1.00
	1.00

	340
	18-Feb-13
	22-Feb-13
	25-Feb-13
	20-Mar-13
	0.50
	1.00

	341
	19-Feb-13
	22-Feb-13
	25-Feb-13
	20-Mar-13
	0.50
	1.00









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


	
							
	342
	20-Feb-13
	25-Feb-13
	26-Feb-13
	20-Mar-13
	1.00
	1.00

	343
	21-Feb-13
	26-Feb-13
	27-Feb-13
	20-Mar-13
	1.00
	1.00

	344
	25-Feb-13
	27-Feb-13
	28-Feb-13
	20-Mar-13
	1.00
	1.00

	345
	22-Feb-13
	28-Feb-13
	1-Mar-13
	19-Apr-13
	1.00
	1.00

	346
	23-Feb-13
	28-Feb-13
	1-Mar-13
	19-Apr-13
	1.00
	1.00

	347
	24-Feb-13
	28-Feb-13
	1-Mar-13
	19-Apr-13
	1.00
	1.00

	348
	26-Feb-13
	1-Mar-13
	4-Mar-13
	19-Apr-13
	1.00
	1.00

	349
	27-Feb-13
	4-Mar-13
	5-Mar-13
	19-Apr-13
	1.00
	1.00

	350
	28-Feb-13
	5-Mar-13
	6-Mar-13
	19-Apr-13
	1.00
	1.00











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




	
							
	Row Number
	Flow Date
	Invoice Date
	Payment Date
	True Up Date
	Payment Factor
	TrueUp Factor

	351
	4-Mar-13
	6-Mar-13
	7-Mar-13
	19-Apr-13
	1.00
	1.00

	352
	1-Mar-13
	7-Mar-13
	8-Mar-13
	19-Apr-13
	1.00
	1.00

	353
	2-Mar-13
	7-Mar-13
	8-Mar-13
	19-Apr-13
	1.00
	1.00

	354
	3-Mar-13
	7-Mar-13
	8-Mar-13
	19-Apr-13
	1.00
	1.00

	355
	5-Mar-13
	8-Mar-13
	11-Mar-13
	19-Apr-13
	1.00
	1.00

	356
	6-Mar-13
	11-Mar-13
	12-Mar-13
	19-Apr-13
	1.00
	1.00

	357
	7-Mar-13
	12-Mar-13
	13-Mar-13
	19-Apr-13
	1.00
	1.00

	358
	11-Mar-13
	13-Mar-13
	14-Mar-13
	19-Apr-13
	1.00
	1.00

	359
	8-Mar-13
	14-Mar-13
	15-Mar-13
	19-Apr-13
	1.00
	1.00

	360
	9-Mar-13
	14-Mar-13
	15-Mar-13
	19-Apr-13
	1.00
	1.00

	361
	10-Mar-13
	14-Mar-13
	15-Mar-13
	19-Apr-13
	1.00
	1.00

	362
	12-Mar-13
	15-Mar-13
	18-Mar-13
	19-Apr-13
	1.00
	1.00

	363
	13-Mar-13
	18-Mar-13
	19-Mar-13
	19-Apr-13
	1.00
	1.00

	364
	14-Mar-13
	19-Mar-13
	20-Mar-13
	19-Apr-13
	1.00
	1.00

	365
	18-Mar-13
	20-Mar-13
	21-Mar-13
	19-Apr-13
	1.00
	1.00

	366
	15-Mar-13
	21-Mar-13
	22-Mar-13
	19-Apr-13
	1.00
	1.00

	367
	16-Mar-13
	21-Mar-13
	22-Mar-13
	19-Apr-13
	1.00
	1.00

	368
	17-Mar-13
	21-Mar-13
	22-Mar-13
	19-Apr-13
	1.00
	1.00

	369
	19-Mar-13
	22-Mar-13
	25-Mar-13
	19-Apr-13
	1.00
	1.00

	370
	20-Mar-13
	25-Mar-13
	26-Mar-13
	19-Apr-13
	1.00
	1.00









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


	
							
	371
	21-Mar-13
	26-Mar-13
	27-Mar-13
	19-Apr-13
	1.00
	1.00

	372
	22-Mar-13
	27-Mar-13
	28-Mar-13
	19-Apr-13
	1.00
	1.00

	373
	23-Mar-13
	27-Mar-13
	28-Mar-13
	19-Apr-13
	1.00
	1.00

	374
	24-Mar-13
	27-Mar-13
	28-Mar-13
	19-Apr-13
	1.00
	1.00

	375
	25-Mar-13
	27-Mar-13
	28-Mar-13
	19-Apr-13
	1.00
	1.00

	376
	26-Mar-13
	28-Mar-13
	1-Apr-13
	20-May-13
	1.00
	1.00

	377
	27-Mar-13
	1-Apr-13
	2-Apr-13
	20-May-13
	1.00
	1.00

	378
	28-Mar-13
	2-Apr-13
	3-Apr-13
	20-May-13
	1.00
	1.00

	379
	1-Apr-13
	3-Apr-13
	4-Apr-13
	20-May-13
	1.00
	1.00

	380
	29-Mar-13
	4-Apr-13
	5-Apr-13
	20-May-13
	1.00
	1.00

	381
	30-Mar-13
	4-Apr-13
	5-Apr-13
	20-May-13
	1.00
	1.00

	382
	31-Mar-13
	4-Apr-13
	5-Apr-13
	20-May-13
	1.00
	1.00

	383
	2-Apr-13
	5-Apr-13
	8-Apr-13
	20-May-13
	1.00
	1.00

	384
	3-Apr-13
	8-Apr-13
	9-Apr-13
	20-May-13
	1.00
	1.00

	385
	4-Apr-13
	9-Apr-13
	10-Apr-13
	20-May-13
	1.00
	1.00

	386
	8-Apr-13
	10-Apr-13
	11-Apr-13
	20-May-13
	1.00
	1.00

	387
	5-Apr-13
	11-Apr-13
	12-Apr-13
	20-May-13
	1.00
	1.00

	388
	6-Apr-13
	11-Apr-13
	12-Apr-13
	20-May-13
	1.00
	1.00

	389
	7-Apr-13
	11-Apr-13
	12-Apr-13
	20-May-13
	1.00
	1.00

	390
	9-Apr-13
	12-Apr-13
	15-Apr-13
	20-May-13
	1.00
	1.00

	391
	10-Apr-13
	15-Apr-13
	16-Apr-13
	20-May-13
	1.00
	1.00









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


	
							
	392
	11-Apr-13
	16-Apr-13
	17-Apr-13
	20-May-13
	1.00
	1.00

	393
	15-Apr-13
	17-Apr-13
	18-Apr-13
	20-May-13
	1.00
	1.00

	394
	12-Apr-13
	18-Apr-13
	19-Apr-13
	20-May-13
	1.00
	1.00

	395
	13-Apr-13
	18-Apr-13
	19-Apr-13
	20-May-13
	1.00
	1.00

	396
	14-Apr-13
	18-Apr-13
	19-Apr-13
	20-May-13
	1.00
	1.00

	397
	16-Apr-13
	19-Apr-13
	22-Apr-13
	20-May-13
	1.00
	1.00

	398
	17-Apr-13
	22-Apr-13
	23-Apr-13
	20-May-13
	1.00
	1.00

	399
	18-Apr-13
	23-Apr-13
	24-Apr-13
	20-May-13
	1.00
	1.00

	400
	22-Apr-13
	24-Apr-13
	25-Apr-13
	20-May-13
	1.00
	1.00











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




	
							
	Row Number
	Flow Date
	Invoice Date
	Payment Date
	True Up Date
	Payment Factor
	TrueUp Factor

	401
	19-Apr-13
	25-Apr-13
	26-Apr-13
	20-May-13
	1.00
	1.00

	402
	20-Apr-13
	25-Apr-13
	26-Apr-13
	20-May-13
	1.00
	1.00

	403
	21-Apr-13
	25-Apr-13
	26-Apr-13
	20-May-13
	1.00
	1.00

	404
	23-Apr-13
	26-Apr-13
	29-Apr-13
	20-May-13
	1.00
	1.00

	405
	24-Apr-13
	29-Apr-13
	30-Apr-13
	20-May-13
	1.00
	1.00

	406
	25-Apr-13
	30-Apr-13
	1-May-13
	20-Jun-13
	1.00
	1.00

	407
	29-Apr-13
	1-May-13
	2-May-13
	20-Jun-13
	1.00
	1.00

	408
	26-Apr-13
	2-May-13
	3-May-13
	20-Jun-13
	1.00
	1.00

	409
	27-Apr-13
	2-May-13
	3-May-13
	20-Jun-13
	1.00
	1.00

	410
	28-Apr-13
	2-May-13
	3-May-13
	20-Jun-13
	1.00
	1.00

	411
	30-Apr-13
	3-May-13
	6-May-13
	20-Jun-13
	1.00
	1.00

	412
	1-May-13
	6-May-13
	7-May-13
	20-Jun-13
	1.00
	1.00

	413
	2-May-13
	7-May-13
	8-May-13
	20-Jun-13
	1.00
	1.00

	414
	6-May-13
	8-May-13
	9-May-13
	20-Jun-13
	1.00
	1.00

	415
	3-May-13
	9-May-13
	10-May-13
	20-Jun-13
	1.00
	1.00

	416
	4-May-13
	9-May-13
	10-May-13
	20-Jun-13
	1.00
	1.00

	417
	5-May-13
	9-May-13
	10-May-13
	20-Jun-13
	1.00
	1.00

	418
	7-May-13
	10-May-13
	13-May-13
	20-Jun-13
	1.00
	1.00

	419
	8-May-13
	13-May-13
	14-May-13
	20-Jun-13
	1.00
	1.00

	420
	9-May-13
	14-May-13
	15-May-13
	20-Jun-13
	1.00
	1.00









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


	
							
	421
	13-May-13
	15-May-13
	16-May-13
	20-Jun-13
	1.00
	1.00

	422
	10-May-13
	16-May-13
	17-May-13
	20-Jun-13
	1.00
	1.00

	423
	11-May-13
	16-May-13
	17-May-13
	20-Jun-13
	1.00
	1.00

	424
	12-May-13
	16-May-13
	17-May-13
	20-Jun-13
	1.00
	1.00

	425
	14-May-13
	17-May-13
	20-May-13
	20-Jun-13
	1.00
	1.00

	426
	15-May-13
	20-May-13
	21-May-13
	20-Jun-13
	1.00
	1.00

	427
	16-May-13
	21-May-13
	22-May-13
	20-Jun-13
	1.00
	1.00

	428
	20-May-13
	22-May-13
	23-May-13
	20-Jun-13
	1.00
	1.00

	429
	17-May-13
	23-May-13
	24-May-13
	20-Jun-13
	1.33
	1.00

	430
	18-May-13
	23-May-13
	24-May-13
	20-Jun-13
	1.33
	1.00

	431
	19-May-13
	23-May-13
	24-May-13
	20-Jun-13
	1.33
	1.00

	432
	21-May-13
	24-May-13
	28-May-13
	20-Jun-13
	1.00
	1.00

	433
	22-May-13
	28-May-13
	29-May-13
	20-Jun-13
	1.00
	1.00

	434
	23-May-13
	29-May-13
	30-May-13
	20-Jun-13
	1.00
	1.00

	435
	24-May-13
	30-May-13
	31-May-13
	20-Jun-13
	1.00
	1.00











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


NYSE holiday Calendar = GS Holiday calendar
	
				
	 
	2011
	2012
	2013

	New Year's Day
	-
	Monday, January 2, 2012
	Tuesday, January 1, 2013

	Martin Luther King, Jr. Day
	Monday, January 17, 2011
	Monday, January 16, 2012
	Monday, January 21, 2013

	Washington's Birthday*
	Monday, February 21, 2011
	Monday, February 20, 2012
	Monday, February 18, 2013

	Good Friday
	Friday, April 22, 2011
	Friday, April 6, 2012
	Friday, March 29, 2013

	Memorial Day
	Monday, May 30, 2011
	Monday, May 28, 2012
	Monday, May 27, 2013

	Independence Day
	Monday, July 4, 2011
	Wednesday, July 4, 2012
	Thursday, July 4, 2013

	Labor Day
	Monday, September 5, 2011
	Monday, September 3, 2012
	Monday, September 2, 2013

	Thanksgiving Day
	Thursday, November 24, 2011
	Thursday, November 22, 2012
	Thursday, November 28, 2013

	Christmas†
	Monday, December 26, 2011
	Tuesday, December 25, 2012
	Wednesday, December 25, 2013










NY Banking Holidays


Holiday                                                               2011 Holiday                                   2012 Holiday                                   2013 Holiday                                            2014 Holiday
	
					
	HOLIDAY
	2011
	2012
	2013
	2014

	New Year's Day
	Saturday, January 1, 2011
	Monday, January 2, 2012
	Tuesday, January 1, 2013
	Wednesday, January 1, 2014

	Birthday of Martin Luther King, Jr.
	Monday, January 17, 2011
	Monday, January 16, 2012
	Monday, January 21, 2013
	Monday, January 20, 2014

	Washington's Birthday
	Monday, February 21, 2011
	Monday, February 20, 2012
	Monday, February 18, 2013
	Monday, February 17, 2014

	Memorial Day
	Monday, May 30, 2011
	Monday, May 28, 2012
	Monday, May 27, 2013
	Monday, May 26, 2014

	Independence Day
	Monday, July 4, 2011
	Wednesday, July 4, 2012
	Thursday, July 4, 2013
	Friday, July 4, 2014

	Labor Day
	Monday, September 5, 2011
	Monday, September 3, 2012
	Monday, September 2, 2013
	Monday, September 1, 2014

	Columbus Day
	Monday, October 10, 2011
	Monday, October 8, 2012
	Monday, October 14, 2013
	Monday, October 13, 2014

	Veterans Day
	Friday, November 11, 2011
	Monday, November 12, 2012
	Monday, November 11, 2013
	Tuesday, November 11, 2014

	Thanksgiving Day
	Thursday, November 24, 2011
	Thursday, November 22, 2012
	Thursday, November 28, 2013
	Thursday, November 27, 2014

	Christmas Day
	Monday, December 26, 2011
	Tuesday, December 25, 2012
	Wednesday, December 25, 2013
	Thursday, December 25, 2014

	 






	
					
	New Year's Eve
	 
	Friday, December 30, 2011
	Monday, December 31, 2012
	Tuesday, December 31, 2013

	New Year's Day
	 
	Monday, January 2, 2012
	Tuesday, January 1, 2013
	Wednesday, January 1, 2014

	Martin Luther King, Jr. Day
	Monday, January 17, 2011
	Monday, January 16, 2012
	Monday, January 21, 2013
	Monday, January 20, 2014

	Washington's Birthday*
	Monday, February 21, 2011
	Monday, February 20, 2012
	Monday, February 18, 2013
	Monday, February 17, 2014

	Good Friday
	Friday, April 22, 2011
	Friday, April 6, 2012
	Friday, March 29, 2013
	Friday, April 18, 2014

	Memorial Day
	Monday, May 30, 2011
	Monday, May 28, 2012
	Monday, May 27, 2013
	Monday, May 26, 2014

	Independence Day
	Monday, July 4, 2011
	Wednesday, July 4, 2012
	Thursday, July 4, 2013
	Friday, July 4, 2014

	Labor Day
	Monday, September 5, 2011
	Monday, September 3, 2012
	Monday, September 2, 2013
	Monday, September 1, 2014

	Columbus Day
	Monday, October 10, 2011
	Monday, October 8, 2012
	Monday, October 14, 2013
	Monday, October 13, 2014

	Veterans Day
	Friday, November 11, 2011
	Monday, November 12, 2012
	Monday, November 11, 2013
	Tuesday, November 11, 2014

	Thanksgiving Day
	Thursday, November 24, 2011
	Thursday, November 22, 2012
	Thursday, November 28, 2013
	Thursday, November 27, 2014

	Day following Thanksgiving
	Friday, November 25, 2011
	Friday, November 23, 2012
	Friday, November 29, 2013
	Friday, November 28, 2014

	Christmas Eve
	Friday, December 23, 2011
	Monday, December 24, 2012
	Tuesday, December 24, 2013
	Wednesday, December 24, 2014

	Christmas Day
	Monday, December 26, 2011
	Tuesday, December 25, 2012
	Wednesday, December 25, 2013
	Thursday, December 25, 2014

	 
	 
	 
	 

	Alon Holiday's
	 










New Year’s Eve 2011 (Observed)     Friday, December 31
President's Day                                 Monday, February 21
Good Friday                                     Friday, April 22
Memorial Day                                   Monday, May 30                                                                        All pipelines plus Orla terminal are automated Independence Day                          Monday, July 4                                                                            Abilene, Wichita Falls, Duncan which are manned Labor Day                                         Monday, September 5
Thanksgiving                                    Thursday, November 24                                                             **should we just use date from old tabs??
Day following Thanksgiving            Friday, November 25
Christmas Eve (Observed)                Friday, December 23                                                               September
Christmas Day (Observed)               Monday, December 26                                                            April
New Year’s Eve 2012 (Observed)     Monday, January 2                                                                 June November February


*On banking days they can make/receive wires





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


	
						
	 
	Schedule H


Form of Inventory Reports


PPC Tank Inventory Report
	 

	 

	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


Ending Inventory Targets (Volume in excess of Baseline Volume) (in barrels)


	
						
	 
	May 31, 2012
	June 30, 2012
	July 31, 2012
	August 31, 2012

	

Crude
	

Total
	

0
	

0
	

0
	

0

	

Gasoline
	

Total
	

0
	

0
	

0
	

0

	

Jet Fuel
	

Total
	

0
	

0
	

0
	

0

	

Diesel
	

Total
	

0
	

0
	

0
	

0

	

Catfeed
	

Total
	

0
	

0
	

0
	

0

	

Slop/Transmix
	

Total
	

0
	

0
	

0
	

0

	

Asphalt
	

Total
	

0
	

0
	

0
	

0

	

Propane/LPG
	

Total
	

0
	

0
	

0
	

0

	Total
	 
	0
	0
	0
	0











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


SCHEDULE J
Scheduling and Communications Protocol






A.  CRUDE OIL and OTHER FEEDSTOCKS


J. Aron & Company (“Aron”) shall
		
	• 
	Unless otherwise agreed between the Parties, Aron shall perform all of their scheduling responsibilities in accordance with current tariffs, mutually agreed terms and conditions


and follow standard industry practice.
		
	• 
	Designate crude oil scheduler(s) who will be responsible for performing and communicating to Company all of Aron’s nomination and scheduling obligations as required by the Supply and Offtake Agreement.


		
	• 
	Upon receipt from Company, nominate the Company’s crude oil Procurement Contracts with Third Party Suppliers, pipelines and facilities.


		
	• 
	Upon receipt, promptly communicate any nomination, grade and/or quantity changes to/from Company, Third Party Suppliers and/or pipeline/facility operators prior to and within the Delivery Month.




Company shall:
		
	• 
	Unless otherwise agreed upon by the Parties, Company shall perform all of their scheduling responsibilities in accordance with current tariffs, mutually agreed terms and


conditions and follow standard industry practice.
		
	• 
	Designate Crude oil scheduler(s) who, acting as Arons agent, will be responsible for performing and communicating to Aron all of Company’s nomination and scheduling obligations as required by the Supply and Offtake Agreement. Communications to Aron shall be sent to Aron


•    Provide Aron with scheduling instructions for each crude oil Procurement Contract with
Third Party Suppliers, pipelines and facilities
		
	•
	Promptly communicate to Aron any nomination grade and/or quantity changes relating to any Third Party Suppliers, pipelines and facilities prior to and within the Delivery Month.




B.  PRODUCTS


Aron shall
		
	• 
	Unless otherwise agreed between the Parties, Aron shall perform all of their scheduling responsibilities in accordance with current tariffs, mutually agreed terms and conditions


and follow standard industry practice.
		
	• 
	Designate a Products scheduler(s) who will be responsible for performing and communicating to Company all Aron obligations as required by the Supply and Offtake Agreement.


•    Upon receipt from Company, nominate the Company’s Products nominations with
Pipelines and Facilities
		
	• 
	Upon receipt, promptly communicate any nomination, grade and/or quantity changes to Company, Third Party Suppliers and/or pipeline and/or facility operators prior to and within the Delivery Month.







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


		
	• 
	Promptly communicate to Company any nomination, quantity or date changes to prior nominations, prior to and within the flow month.




Company shall:
		
	• 
	Unless otherwise agreed upon by the Parties, Company shall perform all of their scheduling responsibilities in accordance with current tariffs, mutually agreed terms and


conditions and follow standard industry practice.
		
	•
	Designate a Products scheduler(s) who, acting as Arons agent, will  be responsible for performing and communicating to Aron all Company obligations as required by the Supply and Offtake Agreement. Communications to Aron shall be sent to Aron.


•    Provide Aron with all monthly Products Nominations in accordance with the Supply and
Offtake Agreement.
		
	•
	Promptly communicate to Aron any nomination, quantity or date changes to prior nominations.




C: Agency Appointment:
		
	• 
	From time to time, with respect to Crude Oil and Products held and/or shipped by Aron in pipelines and/or facilities, Aron may appoint Paramount Petroleum Corporation, (“PPC”), to act as Aron’s Agent for purposes of scheduling all intra-month movements of Crude Oil and Products by pipeline and/or facility provided that (a) Aron reserves the right to notify the pipeline and/or facility at any time that Aron has terminated such appointment and (b) following receipt of such notice, the pipeline and/or facility shall


cease to follow instructions from PPC with respect to all Crude Oil and Products of Aron
that is then or thereafter held and/or shipped in the pipeline and/or facility
		
	•
	To further clarify, when Crude Oil is procured from a vessel to be delivered at a facility, Aron shall perform all of their scheduling responsibilities related to the receiving pipelines and/or facilities in accordance with current tariffs, mutually agreed terms and conditions and follow standard industry practice.




When appointed as agent Company shall:
		
	• 
	Within the Delivery Month, liaise directly with , pipeline and/or Facility operators to make adjustments to the delivery schedule for Crude Oil and Product volumes..


		
	• 
	Promptly communicate to Aron any nomination, quantity or date changes to prior nominations


•    Nominate the Company’s monthly Products nominations with pipelines and facilities





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


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


Meets Kinder Morgan CARBOB-Regular (Pipeline Product Code group A) specification for the month of delivery


For all CARBOB-Regular sold in an Excluded Transaction, the per barrel Adjustment for such gasoline shall equal to the sum of:
[(a)-(b)+(c)] Where:
a)  (***)
b)  (***)
c)  Reimbursement of any fees charged by Kinder Morgan associated with the sale /delivery of Gasoline


For any grade of Gasoline other than CARBOB sold in the Excluded transaction, the per barrel
Adjustment for such gasoline shall equal to the sum of:
[(a)-(b)+(c)+(d)] Where:
a)  Is as described above for CARBOB-Regular b)  (***)
c)  Any fees charged by Kinder Morgan associated with the sale/delivery of Gasoline
d)  The agreed upon trade differential between the other grade of Gasoline and CARBOB- Regular






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.


US 2299715v.1





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


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





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


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


Diesel:


Meets Kinder Morgan CARB Diesel (Pipeline product code 80) specification for the month of delivery


For all CARB Diesel sold in an Excluded Transaction, the per barrel Adjustment for such diesel shall equal to the product of:
[(a)-(b)+(c)] Where:
a)  (***)
b)  (***)
c)  Any fees charged by Kinder Morgan associated with the sale/delivery of Diesel


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.






For any grade of Diesel other than CARB Diesel sold in the Excluded transaction, the per barrel
Adjustment for such Diesel shall equal to the sum of: [(a)-(b)+(c)+(d)]
Where:
a)  Is as described above for CARB Diesel b)  (***)
c)  Reimbursement of any fees charged by Kinder Morgan associated with the sale of
Diesel
d)  The agreed upon trade differential between the other grade of Diesel and CARB Diesel






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.


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


Jet:


Meets Kinder Morgan Jet Fuel (Jet A-Pipeline product code 15) specification for the month of delivery


For all Jet sold in an Excluded Transaction, the per barrel Adjustment for such Jet shall equal to the product of:
[(a)-(b)+(c)] Where:
a)  (***)
b)  (***)
c)  Reimbursement of any fees charged by Kinder Morgan associated with the sale/delivery of Jet


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.






For any grade of Jet Fuel other than Jet A sold in the Excluded transaction, the per barrel
Adjustment for such Diesel shall equal to the sum of:
[(a)-(b)+(c)+(d)] Where:
a)  Is as described above for Jet b)  (***)
c)  Any fees charged by Kinder Morgan associated with the sale of Jet
d)  The agreed upon trade differential between the other grade of Jet and Jet A.






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:


Paramount Petroleum Corporation
14700 Downey Avenue
Paramount, California 90723


General Notices:


Senior Vice President of Supply: (***)
 
Legal: (***)





Chief Financial Officer: (***)


Supply and Trading:


VP Supply and Trading: (***)
 
Products Scheduling and Trading: (***)





Supply and Marketing: (***)
 
Crude Scheduling and Trading: (***)









Payable and Billing:


Accounting Manager: (***)
 
Back up Accounting: (***)





Crude Accounting: (***)
 
Treasury: (***)





Products Accounting: (***)


Invoicing/Statements: (***)
 
Back up Product Accounting: (***)














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


Production & Yield Accounting:


Refinery Controller & Yield Accounting:       Yield Accounting:




US 2299749v.1
 
Schedule M-1








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


(***)                                                                 (***)






General Manager of Operations, Economics, Planning and Logistics (***)


If to Aron, to:


Trading and Sales:


(***)                                                             (***)
















(***)












Scheduling


(***)                                                                   (***)














Confirmations:


Primary:


(***)
 
Alternate:


(***)



















Payments:





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


Primary:


(***)
 
Alternate:


(***)

























Invoicing/Statements:


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.



































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




NY2-684199
 
Schedule N-1








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




Schedule O
Overall Gasoline Inventory                    x‐6                          6/8                                                                                                                                                                                                                                 I6


	
																																								
	 
	 
	 
	 
	 
	(mb)
	 
	(mbd)
	(mb)
	 
	(mb)
	 
	(mb)
	(mb)
	(mb)
	(mb)
	(mb)
	 
	 
	 
	 
	 
	 
	(mb)

	 
	L-63
	SJLB
	KM tk 178013
	KM tk 178014
	Chev Pipe Rec
	Crude Unit
	Run Rate
	Inventory
	 
	W Hynes 607 ^Receipts
	W Hynes 608 ^Receipts
	W Hynes Cdn Bld ^Receipts
	E Hynes 735 Receipts
	E Hynes 734 Receipts
	E Hynes 713 Receipts
	E Hynes 712 Receipts
	KM tk 178013
	KM tk 178014
	Run Rate
	 
	 
	 
	Inventory

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	x
	Cold Lake
	Polvo
	Oriente
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	October 1, 2011
	—
	

	—
	

	—
	—
	

	10.7
	

	CU1
	15
	

	68
	 
	—
	

	—
	

	—
	—
	

	—
	—
	

	—
	—
	

	—
	—
	

	—
	

	—
	

	—
	

	24
	


	October 2, 2011
	—
	

	—
	

	—
	—
	

	10.7
	

	CU1
	15
	

	65
	 
	—
	

	—
	

	—
	—
	

	—
	—
	

	—
	—
	

	—
	

	—
	

	—
	

	—
	

	—
	

	25
	


	October 3, 2011
	—
	

	—
	

	—
	—
	

	10.7
	

	CU1
	15
	

	58
	 
	—
	

	—
	

	—
	—
	

	—
	—
	

	—
	—
	

	—
	

	—
	

	—
	—
	

	—
	

	25
	


	October 4, 2011
	—
	

	—
	

	—
	—
	

	10.7
	

	CU1
	15
	

	53
	 
	30
	

	—
	

	—
	—
	

	—
	—
	

	—
	—
	

	—
	

	—
	

	—
	

	—
	

	—
	

	55
	


	#####################
	—
	

	—
	

	—
	—
	

	10.7
	

	 
	15
	

	50
	 
	—
	

	—
	

	—
	—
	

	—
	—
	

	—
	—
	

	—
	

	—
	

	—
	—
	

	—
	

	52
	


	October 6, 2011
	—
	

	—
	

	—
	—
	

	10.7
	

	 
	15
	

	46
	 
	—
	

	—
	

	—
	—
	

	—
	—
	

	—
	—
	

	—
	

	—
	

	—
	—
	

	—
	52
	


	October 7, 2011
	15
	

	—
	

	—
	—
	

	10.7
	

	 
	15
	

	56
	 
	—
	

	—
	

	—
	—
	

	—
	—
	

	—
	—
	

	—
	

	—
	

	—
	

	—
	

	—
	52
	


	October 8, 2011
	—
	

	—
	

	—
	—
	

	10.7
	

	CU1
	15
	

	52
	 
	—
	

	—
	

	—
	—
	

	—
	—
	

	—
	—
	

	—
	

	—
	

	—
	

	—
	

	18
	34
	


	October 9, 2011
	—
	

	—
	

	—
	—
	

	10.7
	

	CU1
	15
	

	43
	 
	40
	

	—
	

	—
	—
	

	—
	—
	

	—
	—
	

	—
	

	—
	

	—
	

	—
	

	18
	62
	


	October 10, 2011
	—
	

	—
	

	—
	—
	

	10.7
	

	CU1
	18
	

	37
	 
	—
	

	—
	

	—
	—
	

	—
	—
	

	—
	—
	

	—
	—
	

	—
	

	—
	

	19
	

	47
	


	October 11, 2011
	—
	

	—
	

	—
	—
	

	10.7
	

	CU1
	8
	

	40
	 
	—
	

	—
	

	—
	—
	

	—
	—
	

	—
	—
	

	—
	—
	

	—
	

	—
	

	11
	

	36
	


	#####################
	—
	

	—
	

	—
	—
	

	10.7
	

	CU1
	13
	

	37
	 
	—
	

	—
	

	—
	—
	

	—
	—
	

	—
	—
	

	—
	

	—
	

	—
	

	—
	

	7
	

	25
	


	October 13, 2011
	—
	

	—
	

	—
	—
	

	10.7
	

	CU1
	9
	

	39
	 
	35
	

	—
	

	—
	—
	

	—
	—
	

	—
	—
	

	—
	

	—
	

	—
	

	—
	

	11
	

	49
	


	October 14, 2011
	—
	

	—
	

	—
	—
	

	10.7
	

	CU1
	—
	

	50
	 
	15
	

	—
	

	—
	—
	

	—
	—
	

	—
	—
	

	—
	

	—
	

	—
	—
	

	20
	

	44
	


	October 15, 2011
	—
	

	—
	

	—
	—
	

	10.7
	

	CU1
	—
	

	63
	 
	—
	

	—
	

	—
	—
	

	—
	—
	

	—
	—
	

	—
	

	—
	

	—
	—
	

	20
	

	23
	


	October 16, 2011
	—
	

	—
	

	—
	—
	

	10.7
	

	CU1
	—
	

	73
	 
	—
	

	—
	

	35
	35
	

	—
	—
	

	—
	—
	

	—
	

	—
	

	—
	

	—
	

	20
	33
	


	October 17, 2011
	—
	

	—
	

	—
	—
	

	10.7
	

	CU1
	11
	

	74
	 
	—
	

	—
	

	—
	—
	

	—
	—
	

	—
	—
	

	—
	—
	

	—
	

	—
	

	8
	

	25
	


	October 18, 2011
	—
	

	—
	

	—
	—
	

	10.7
	

	CU1
	18
	

	67
	 
	—
	

	—
	

	—
	—
	

	—
	—
	

	—
	—
	

	—
	

	—
	

	—
	

	—
	

	—
	

	25
	










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


	
																																								
	#####################
	—
	

	—
	

	—
	—
	

	10.7
	

	CU1
	18
	

	60
	 
	—
	

	—
	

	—
	—
	

	—
	—
	

	—
	—
	

	—
	

	—
	

	—
	

	—
	

	—
	25
	


	October 20, 2011
	—
	

	—
	

	—
	—
	

	10.7
	

	CU1
	18
	

	52
	 
	—
	

	—
	

	—
	—
	

	—
	—
	

	—
	—
	

	—
	

	—
	

	—
	

	—
	

	—
	

	25
	


	October 21, 2011
	—
	

	—
	

	—
	—
	

	10.7
	

	CU1
	18
	

	45
	 
	—
	

	—
	

	—
	—
	

	—
	—
	

	—
	—
	

	—
	—
	

	—
	—
	

	—
	25
	


	October 22, 2011
	—
	

	—
	

	—
	—
	

	10.7
	

	CU1
	18
	

	38
	 
	—
	

	—
	

	—
	—
	

	—
	—
	

	—
	—
	

	—
	

	—
	

	—
	—
	

	—
	

	25
	


	October 23, 2011
	—
	

	—
	

	—
	—
	

	10.7
	

	CU1
	18
	

	31
	 
	—
	

	—
	

	—
	—
	

	—
	36
	

	—
	—
	

	—
	

	—
	

	—
	

	—
	

	—
	

	61
	


	2/27/11
	33,500
	 
	 
	10,300
	 
	6,000
	3,000
	5,225
	 
	0
	 
	28,000

	2/28/11
	33,500
	 
	 
	10,300
	 
	6,000
	3,000
	17,271
	 
	0
	 
	0
	 

	 
	791,500
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	28,268
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 




	
																						
	 
	INVENTORY AS OF 2400 HOURS
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	           TOTAL
	 
	 

	 
	 
	 
	PARAMOUNT
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	PPC/LB
	PPC w/ Tesoro
	Total
	Total w/o Tesoro

	 
	Outside Storage
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	Paramount
	 
	Long Beach
	 
	 

	 
	Oriente
	Tesoro
	Basra
	 
	 
	Cold Lake
	Oriente
	Cold Lake
	 
	 
	 
	Oriente
	Cold Lake
	Mixed
	Basra
	Tk30006/7
	Tk30003/4
	 
	 
	 
	 

	 
	Plains-LB
	Plains-607
	Plains-608
	KM 178103
	KM 178104
	EH 735
	EH 734
	EH 713
	EH 712
	Line Fill etc
	Total
	Tk80002
	Tk 80003
	Tk125001
	Tk125002
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	Friday, September 30, 2011
	0 
	245 
	26 
	11 
	22 
	17 
	13 
	60 
	6 
	51 
	451 
	25
	43
	75
	95
	26
	51
	315
	451
	766
	521

	Saturday, October 01, 2011
	0 
	245 
	25 
	10 
	11 
	17 
	13 
	60 
	6 
	51 
	437 
	24
	29 
	68 
	92
	26
	51
	290
	192
	482
	237

	Sunday, October 02, 2011
	0 
	245 
	25 
	10 
	11 
	17 
	13 
	47 
	6 
	51 
	425 
	25
	31 
	65 
	77
	26
	51
	275
	180
	454
	209

	Monday, October 03, 2011
	0 
	245 
	25 
	10 
	11 
	17 
	13 
	10 
	6 
	51 
	387 
	25
	55 
	58 
	69
	26
	51
	283
	142
	425
	180

	Tuesday, October 04, 2011
	0 
	215 
	25 
	10 
	11 
	17 
	13 
	10 
	6 
	51 
	357 
	55
	46 
	53 
	60
	26
	51
	291
	142
	433
	218

	Wednesday, October 05, 2011
	0 
	215 
	25 
	10 
	11 
	17 
	13 
	10 
	6 
	51 
	357 
	52
	37 
	50 
	54
	26
	51
	269
	142
	411
	196

	Thursday, October 06, 2011
	0 
	215 
	25 
	10 
	11 
	17 
	13 
	10 
	6 
	51 
	357 
	52
	28 
	46 
	45
	26
	51
	247
	142
	389
	174

	Friday, October 07, 2011
	264 
	215 
	25 
	10 
	11 
	17 
	13 
	10 
	6 
	51 
	621 
	52
	19 
	56 
	36
	26
	51
	239
	406
	645
	430

	Saturday, October 08, 2011
	264 
	215 
	25 
	10 
	11 
	17 
	13 
	10 
	6 
	51 
	621 
	34
	19 
	52 
	36
	26
	51
	217
	406
	623
	408









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


	
																				
	Paramount
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	Crude Unit #1
	 
	 
	 
	 
	 
	 
	 
	Crude Unit #2
	 
	 
	 
	 
	Asphalt Production-Tons
	 
	 

	 
	Crude Rate
	Tank
	Grade
	 
	Asphalt 
	 
	Crude Rate
	Tank
	% 
	Grade 1
	 
	Asphalt
	 
	Flux Prod
	58-28
	PG 64
	EBS
	708
	PG 70

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	Thursday, November 03, 2011
	15.0
	Tk 80002
	Oriente
	 
	O-Flux
	 
	20.0
	Tk 80003
	100%
	Cold Lake
	 
	PG 76
	 
	1.50 
	 
	0.83 
	 
	 
	 

	Friday, November 04, 2011
	15.0
	Tk 80002
	Oriente
	 
	O-Flux
	 
	20.0
	Tk 80003
	100%
	Cold Lake
	 
	PG 64-22
	 
	1.50 
	 
	0.83 
	 
	 
	 

	Saturday, November 05, 2011
	15.0
	Tk 80002
	Oriente
	 
	O-Flux
	 
	20.0
	Tk 80003
	100%
	Cold Lake
	 
	PG 64-22
	 
	1.50 
	 
	0.83 
	 
	 
	 

	Sunday, November 06, 2011
	18.0
	Tk125001
	L A Basin
	 
	PG 70/EBS
	 
	20.0
	Tk 80003
	100%
	Cold Lake
	 
	PG 64-22
	 
	1.50 
	 
	1.00 
	 
	 
	 

	Monday, November 07, 2011
	18.0
	Tk125001
	L A Basin
	 
	PG 70/EBS
	 
	20.0
	Tk 80002
	100%
	Oriente
	 
	O-Flux
	 
	1.50 
	 
	1.00 
	 
	 
	 

	Tuesday, November 08, 2011
	18.0
	Tk125001
	L A Basin
	 
	PG 70/EBS
	 
	20.0
	Tk 80002
	100%
	Oriente
	 
	O-Flux
	 
	1.50 
	 
	1.00 
	 
	 
	 

	Wednesday, November 09, 2011
	18.0
	Tk125001
	L A Basin
	 
	PG 70/EBS
	 
	20.0
	Tk 80002
	100%
	Oriente
	 
	O-Flux
	 
	1.50 
	 
	1.00 
	 
	 
	 

	Thursday, November 10, 2011
	18.0
	Tk125001
	L A Basin
	 
	PG 70/EBS
	 
	20.0
	Tk 125002
	100%
	Basra
	 
	PG 58/707
	 
	1.50 
	 
	1.00 
	 
	 
	 

	Friday, November 11, 2011
	18.0
	Tk125001
	L A Basin
	 
	PG 70/EBS
	 
	20.0
	Tk 125002
	100%
	Basra
	 
	PG 58/707
	 
	1.50 
	 
	1.00 
	 
	 
	 

	Saturday, November 12, 2011
	18.0
	Tk125001
	L A Basin
	 
	PG 70/EBS
	 
	20.0
	Tk 125002
	100%
	Basra
	 
	PG 58/707
	 
	1.50 
	 
	1.00 
	 
	 
	 

	Sunday, November 13, 2011
	18.0
	Tk125001
	L A Basin
	 
	PG 70/EBS
	 
	20.0
	Tk 125002
	100%
	Basra
	 
	PG 58/707
	 
	1.50 
	 
	1.00 
	 
	 
	 













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




	
			
	Pricing Group
	Inventory Report Item
	Description

	

Asphalt
	 
	 

	 
	V.T.B. - 8
	V.T.B. - 8

	 
	0 - PEN
	0 - PEN

	 
	O PEN
	0 Pen

	 
	10 Pen
	10 Pen

	 
	150/200 Pen
	150/200 Pen

	 
	1500SSF
	1500 SSF

	 
	16 P
	16 Pen

	 
	200/300 PEN
	200/300 Pen

	 
	206 FLUX
	206 Flux

	 
	207 FLUX
	207 Flux

	 
	208 FLUX
	208 Flux

	 
	220 FLUX
	220 FLUX

	 
	240 SAT
	240 SATURANT

	 
	KRAFT SAT
	244 SATURANT

	 
	245
	245 SATURANT

	 
	245 SATURANT
	245 SATURANT

	 
	247 KRAFT SATURANT
	247 KRAFT SATURANT

	 
	248 SATURANT
	248 SATURANT

	 
	2A COATING FLUX
	2A COATING FLUX

	 
	2EHN
	2EHN

	 
	30 MESH CRB RBBR
	30 Mesh Crumb Rubber

	 
	300/400 PEN
	300/400 Pen

	 
	701SAT
	701 SATURANT

	 
	701 SAT
	701 SATURANT

	 
	702 SAT
	702 Saturant

	 
	707 SAT
	707 Saturant

	 
	708
	708 SATURANT

	 
	ST
	708 SATURANT

	 
	708 SAT
	708 SATURANT

	 
	709 SAT
	709 SATURANT

	 
	12110
	710 SATURANT

	 
	740 Shingle Adhesive
	740 Shingle Adhesive

	 
	740 SHINGLE
	740 SHINGLE SEALANT

	 
	748
	748 COATING

	 
	748/752
	748 COATING

	 
	748 COATING
	748 COATING

	 
	750 COATING
	750 COATING

	 
	751 UNCATALIZED  COA
	751 UNCATALIZED  COATING

	 
	748/752
	752 COATING

	 
	12752
	752 COATING

	 
	752 UNCATALYZED  COATING
	752 UNCATALYZED  COATING

	 
	755 COATING
	755 COATING

	 
	767 MOD
	767 MODIFIED COATING

	 
	80/100PEN
	80/100 Pen

	 
	A-5
	A-5

	 
	AC 10 ARIZONA
	AC 10 ARIZONA

	 
	AC 15
	AC 15

	 
	AC-20
	AC 20 NEVADA

	 
	AC 30 BARDON
	AC 30 Bardon

	 
	AC 30 NEVADA
	AC 30 Nevada

	 
	AC 30 NEVADA W% ANT
	AC 30 Nevada W % Antistrip

	 
	AC-5
	AC 5

	 
	AC 5 ASPHALT CEMENT
	AC 5 ASPHALT CEMENT

	 
	AC-10/SBS
	AC-10 W/SBS

	 
	AC-10(ARIZONA)  ASPHALT CEMENT
	AC-10(ARIZONA)  ASPHALT CEMENT

	 
	AC-15 ASPHALT CEMENT
	AC-15 ASPHALT CEMENT

	 
	AC-15-5TR
	AC-15-5TR

	 
	AC-15P
	AC-15P

	 
	AC20
	AC-20

	 
	AC-20  W-Antistrip
	AC-20  W-Antistrip









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


	
			
	 
	AC-20 ASPHALT CEMENT
	AC-20 ASPHALT CEMENT

	 
	AC20G
	AC-20 G

	 
	AC-20 W/ANTI
	AC-20 WITH ANTISTRIP

	 
	AC20W/ANTI
	AC-20 WITH ANTISTRIP- MODIFIED

	 
	AC-20(NEVADA)  ASPHALT CEMENT
	AC-20(NEVADA)  ASPHALT CEMENT

	 
	AC-20            % ANTI-STRIP
	AC-20            % ANTI-STRIP

	 
	AC20P
	AC-20P











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




	
			
	Pricing Group
	Inventory Report Item
	Description

	 
	AC-20P ASPHALT CEMENT
	AC-20P ASPHALT CEMENT

	 
	AC-20P w/        % Antistrip
	AC-20P w/        % Antistrip

	 
	AC-20R
	AC-20R

	 
	AC-20R ASPHALT CEMENT
	AC-20R ASPHALT CEMENT

	 
	AC-30 (NEVADA)
	AC-30 (NEVADA)

	 
	AC-30 w/        % ANTI-STRIP
	AC-30 w/        % ANTI-STRIP

	 
	AC-40
	AC-40

	 
	AC-40 ASPHALT CEMENT
	AC-40 ASPHALT CEMENT

	 
	AC-5/SBS
	AC-5 W/SBS

	 
	AC-50
	AC-50

	 
	Antistrip
	Antistrip

	 
	AR 4000 ASPHALT CEMENT
	AR 4000 ASPHALT CEMENT

	 
	AR 8000 ASPHALT CEMENT
	AR 8000 ASPHALT CEMENT

	 
	AR1000
	AR-1000

	 
	AR16000
	AR16000

	 
	AR-2000 ASPHALT CEMENT
	AR-2000 ASPHALT CEMENT

	 
	AR4000               % ANTI-STRIP
	AR4000               % ANTI-STRIP

	 
	AR8000               %ANTI-STRIP
	AR8000               %ANTI-STRIP

	 
	ARGO-CHLOR  SOLUTION (12.5
	ARGO-CHLOR  SOLUTION (12.5

	 
	FLUX- ASPHALT
	Asphalt Flux

	 
	ASPHALT RERUN
	ASPHALT RERUN

	 
	Atmospheric Bottoms(962)
	Atmospheric Bottoms(962)

	 
	B P Pro-Mix
	B P Pro-Mix

	 
	Blend
	basestock blend for PMA

	 
	BCM
	BCM Binder for Cold Mix

	 
	BG MUL88 CARB FOR ETOH
	BG MUL88 CARB FOR ETOH

	 
	BG PUL 90 CARB FOR ETOH
	BG PUL 90 CARB FOR ETOH

	 
	BITUSIZE BB-1
	BITUSIZE BB-1

	 
	BLOWN MODIFIED ASPHALT BASE
	BLOWN MODIFIED ASPHALT BASE

	 
	CMB
	CMB Cold Mix Binder

	 
	CMS-2
	CMS-2

	 
	CMS-2 (1:1)
	CMS-2 (1:1)Dilute

	 
	CMS-2 (1:2)
	CMS-2 (2:1) Dilute

	 
	CMS-2RA
	CMS-2RA

	 
	CMS-2S
	CMS-2S

	 
	COLACID-C EMULSION
	COLACID-C EMULSION

	 
	COOKOFF
	COOKOFF

	 
	CQS 1H EMULSION
	CQS 1H EMULSION

	 
	CQS1H
	CQS-1H

	 
	CQS-1H
	CQS-1H

	 
	CQS 1:1
	CQS-1H (1:1)Dilute

	 
	CQS-1H 2:1
	CQS-1H (2:1) DILUTE

	 
	CQS1H40/60
	CQS-1H 40-60

	 
	CQS1H60/40
	CQS-1H 60-40

	 
	CQS1H70/30
	CQS-1H 70-30

	 
	CQS-1HTR
	CQS-1HTR

	 
	CQS-1NV
	CQS-1NV

	 
	CRS-1
	CRS-1

	 
	CRS-2
	CRS-2

	 
	CRS-2
	CRS-2

	 
	CRS-2B
	CRS-2B

	 
	CRS-2H
	CRS-2H

	 
	CRS-2L
	CRS-2L

	 
	CRS-2NV
	CRS-2NV

	 
	CRS-2P
	CRS-2P

	 
	CRS-2P
	CRS-2P

	 
	CRS-2TR
	CRS-2TR

	 
	CSS-1
	CSS-1

	 
	CSS-1H
	CSS-1H

	 
	CSS-1H (1:1)
	CSS-1H (1:1) DILUTE

	 
	CSS-1H (2:1)
	CSS-1H (2:1) DILUTE

	 
	CSS-1H (3:1)
	CSS-1H (3:1) DILUTE

	 
	CSS1H30/70
	CSS-1H 30-70









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


	
			
	 
	CSS1H40/60
	CSS-1H 40-60

	 
	CSS-1H 60-40
	CSS-1H 60-40

	 
	CSS1H60/40
	CSS-1H 60-40

	 
	CSS1H70/30
	CSS-1H 70-30

	 
	CSS-1P
	CSS-1P

	 
	CSS-1P (2:1)
	CSS-1P (2:1)Dilute

	 
	CUTBACK ASPHALT
	CUTBACK ASPHALT











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




	
			
	Pricing Group
	Inventory Report Item
	Description

	 
	Cutback Asphalt
	Cutback Asphalt

	 
	DK
	DK Flux

	 
	DKF
	DK Flux

	 
	DK FLUX
	DK Flux

	 
	DK-FLUX
	DK-FLUX

	 
	Dyed Calif Diesel Fuel Max 15 PPM
	Dyed Calif Diesel Fuel Max 15 PPM

	 
	E-47
	E-47/XD-70

	 
	EBS 10TR
	EBS 10TR

	 
	EBS 90/120
	EBS 90/120

	 
	EBS-TR
	EBS-TR

	 
	ASP4011
	Edgiflex

	 
	EBS
	EMULSION BASE 50/60

	 
	EBS50/60
	EMULSION BASE 50/60

	 
	EBS-50/60
	EMULSION BASE 50/60

	 
	EBS 75/80
	EMULSION BASE 75/80

	 
	EMULSION BASE STOCK
	EMULSION BASE STOCK

	 
	EMULSION BASE STOCK 120/150
	EMULSION BASE STOCK 120/150

	 
	EMULSION BASE STOCK 50/60
	EMULSION BASE STOCK 50/60

	 
	EMULSION BASE STOCK 60/70
	EMULSION BASE STOCK 60/70

	 
	EMULSION BASE STOCK
	EMULSION BASE STOCK 65/75

	 
	Emulsion Base Stock 65/75
	Emulsion Base Stock 65/75

	 
	EMULSION BASE STOCK 70/80
	EMULSION BASE STOCK 70/80

	 
	EMULSION BASE STOCK 90/120
	EMULSION BASE STOCK 90/120

	 
	EVERFLX
	EVERGREEN FLUX

	 
	Evergreen Flux
	Evergreen Flux

	 
	FlexSeal
	FlexSeal

	 
	FLUX
	FLUX

	 
	FORTRESS CIR-EE
	Fortress CIR-EE

	 
	GGB-1
	GGB-1

	 
	GGB-2
	GGB-2

	 
	GGB-2 Asphalt Cement
	GGB-2 Asphalt Cement

	 
	GGB-2 w/            % Antistrip
	GGB-2 w/            % Antistrip

	 
	GGB-3
	GGB-3

	 
	GGB-3
	GGB-3

	 
	GLASS COATING 2AC
	GLASS COATING 2AC

	 
	GLASS COATING 2I
	GLASS COATING 2I

	 
	GLASS COATING 2M
	GLASS COATING 2M

	 
	HARD EBS 25/40
	HARD EBS 25/40

	 
	HARD EMULSION BASE STOCK 25/40
	HARD EMULSION BASE STOCK 25/40

	 
	KRAFT SATURANT
	KRAFT SATURANT

	 
	KRAFT SATURANT (241)
	KRAFT SATURANT (241)

	 
	L T R - CON
	L T R - CON

	 
	L T R - TRMAC
	L T R - TRMAC

	 
	LMCQS-1H
	LMCQS-1H

	 
	LMCQS-1H WITH LATEX           %
	LMCQS-1H WITH LATEX           %

	 
	LMCQSH 1:1
	LMCQSH 1:1

	 
	LMCQS-TR
	LMCQS-TR

	 
	LMCRS2+
	LMCRS2+

	 
	LMCRS-2A
	LMCRS-2A

	 
	LMCRS-2H
	LMCRS-2H

	 
	LMQSH
	LMQSH

	 
	LMRS-2H
	LMRS-2H

	 
	LMRS-2h
	LMRS-2h

	 
	LTR
	LTR

	 
	LTR/SS
	LTR/SS

	 
	LTR-CON
	LTR-CON

	 
	TRMAC
	LTR-CON

	 
	TRMAC-CA
	LTR-CON

	 
	LTRCQS1H
	LTRCQS-1H

	 
	MAC-10TR
	MAC-10TR

	 
	MAC-10TR W/ANTISTRIP
	MAC-10TR W/ANTISTRIP

	 
	MAC-10TR WITH             % Anti-Strip
	MAC-10TR WITH             % Anti-Strip

	 
	MAC-15TR
	MAC-15TR









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


	
			
	 
	MALARKEY FLUX
	MALARKEY FLUX

	 
	MALARKEY FLUX E
	MALARKEY FLUX E

	 
	Masterseal MTR
	Masterseal MTR

	 
	MC-250
	MC-250

	 
	MC-250 LIQUID ASPHALT
	MC-250 LIQUID ASPHALT

	 
	MC-30 LIQUID ASPHALT
	MC-30 LIQUID ASPHALT

	 
	MC-3000
	MC-3000











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




	
			
	Pricing Group
	Inventory Report Item
	Description

	 
	MC-3000 LIQUID ASPHALT
	MC-3000 LIQUID ASPHALT

	 
	MC-3000R
	MC-3000R

	 
	MC-3000TR
	MC-3000TR

	 
	MC-70
	MC-70

	 
	MC-70 LIQUID ASPHALT
	MC-70 LIQUID ASPHALT

	 
	MC-70NV
	MC-70NV

	 
	MC-800
	MC-800

	 
	MC-800 LIQUID ASPHALT
	MC-800 LIQUID ASPHALT

	 
	MC-800TR
	MC-800TR

	 
	MDC Emulsion
	MDC Emulsion

	 
	MEB
	MEB Modified Emulsion Base

	 
	Modified Asphalt Base, 120/150
	Modified Asphalt Base, 120/150

	 
	Modified Asphalt Base, 90/120
	Modified Asphalt Base, 90/120

	 
	MODIFIED BIT BASE
	MODIFIED BIT BASE

	 
	Modified Coating Rooflex
	Modified Coating Rooflex

	 
	SCRUB SEAL
	MODIFIED SCRUB SEAL

	 
	MOD SHGL BASE
	MODIFIED SHINGLE BASE 60/70

	 
	MOOSE JAW FLUX
	MOOSE JAW FLUX

	 
	MQK-1M
	MQK-1M

	 
	Murphy Flux
	Murphy Flux

	 
	MURPHYFLX
	Murphy Flux

	 
	LATEX
	NVX1118 - Latex

	 
	OMEGA
	OMEGA FLUX

	 
	OMEGA FLUX
	OMEGA FLUX

	 
	Omega Flux
	Omega Flux

	 
	ORIENTE  FLUX
	ORIENTE FLUX

	 
	O FLUX
	ORIENTE FLUX

	 
	ORIENTE FLUX
	ORIENTE FLUX

	 
	ORRCO FLUX
	ORRCO FLUX

	 
	PBA-1 ASPHALT CEMENT
	PBA-1 ASPHALT CEMENT

	 
	PBA-1/Anti-strip
	PBA-1/Anti-strip

	 
	PBA-1a ASPHALT CEMENT
	PBA-1a ASPHALT CEMENT

	 
	PBA-2
	PBA-2

	 
	PBA-3
	PBA-3

	 
	PBA-3 ASPHALT CEMENT
	PBA-3 ASPHALT CEMENT

	 
	PBA-4 ASPHALT CEMENT
	PBA-4 ASPHALT CEMENT

	 
	PBA-5 ASPHALT CEMENT
	PBA-5 ASPHALT CEMENT

	 
	PBA-6
	PBA-6

	 
	PBA-6A
	PBA-6A

	 
	PBA-6A Asphalt Cement
	PBA-6A Asphalt Cement

	 
	PBA-6B
	PBA-6B

	 
	PDA BOTTOMS
	PDA Bottoms

	 
	PG 52-28
	PG 52-28

	 
	PG 52-34
	PG 52-34

	 
	PG 58-22
	PG 58-22

	 
	PG 58-28
	PG 58-28

	 
	PG 58-34
	PG 58-34

	 
	58-34PM
	PG 58-34PM

	 
	PG64-10
	PG 64-10

	 
	PG 64-10 Asphalt Cement
	PG 64-10 Asphalt Cement

	 
	PG64-10G
	PG 64-10 G

	 
	PG 64-10 W/ANTISTRIP
	PG 64-10 W/ANTISTRIP

	 
	PG 64-10 With           % Antistrip
	PG 64-10 With           % Antistrip

	 
	64-16
	PG 64-16

	 
	PG 64-16
	PG 64-16

	 
	PG64-16
	PG64-16

	 
	PG64-16G
	PG 64-16 G

	 
	PG 64-16 WITH ANTISTRIP
	PG 64-16 WITH ANTISTRIP

	 
	64-22
	PG 64-22

	 
	PG 64-22
	PG 64-22

	 
	PG 64-22 W/ADDITIVE
	PG 64-22 W/Additive

	 
	PG64-22W/ANT
	PG 64-22 W/ANTISTRIP

	 
	PG 64-22 With           % Antistrip
	PG 64-22 With           % Antistrip









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


	
			
	 
	64-22WM     %
	PG 64-22WM       %

	 
	64-25
	PG 64-25

	 
	PG 64-28
	PG 64-28

	 
	PG 64-28 W-% ANTIST
	PG 64-28 W-% ANTISTRIP

	 
	PG 64-28 W-% ARR MA
	PG 64-28 W-% Arr Maz Antistrip

	 
	PG64-28ER
	PG 64-28ER

	 
	64-28NV
	PG 64-28NV











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




	
			
	Pricing Group
	Inventory Report Item
	Description

	 
	PG6428PM
	PG6428PM

	 
	PG 64-28PM
	PG 64-28PM

	 
	PG64-28PM
	PG 64-28PM

	 
	PG64-28PM W/ANTI ST
	PG 64-28PM W/ANTI STRIP

	 
	PG 64-28PM W/ANTISTRIP
	PG 64-28PM W/ANTISTRIP

	 
	PG 64-28TR
	PG 64-28TR

	 
	PG6428TR
	PG6428TR

	 
	PG 64-28TR+
	PG 64-28TR+

	 
	64-34
	PG 64-34

	 
	PG 67-22
	PG 67-22

	 
	70-10
	PG 70-10

	 
	PG 70-10
	PG 70-10

	 
	PG70-10G
	PG 70-10 G

	 
	70-10W/ANTI
	PG 70-10 W/ANTISTRIP

	 
	70-16
	PG 70-16

	 
	PG 70-16TR
	PG 70-16TR

	 
	PG70-22
	PG 70-22

	 
	70-22W/ANT
	PG 70-22 W/ANTISTRIP

	 
	PG70-22ER
	PG 70-22ER

	 
	PG70-22ER-H
	PG 70-22ER-H

	 
	PG 70-22PM
	PG 70-22PM

	 
	PG70-22TR
	PG 70-22TR

	 
	PG 70-22TR w       % ANTISTRIP
	PG 70-22TR w       % ANTISTRIP

	 
	PG 70-28
	PG 70-28

	 
	PG 70-28 W% ANTISTR
	PG 70-28 W% ANTISTRIP

	 
	PG70-28ER
	PG 70-28ER

	 
	PG70-28TR
	PG 70-28TR

	 
	76-10
	PG 76-10

	 
	PG 76-10
	PG 76-10

	 
	76-16
	PG 76-16

	 
	PG 76-22
	PG 76-22

	 
	PG 76-22 W/ANTISTRIP
	PG 76-22 W/ANTISTRIP

	 
	PG 76-22 With             % Antistrip
	PG 76-22 With             % Antistrip

	 
	PG76-22CC
	PG 76-22CC

	 
	PG 76-22ER
	PG 76-22ER

	 
	PG 76-22NV
	PG 76-22NV

	 
	PG 76-22NVTR
	PG 76-22NVTR

	 
	PG 76-22PM
	PG 76-22PM

	 
	PG 76-22PM w/          % Antistrip
	PG 76-22PM w/          % Antistrip

	 
	PG7622TR
	PG7622TR

	 
	PG 76-22TR
	PG 76-22TR

	 
	PG 76-22TR With             % Antistrip
	PG 76-22TR With             % Antistrip

	 
	PG 76-22TR+
	PG 76-22TR+

	 
	PG76-28
	PG 76-28

	 
	PG58-22
	PG58-22

	 
	PG58-22
	PG58-22

	 
	PG58-28
	PG58-28

	 
	PG58-34 Asphalt Cement
	PG58-34 Asphalt Cement

	 
	PG64-16 ASPHALT CEMENT
	PG64-16 ASPHALT CEMENT

	 
	PG64-16 w/        % Antistrip
	PG64-16 w/        % Antistrip

	 
	PG70-10
	PG70-10

	 
	PG70-10 w/            % Antistrip
	PG70-10 w/            % Antistrip

	 
	PG70-22
	PG70-22

	 
	PG70-22 w/            % Antistrip
	PG70-22 w/            % Antistrip

	 
	PG70-28
	PG70-28

	 
	PG70-28 w/            % Antistrip
	PG70-28 w/            % Antistrip

	 
	PG76-16
	PG76-16

	 
	PG76-22 CC-20TR
	PG76-22 CC-20TR

	 
	PG76-22CC
	PG76-22CC

	 
	PG82-22
	PG82-22

	 
	PMA
	PMA

	 
	PMCE
	PMCE

	 
	PMCQS-1NV
	PMCQS-1NV









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


	
			
	 
	PMCQS 2.5%
	PMCQS-2 1/2%

	 
	PMCQS 2%
	PMCQS-2%

	 
	PMCQS 3%
	PMCQS-3% (1H)

	 
	PMCQSH
	PMCQSH

	 
	PMCRS-2H
	PMCRS-2H

	 
	PMQSH
	PMQSH

	 
	PMEM
	Polymer Mod Emuls Membrane











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




	
			
	Pricing Group
	Inventory Report Item
	Description

	 
	QPR
	QPR

	 
	QSH
	QSH

	 
	QSH (1:1) DILUTE
	QSH (1:1) DILUTE

	 
	R. B. S.
	R. B. S.

	 
	RA-25 RECYCLING AGENT
	RA-25 RECYCLING AGENT

	 
	RA-75 RECYCLING AGENT
	RA-75 RECYCLING AGENT

	 
	RAILCAR FLUX
	RAILCAR FLUX

	 
	RAILCAR FLUX(930)
	RAILCAR FLUX(930)

	 
	Rayngard SS-1H
	Rayngard SS-1H

	 
	RBS
	RBS

	 
	REFLEX CIR
	Reflex CIR

	 
	RERUN
	RERUN

	 
	TYPE 11
	ROOFING ASPH TYPE 11

	 
	TPYE 111
	ROOFING ASPH TYPE 111

	 
	TYPE 1
	ROOFING ASPHALT TYPE 1

	 
	Rooflex (780)
	Rooflex (780)

	 
	ROOFLEX 770
	ROOFLEX 770

	 
	Rooflex 775
	Rooflex 775

	 
	ROOFLEX 780
	ROOFLEX 780

	 
	Rooflex TRS-5
	Rooflex TRS-5

	 
	RS-1 EMULSIFIED ASPHALT
	RS-1 EMULSIFIED ASPHALT

	 
	RS-1 EMULSION
	RS-1 Emulsion

	 
	RS-1H
	RS-1H

	 
	RS-1h EMULSIFIED ASPHALT
	RS-1h EMULSIFIED ASPHALT

	 
	RS-2
	RS-2

	 
	RS-2 EMULSIFIED ASPHALT
	RS-2 EMULSIFIED ASPHALT

	 
	RS-2H
	RS-2H

	 
	RS-2h EMULSIFIED ASPHALT
	RS-2h EMULSIFIED ASPHALT

	 
	RT BASE
	RTB

	 
	RTE
	RTE

	 
	RTE (High Elevation)
	RTE (High Elevation)

	 
	RTE BASE
	RTE Base

	 
	RTE Emulsion
	RTE Emulsion

	 
	RTE W_% LATEX
	RTE W_% Latex

	 
	S-4301
	S-4301

	 
	SC-250
	SC-250

	 
	SC-250 LIQUID ASPHALT
	SC-250 LIQUID ASPHALT

	 
	SC-250 W % ANTISTRI
	SC-250 W % ANTISTRIP

	 
	SC-250 w/Antistrip
	SC-250 w/Antistrip

	 
	SC-30
	SC-30

	 
	SC-30 LIQUID ASPHALT
	SC-30 LIQUID ASPHALT

	 
	SC-3000
	SC-3000

	 
	SC-3000 LIQUID ASPHALT
	SC-3000 LIQUID ASPHALT

	 
	SC-70
	SC-70

	 
	SC-70 LIQUID ASPHALT
	SC-70 LIQUID ASPHALT

	 
	S8
	SC-800

	 
	SC-800
	SC-800

	 
	SC-800 LIQUID ASPHALT
	SC-800 LIQUID ASPHALT

	 
	SC-800 WITH ANTISTRIP
	SC-800 WITH ANTISTRIP

	 
	SHG SEAL
	SHINGLE SEALANT

	 
	Shingle Sealant
	Shingle Sealant

	 
	SMI
	SMI

	 
	SOFT EBS
	SOFT EMULSION BASE STOCK

	 
	SOFT EMULSION BASE STOCK
	SOFT EMULSION BASE STOCK

	 
	SOL-EMULS
	Solventless Emulsion

	 
	SPECIAL 77
	SPECIAL 77

	 
	SS EMULSION W/LATEX
	SS EMULSION W/LATEX

	 
	SS Emulsion w/Latex
	SS Emulsion w/Latex

	 
	SS-1
	SS-1

	 
	SS-1 EMULSIFIED ASPHALT
	SS-1 EMULSIFIED ASPHALT

	 
	SS-1H
	SS-1H

	 
	SS
	SS-1H

	 
	SS1H
	SS-1H









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


	
			
	 
	SS1-H 1:1
	SS-1H (1:1) DILUTE

	 
	SS-1H (2:1) DILUTE
	SS-1H (2:1) DILUTE

	 
	SS1H30/70
	SS-1H 30-70

	 
	SS1H40/60
	SS-1H 40-60

	 
	SS1H60/40
	SS-1H 60-40

	 
	SS1H(2:1)
	SS-1H 66.6-33.3

	 
	SS1H70/30
	SS-1H 70-30











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




	
			
	Pricing Group
	Inventory Report Item
	Description

	 
	SS1H75/25
	SS-1H 75-25

	 
	SS1H80/20
	SS-1H 80-20

	 
	SS-1H Emulsion Dilute
	SS-1H Emulsion Dilute

	 
	SS-1H NVX
	SS-1H NVX

	 
	SS1H/EMULSION
	SS1H/EMULSION

	 
	TMA-2000
	TMA-2000

	 
	TOPBASE
	Topein Base

	 
	TOP C
	Topein C

	 
	TOP CRTS
	TOPEIN CRTS

	 
	TOP CRTS50/50
	TOPEIN CRTS 50-50

	 
	TOP CRTS60/40
	TOPEIN CRTS 60-40

	 
	TOP S
	Topein S

	 
	TOP S20/80
	Topein S 20-80

	 
	TOP S25/75
	Topein S 25-75

	 
	TOP S(1:2)
	Topein S 33.3-66.6

	 
	TOP S50/50
	Topein S 50-50

	 
	TR HARDPEN (WRT)
	TR HARD PEN     Wright Asphalt

	 
	TRMSS
	TRMSS

	 
	Type 1 Roofing Asphalt
	Type 1 Roofing Asphalt

	 
	TYPE II Roofing Asphalt
	TYPE II Roofing Asphalt

	 
	TYPE III (745)
	TYPE III (745)

	 
	TYPE IV
	TYPE IV

	 
	UNCATALYZED  COATING
	UNCATALYZED  COATING

	 
	UNCATALYZED  COATING (748)
	UNCATALYZED  COATING (748)

	 
	V.T.B.
	V.T.B.

	 
	V.T.B. (HEAVY)
	V.T.B. (HEAVY)

	 
	VTB
	VTB

	 
	VTB (HEAVY)
	VTB (Heavy)

	 
	VTB for Fuel Oil
	VTB for Fuel Oil

	 
	VTBFO
	VTB for Fuel Oil

	 
	BUNKER C
	BUNKER C

	 
	BUNKER C FUEL OIL
	BUNKER C FUEL OIL

	 
	Fuel Oil
	Fuel Oil

	 
	FUEL OIL CUTTER
	FUEL OIL CUTTER

	 
	HIGH SULFUR FUEL OIL, 1500 SSF(160)
	HIGH SULFUR FUEL OIL, 1500 SSF(160)

	 
	HIGH SULFUR FUEL OIL, 1500 SSF(160)
	HIGH SULFUR FUEL OIL, 1500 SSF(160)

	 
	HIGH SULFUR FUEL OIL, 3000 SSF(161)
	HIGH SULFUR FUEL OIL, 3000 SSF(161)

	 
	HIGH SULFUR FUEL OIL, 4500 SSF(163)
	HIGH SULFUR FUEL OIL, 4500 SSF(163)

	Crude
	 
	 

	 
	ALASKAN NORTH SLOPE
	ALASKAN NORTH SLOPE

	 
	ALGER DILBIT CRUDE
	ALGER DILBIT CRUDE

	 
	AN
	ANS

	 
	PACPLANS
	ANS CRUDE AT PACIFIC PIPELINE

	 
	ANS
	ANS CRUDE OIL

	 
	ARAB MED
	ARAB MED

	 
	BAKKEN
	Bakken - Crude

	 
	BAKKEN
	BAKKEN CRUDE

	 
	BASRA
	BASRA MED

	 
	BASR
	BASRAH

	 
	BASRA CRUDE OIL
	BASRAH AT KINDER MORGAN

	 
	BASRAH
	BASRAH

	 
	PACPLBAS
	BASRAH CRUDE AT PACIFIC PIPELINE

	 
	BOSCAN
	BOSCAN

	 
	PACPLCAN
	CANADA MIX CRUDE AT ATSC

	 
	CANBLND
	CANADIAN BLEND

	 
	CANMIX
	CANADIAN MIX

	 
	Chevron Crude
	Chevron Crude

	 
	CHEV
	CHEVRON CRUDE

	 
	CHEV MIX
	CHEVRON MIX

	 
	CRMCRUDE
	CHEVRON MIX

	 
	CHEVCRUDE
	CHEVRON MIX

	 
	KMCHEV
	CHEVRON MIX CRUDE AT KINDER MORGAN

	 
	Chv Mix
	Chv Mix









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


	
			
	 
	COLD LAKE
	COLD LAKE

	 
	CLDLK
	COLD LAKE

	 
	EHCOLDLK
	COLD LAKE CRUDE AT EAST HYNES

	 
	COLDLAKE
	COLDLAKE CRUDE

	 
	PACPLCOLD
	COLDLAKE CRUDE AT PACIFIC PIPELINE

	 
	PTCOLDLK
	COLDLAKE CRUDE AT PACIFIC TERMINAL











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











































































































































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


Diesel
	
			
	Pricing Group
	Inventory Report Item
	Description

	 
	Crude
	Crude

	 
	CR
	CRUDE CHARGE

	 
	CRDE
	Crude Oil

	 
	Crude Oil
	Crude Oil

	 
	Crude Oil - Trucked
	Crude Oil - Trucked

	 
	CT
	CRUDE TWR OG

	 
	F6
	ELLWOOD

	 
	ESPO
	ESPO CRUDE

	 
	ESPO
	ESPO-CRUD

	 
	F4
	FORT APACHE

	 
	Glencore
	Glencore

	 
	F3
	HEAVY CRUDE T/T

	 
	HO
	HONDO

	 
	HUNTINGTON  BEACH
	HUNTINGTON  BEACH

	 
	EC
	HUNTINGTON  BEACH CRUDE

	 
	F1
	HVHS

	 
	Hvy. Crude
	Hvy. Crude

	 
	KOCH
	Koch Alberta Crude

	 
	KOCH ALBERTA CRUDE
	Koch Alberta Crude

	 
	KAC
	Koch Alberta Crude

	 
	PACPLL63
	L63 CRUDE AT PACIFIC PIPELINE

	 
	LA BASIN
	LA BASIN

	 
	L.A. BASIN CRUDE
	LA BASIN AT KINDER MORGAN

	 
	PACPLF8
	LA BASIN CRUDE AT PACIFIC PIPELINE

	 
	F8
	LA BASIN HEAVY

	 
	F81
	LA BASIN LIGHT

	 
	Lansing
	Lansing

	 
	LINE 63
	LINE 63

	 
	L6
	LINE 63

	 
	EHL63
	LINE 63 CRUDE AT EAST HYNES

	 
	Lt. Crude
	Lt. Crude

	 
	Lt./Hvy. Crude
	Lt./Hvy. Crude

	 
	MIX CRD
	MIX CRD

	 
	Mixed
	Mixed

	 
	Mixed Crude
	Mixed Crude

	 
	MONTEBELLO
	MONTEBELLO  CRUDE

	 
	MO
	MONTEBELLO  CRUDE

	 
	NAPO
	NAPO

	 
	NAPO
	NAPO CRUDE

	 
	PACPLNAPO
	NAPO CRUDE AT PACIFIC PIPELINE

	 
	OMAN
	OMAN CRUDE

	 
	ORIENTE
	Oriente

	 
	ORIENTE/BAS  LT
	Oriente at Plains W Hynes

	 
	ORIENTE CRUDE
	Oriente at KINDER MORGAN

	 
	ORIE
	Oriente

	 
	F2
	ORIENTE

	 
	EHORIENT
	ORIENTE CRUDE AT EAST HYNES

	 
	PACPLF2
	ORIENTE CRUDE AT PACIFIC PIPELINE

	 
	PTORIENT
	ORIENTE CRUDE AT PACIFIC TERMINAL

	 
	PLACERITA
	PLACERITA

	 
	PLACERITA
	PLACERITA CRUDE

	 
	PLNSORIE
	PLAINS ORIENTE

	 
	POLVO
	POLVO CRUDE

	 
	F7
	SAN JOAQUIN

	 
	SEAL BEACH
	SEAL BEACH

	 
	F5
	SEAL BEACH

	 
	SIGNAL HILL
	SIGNAL HILL

	 
	EHSJLB
	SJLB CRUDE AT EAST HYNES

	 
	PACPLF7
	SJLB CRUDE AT PACIFIC PIPELINE

	 
	SJV
	SJV

	 
	THUMS
	Thums

	 
	THUMS CRUDE
	Thums at Kinder Morgan

	 
	PACPLF9
	THUMS CRUDE AT PACIFIC PIPELINE

	 
	TOPKO
	TOPKO

	 
	WILMINGTON
	WILMINGTON












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


	
			
	 
	F9
	WILMINGTON






 

5D                                                                                           L S (.05) DIESEL








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




	
			
	Pricing Group
	Inventory Report Item
	Description

	 
	5P
	L S (.05) DIESEL PIPELINE

	 
	California Diesel Fuel Max 15 PPM
	California Diesel Fuel Max 15 PPM

	 
	CARB
	CARB DIESEL

	 
	CARB Diesel
	CARB Diesel

	 
	CARB DIESEL
	CARB DIESEL AT KINDER MORGAN

	 
	CARB DSL
	CARB ULTRA LS DSL

	 
	CARB DSLD
	CARB ULTRA LS DSL DYED

	 
	CARB ULS DIESEL
	CARB ULS DIESEL AT KINDER MORGAN

	 
	CARB ULTRA LS DSL
	CARB ULTRA LS DSL

	 
	CARB ULTRA LS DSL DYED
	CARB ULTRA LS DSL DYED

	 
	CARB ULTRA LS DSL L
	CARB ULTRA LS DSL L

	 
	CARB ULTRA LS DSL L DYED
	CARB ULTRA LS DSL L DYED

	 
	CD
	CARB DIESEL

	 
	CUTDIST
	Cutter Distillate

	 
	Cutter
	Cutter

	 
	CU
	CUTTER

	 
	DIESEL
	DIESEL

	 
	Diesel Blending
	Diesel Blending

	 
	Diesel Blending
	Diesel Blending

	 
	Diesel U-14 OOS
	Diesel U-14 OOS

	 
	DU
	UNFINISHED STR RUN DSL RED DYE

	 
	EPA
	EPA DIESEL

	 
	EPA DSL
	EPA DSL

	 
	EPA DIESEL
	EPA DIESEL AT KINDER MORGAN

	 
	EPA ULS DIESEL
	EPA ULS DIESEL AT KINDER MORGAN

	 
	EPA ULTRA LOW SULFER
	EPA ULTRA LOW SULFER

	 
	EPA ULTRA LOW SULFER
	EPA ULTRA LOW SULFER

	 
	F76
	NAVAL DISTILLATE F76

	 
	F-76 DIESEL
	NAVAL DISTILLATE F76 at Kinder Morgan

	 
	HCU Diesel
	HCU Diesel

	 
	HCU Diesel
	HCU Diesel

	 
	HCU feed Diesel
	HCU feed Diesel

	 
	HIGH SULFUR DIESEL (0.5%) DYED(130)
	HIGH SULFUR DIESEL (0.5%) DYED(130)

	 
	KMCARB
	CARB DIESEL AT KINDER MORGAN

	 
	KMEPA
	EPA DIESEL AT KINDER MORGAN

	 
	KMULSCD
	ULSCD AT KINDER MORGAN

	 
	LOW SULF. CARB EQUIVALENT DIESEL(134)
	LOW SULF. CARB EQUIVALENT DIESEL(134)

	 
	LOW SULF. CARB EQUIVALENT DIESEL(135)
	LOW SULF. CARB EQUIVALENT DIESEL(135)

	 
	LOW SULFUR CARB DIESEL (.05%)
	LOW SULFUR CARB DIESEL (.05%)

	 
	LOW SULFUR CARB DIESEL (.05%)(131)not
	LOW SULFUR CARB DIESEL (.05%)

	 
	LOW SULFUR CARB DIESEL DYED
	LOW SULFUR CARB DIESEL DYED

	 
	LOW SULFUR EPA DIESEL(133)
	LOW SULFUR EPA DIESEL(133)

	 
	LS CARB CERT. DIESEL 2
	LS CARB CERT. DIESEL 2

	 
	MARINE DIESEL(137)
	MARINE DIESEL(137)

	 
	MHCU Diesel
	MHCU Diesel

	 
	NAVAL DISTILLATE (F76)(136)
	NAVAL DISTILLATE (F76)(136)

	 
	NO2 LS
	Low Sulfur # 2 Fuel

	 
	NO2 LS
	Low Sulfur # 2 Fuel

	 
	NO2 ULS
	Ultra Low Sulfur #2F

	 
	NO2 ULS D
	Ultra Low Sulfur #2F Dyed

	 
	PCAPEPA
	EPA DIESEL IN PCAP

	 
	PCAPULSCD
	ULSCD IN PCAP

	 
	PD
	PRODUCTION  DIESEL

	 
	RD
	RED DYE DIESEL

	 
	S.R. Diesel
	S.R. Diesel

	 
	SH CARB MV#2 DIESEL (S-15
	SH CARB MV#2 DIESEL (S-15

	 
	TD
	TREATED DIESEL

	 
	TF
	F76 DIESEL

	 
	UD
	UNTREATED DIESEL

	 
	ULSCD
	ULTRA LOW SULFUR CARB DIESEL

	 
	ULSCDRD
	RED DYE ULTRA LOW SULFUR CARB DIESEL









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


	
			
	 
	ULSD
	ULTRA LOW SULFUR DIESEL

	 
	ULSD BASE PRODUCT
	ULSD BASE PRODUCT

	 
	ULSD EPA
	ULSD EPA

	 
	ULTRA LS CARB DSL 15 PPM
	ULTRA LS CARB DSL 15 PPM

	 
	ULTRA LS CARB DYED DSL 15 DYED
	ULTRA LS CARB DYED DSL 15 DYED

	 
	UNF NO2
	Unfinished # 2 Fuel

	 
	UNFINISHED STRAIGHT RUN
	UNFINISHED STRAIGHT RUN

	 
	UNFINISHED STRAIGHT RUN D
	UNFINISHED STRAIGHT RUN D

	 
	Unfinished Straight Run Diesel(Dyed)
	Unfinished Straight Run Diesel(Dyed)











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




	
			
	Pricing Group
	Inventory Report Item
	Description

	 
	UNFINISHED STRAIGHT RUN DISTILLATE Unfinished Straight Run Distillate
UNT Diesel UNT DSL UNT. Diesel
UNTREATED DIESEL UNTREATED DISTILLATE
	UNFINISHED STRAIGHT RUN DISTILLATE Unfinished Straight Run Distillate
UNT Diesel UNT DSL UNT. Diesel
UNTREATED DIESEL at Kinder Morgan
UNTREATED DISTILLATE at Kinder Morgan

	Catfeed
	 
	 

	 
	DP
F.R.G.O. FRGO GAS OIL
GAS OIL (GA)
GAS OIL (INCOMING)(792) Gasoil
HC Charge
	DEPENT FEED
F.R.G.O. FRGO GAS OIL
GAS OIL (GA)
GAS OIL (INCOMING)(792) Gasoil
HC Charge

	 
	HC Charge
	HC Chg

	 
	HC Chg
	HC Chg

	 
	HC Chg
	HC Chg

	 
	HC Chg (off spec)
HC Chg (sludge to 4') HIGH SULFUR GAS OIL HIGH SULFUR GAS OIL HVGO
HVGO KMVGO
Light Vacuum Gas Oil
LC LS LVGO PF
Start-up Oil
TREATED FCC FEED GAS OIL TVGO
UCO UCO/VGO UGO UNCGASOIL
UNCONVERTED  GAS OIL
UNTREATED FCC FEED GAS OIL, HOT VACUUM GAS OIL
VGO VGO VH VT
	HC Chg (off spec)
HC Chg (sludge to 4') HIGH SULFUR GAS OIL HIGH SULFUR GAS OIL HVGO
HVGO
VGO AT KINDER MORGAN Light Vacuum Gas Oil LIGHT CYCLE OIL
LOW SULFER FCC FEED Light Vacuum Gas Oil PIPELINE LS FCC
Start-up Oil
TREATED FCC FEED GAS OIL Treated VGO
UCO UCO/VGO UNCONVERTED  GAS OIL Unconverted Gas Oil UNCONVERTED  GAS OIL
UNTREATED FCC FEED GAS OIL, HOT VACUUM GAS OIL
Vacuum Gas Oil/Catfeed
VGO
UNT FCC FEED VACUUM TOPS

	Gasoline
	 
	 









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


	
			
	 
	ALKYLATE
Alkylate / Iso-Octane
ATSCALKY AZRBOB 89.5
AZRBOB 89.5 (Z6) C4Buty
C5Pente CARBOB CARBOB
CARBOB PREMIUM WINTER CARBOB-MID
CARBOB-P (SUMMER) CARBOB-P (WINTER) CARBOB-R (SUMMER) CARBOB-R (WINTER) CARBOB-RW
CARFG
CARFG UNL GAS - MID w/ 10% ETHANOL CARFG UNL GAS - SUMMER w/ 10% ETHANOL CARFG UNL GAS - SUMMER w/ 5.7%
CARFG UNL GAS - WINTER w/ 10% ETHANOL CARFG UNL GAS - WINTER w/ 5.7%
	ALKYLATE
Alkylate / Iso-Octane
ALKYLATE AT ATSC
AZRBOB 89.5 at Kinder Morgan AZRBOB 89.5 at Kinder Morgan Butylene
Pentene
CARBOB 85 GAS- SUMMER (A1) CARBOB GASOLINE
CARBOB PREMIUM WINTER CARBOB 85 GAS-MID (A2) CARBOB-P (SUMMER) CARBOB-P (WINTER) CARBOB-R (SUMMER) CARBOB-R (WINTER) CARBOB GAS- WINTER (A3) CARFG UNL GAS - WINTER
CARFG UNL GAS - MID w/ 10% ETHANOL CARFG UNL GAS - SUMMER w/ 10% ETHANOL CARFG UNL GAS - SUMMER w/ 5.7%
CARFG UNL GAS - WINTER w/ 10% ETHANOL CARFG UNL GAS - WINTER w/ 5.7%











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




	
			
	Pricing Group
	Inventory Report Item
	Description

	 
	CARFG UNL GAS-10% ETH SUM
	CARFG UNL GAS-10% ETH SUM

	 
	CARFG UNL GAS-10% ETH WIN
	CARFG UNL GAS-10% ETH WIN

	 
	CARFG1
	CARFG UNL GAS - SUMMER W/10%

	 
	CATNAPHT
	Cat Naphtha

	 
	CD Hydro Chg
	CD Hydro Chg

	 
	CD Hydro Chg
	CD Hydro Chg

	 
	coker naphtha
	coker naphtha

	 
	DESNAP
	Desulfurized Naphtha

	 
	DH
	#5 DHDS NAPHTHA

	 
	FN
	DESULF HVY NAP

	 
	FRNAPH
	Full Range Naphtha

	 
	FULL RANGE NAPHTHA
	FULL RANGE NAPHTHA

	 
	FULL RANGE NAPTHA
	FULL RANGE NAPTHA

	 
	F.R.N.
	FULL RANGE NAPTHA

	 
	Gaso. Blending
	Gaso. Blending

	 
	Gasoline
	Gasoline

	 
	GS
	#3 GHDS NAPHTHA

	 
	Heavy Reformate
	Heavy Reformate

	 
	HR
	HEAVY REFORMATE

	 
	HSR
	HSR

	 
	Hvy Naph - HUX OOS
	Hvy Naph - HUX OOS

	 
	IC4
	Isobutane

	 
	IC5
	Isopentane

	 
	IS
	ISOMERATE

	 
	ISO
	Isobutane

	 
	ISOB
	Isobutane

	 
	ISO - OCTANE
	ISO - OCTANE

	 
	ISO_OCTANE
	Iso Octane at Chemoil terminal

	 
	ISO BUTANE
	ISO BUTANE

	 
	ISO OCTANE
	ISO OCTANE

	 
	Isobutane (bullet) OOS
	Isobutane (bullet) OOS

	 
	Isobutane (sphere)
	Isobutane (sphere)

	 
	ISOMERATE
	ISOMERATE

	 
	ISOOCT
	ISO OCTANE

	 
	IsoOctane
	IsoOctane

	 
	KMPCBOB
	PREMIUM CARBOB AT KINDER MORGAN

	 
	KMCBOB
	CARBOB AT KINDER MORGAN

	 
	CBOB85
	CARBOB AT KINDER MORGAN

	 
	CARBOB 85
	CARBOB AT KINDER MORGAN

	 
	CARBOB 85 (A1)
	CARBOB AT KINDER MORGAN

	 
	CARBOB 85 (A2)
	CARBOB AT KINDER MORGAN

	 
	CARBOB 85 (A3)
	CARBOB AT KINDER MORGAN

	 
	CBOB89
	PREMIUM CARBOB AT KINDER MORGAN

	 
	CARBOB 89.5
	PREMIUM CARBOB AT KINDER MORGAN

	 
	LIGHT STRAIGHT RUN NAPHTHA
	LIGHT STRAIGHT RUN NAPHTHA

	 
	LIGHT STRAIGHT RUN NAPTHA
	LIGHT STRAIGHT RUN NAPTHA

	 
	LN
	LIGHT NAPHTHA

	 
	LSR
	LIGHT STRAIGHT RUN NAPHTHA

	 
	LSR -Gaso.
	LSR -Gaso.

	 
	Lt. Reformate
	Lt. Reformate

	 
	Naphtha
	Naphtha

	 
	NATURAL
	Natural Gasoline

	 
	Natural gasoline
	Natural gasoline

	 
	NC4
	Butane

	 
	NC5
	Pentane

	 
	NH
	#1 NHDS NAPHTHA

	 
	NORMAL BUTANE
	Normal Butane

	 
	NORMAL BUTANE
	NORMAL BUTANE

	 
	Normal Butane (sphere)
	Normal Butane (sphere)

	 
	offspec Ref
	offspec Ref

	 
	PCAPCBOB
	CARBOB IN PCAP

	 
	PE
	PENTANES

	 
	Pentane
	Pentane









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


	
			
	 
	PENTANE
	PENTANE

	 
	PN
	PURCHASED NAPHTH

	 
	PO
	NATURAL GAS LIQUID

	 
	PRECARFGS
	CARFG ULP GAS-10% Eth Summer

	 
	PRECARFGW
	CARFG ULP GAS-10% Eth Winter

	 
	Prem. Gaso.
	Prem. Gaso.

	 
	Premium
	Premium











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




	
			
	Pricing Group
	Inventory Report Item
	Description

	 
	PREMIUM GASOLINE -SUMMER
	PREMIUM GASOLINE -SUMMER

	 
	PREMIUM GASOLINE -WINTER
	PREMIUM GASOLINE -WINTER

	 
	PRM CARBOB
	PRM CARBOB

	 
	PRM Gas
	PRM Gas

	 
	PS
	PREMIUM SUMMER

	 
	PU
	PIPELINE UNLEADED SU

	 
	REFORMAT
	Reformate

	 
	REFORMATE
	REFORMATE

	 
	Regular
	Regular

	 
	REGULAR GASOLINE - SUMMER
	REGULAR GASOLINE - SUMMER

	 
	REGULAR GASOLINE - WINTER
	REGULAR GASOLINE - WINTER

	 
	REGULAR UL 85.5 CARB
	REGULAR UL 85.5 CARB

	 
	RF
	REFORMER FEED

	 
	RH
	REFORMATE HI RON

	 
	RL
	REFORMATE LO RON

	 
	RN
	FULL RANGE NAPHTHA

	 
	Sales (Gaso.)
	Sales (Gaso.)

	 
	SH RUL 87 CARB ETOH 3.3-3
	SH RUL 87 CARB ETOH 3.3-3

	 
	SH VPOWER 91 CARB ETOH 3.
	SH VPOWER 91 CARB ETOH 3.

	 
	SN
	HEAVY NAPHTHA

	 
	Sour Coker Naph
	Sour Coker Naph

	 
	Sweet Fd.
	Sweet Fd.

	 
	ULPCARBS
	CARBOB PREMIUM SUMMER

	 
	ULPCARFW
	CARBOB PREMIUM WINTER

	 
	UNF HVY NTA
	Unfinished Heavy Naphtha

	 
	UNFINISHED FULL RANGE NAPHTHA(119)
	UNFINISHED FULL RANGE NAPHTHA(119)

	 
	UNL SUMMER
	UNLEADED GAS - SUMMER GRADE

	 
	UNL WINTER
	CARFG UNL GAS - WINTER W/ETHANOL

	 
	UNLCARF
	CARFG UNL GAS- 5.7% Eth Summer

	 
	UNLCARFGS
	CARFG UNL GAS-10% Eth Summer

	 
	UNLCARFGW
	CARFG UNL GAS-10% Eth WIN

	 
	UNLCARFW
	CARFG UNL GAS- 5.7% Eth WINTER

	 
	UNTREATED HEAVY NAPHTHA
	UNTREATED HEAVY NAPHTHA

	 
	BD
	LPG FROM DEPENTANIZER-Butane

	 
	BG
	LPG (BUTANE) GAS

	 
	BR
	LPG FROM REFORMER-Butane

	 
	BU
	LPG (BUTANE) LIQ

	 
	MIXED PENTANE
	MIXED PENTANE

	 
	Mixed Pentanes
	Mixed Pentanes

	 
	MX PEN
	MIXED PENTANES

	 
	Natural Gas Liquid
	Natural Gas Liquid

	 
	NGL(904)
	NGL(904)

	 
	SUB-OCTANE  ULR
	ULR at Kinder Morgan

	 
	SUB-OCTANE  ULR  (H9)
	ULR at Kinder Morgan

	Jet
	 
	 

	 
	JET A
	Jet A

	 
	JP8
	Jet A Military JP8

	 
	JETICEADD
	Jet A W/Icing Inhibitor

	 
	JET A(120)
	JET A(120)

	 
	ATSCJET
	JET AT ATSC

	 
	KMJET
	JET AT KINDER MORGAN

	 
	PCAPJET
	JET IN PCAP

	 
	JET-A
	JET-A

	 
	JET-A W/ICING INHIBITOR
	JET-A W/ICING INHIBITOR

	 
	JAICE
	JET-A W/ICING INHIBITOR

	 
	1D
	JP8

	 
	JP-8
	JP-8

	 
	JP-8(925)
	JP-8(925)

	 
	Kerosene
	Kerosene

	 
	KD
	KEROSENE DISTILLATE

	 
	LOW SULFUR JP-8(123)
	LOW SULFUR JP-8(123)

	 
	PJ
	PIPELINE JET

	 
	KU
	PURCHASED KD (TO UD)









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


	
			
	 
	PK
	PURCHASED KEROSENE

	 
	JA
	REFINERY JET

	 
	UNF KERO
	UNFINISHED KEROSENE

	 
	Unfinished Kerosene Distillate
	Unfinished Kerosene Distillate

	 
	UNFINISHED KEROSENE DISTILLATE(125)
	UNFINISHED KEROSENE DISTILLATE(125)

	 
	UNT KD
	UNT KD











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




	
			
	Pricing Group
	Inventory Report Item
	Description

	 
	PD / Kero
	PD / Kero

	 
	PD / Kero
	PD / Kero

	 
	PD / Kero
	PD / Kero

	 
	ATSCJET
	JET AT ATSC

	 
	KMJET
	JET AT KINDER MORGAN

	 
	PCAPJET
	JET IN PCAP

	 
	JAICE
	JET-A W/ICING INHIBITOR

	 
	1D
	JP8

	 
	KD
	KEROSENE DISTILLATE

	 
	PJ
	PIPELINE JET

	 
	KU
	PURCHASED KD (TO UD)

	 
	PK
	PURCHASED KEROSENE

	 
	JA
	REFINERY JET

	Propane/LPG
	 
	 

	 
	C3Propa
	Propane

	 
	C3Propy
	Propylene

	 
	L.P.G.
	L.P.G.

	 
	LIQUID PETROLEUM GAS
	LIQUID PETROLEUM GAS

	 
	LPG
	LIQUID PETROLEUM GAS

	 
	PP/BB
	PP/BB

	 
	PR
	PROPANE

	 
	PROPANE
	Non-Stenched  Propane

	 
	PROPANE
	PROPANE

	Slop/Transmix
	 
	 

	 
	ATSCTM
	TRANS MIX AT ATSC

	 
	CS
	CRUDE UNIT SLOP

	 
	HVYSLOP
	HEAVY OIL SLOP

	 
	KMTM
	TRANS MIX AT KINDER MORGAN

	 
	LTSLOP
	LIGHT OIL SLOP

	 
	Recon.
	Recon.

	 
	SC
	SLOP OIL

	 
	SE
	EMULSION SLOP

	 
	SL
	LAKEWOOD SLOP

	 
	SLOP
	Slop Oil - Crude

	 
	SLOP
	Slop Oil - Crude

	 
	Slop Oil
	Slop Oil

	 
	Slop  oil
	Slop Oil

	 
	Slop Oil- PSV relief
	Slop Oil- PSV relief

	 
	SLOP OIL(973)
	SLOP OIL(973)

	 
	TM
	TRANS MIX

	 
	TRANSMIX
	TRANSMIX

	 
	TRANSMIX (991)
	TRANSMIX (991)

	 
	MIX PROD
	Mixed Product

	Excluded Products
	 
	 

	 
	CETANE
	CETANE IMPROVER

	 
	CI-0801 Cetane Improver
	CI-0801 Cetane Improver

	 
	Conductivity Improver
	Conductivity Improver

	 
	DYDIST
	Unf Dyed Dist

	 
	Gasoline Additive
	Gasoline Additive

	 
	GASOLINE COMPONENT
	GASOLINE COMPONENT

	 
	GC2000
	GC-2000

	 
	GC-2000(Carb  Diesel Add.)
	GC-2000(Carb  Diesel Add.)

	 
	GC-2000(Carb  Diesel Add.)(976)
	GC-2000(Carb  Diesel Add.)(976)

	 
	HYDROACID
	Hydrochloric Acid

	 
	HYDROCHLORIC  ACID (31.45%
	HYDROCHLORIC  ACID (31.45%

	 
	ICING INHIBITOR -  ADDITIVE
	ICING INHIBITOR -  ADDITIVE

	 
	INDULIN SA-L(988)
	INDULIN SA-L(988)

	 
	JC 747 Diesel Combustion Additive
	JC 747 Diesel Combustion Additive

	 
	JC747
	JC747 Diesel Additive

	 
	Lubricity Additive
	Lubricity Additive

	 
	MOLTEN SULFUR
	MOLTEN SULFUR

	 
	MOLTEN SULFUR
	MOLTEN SULFUR

	 
	Red Dye Additive
	Red Dye Additive









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


	
			
	 
	SHELL - Gasoline Additive
	SHELL - Gasoline Additive

	 
	Sodium Hydrosulfide, Solution
	Sodium Hydrosulfide, Solution

	 
	SODIUM NAPHTHENATE
	SODIUM NAPHTHENATE

	 
	SULFUR
	Sulfur











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




	
			
	Pricing Group
	Inventory Report Item
	Description

	 
	SULFUR
	SULFUR

	 
	SULFURIC ACID (93%)
	SULFURIC ACID (93%)

	 
	TALL OIL PITCH
	Tall Oil Pitch

	 
	ZINCSULPHATE
	Cetane Improver

	 
	CHEM-ACID HCL D40 Drum
	Cetane Improver

	 
	CHEM-ACID HCL- GA
	CH69

	 
	CHEM-AD HERE LOF
	ACID HCL

	 
	CHEM-ANIOX  II
	ADHERE

	 
	CHEM-AOS
	ANIOX II

	 
	CHEM-BENTONITE CLAY (SLURRY)
	CHEM-AOS

	 
	CHEM-BUTONAL  NS-198
	BEN CLAY

	 
	CHEM-BUTONAL  NX 1118
	BUT NS-198

	 
	CHEM-BUTONAL  NX 1138
	BUTONAL NX 1118

	 
	CHEM-BUTONAL  NX 4190
	BUTONAL NX 1138

	 
	CHEM-C450
	BUTONAL NX 4190

	 
	CHEM-C471
	C450

	 
	CHEM-CALCIUM  CHLORIDE
	C471

	 
	CHEM-CAUSTIC
	CAL CHLORIDE

	 
	CHEM-CAUSTIC  SODA Beads PPG
	CAUSTIC

	 
	CHEM-CORSAPAVE 197
	CAUSTIC SODA

	 
	CHEM-DRESINATE TX
	CHEM-CORSAPAVE 197

	 
	CHEM-DRESINATE XX
	DRSNATE TX

	 
	CHEM-DUOMEEN TE-9
	DRESNTE XX

	 
	CHEM-ELVAX  RESIN 3185
	TE-9

	 
	CHEM-EVOTHERM M1
	ELVAX

	 
	CHEM-EXXONMOBIL ESCORENE
	EVOTHERM M1

	 
	CHEM-GILSONITE
	EXXONESCORENE

	 
	CHEM-HONEYWELL 7205
	GILSONITE

	 
	CHEM-INDULIN  AA27
	CHEM-HONEYWELL 7205

	 
	CHEM-INDULIN  AA75
	CH35

	 
	CHEM-INDULIN  AA-89
	INDLN AA75

	 
	CHEM-INDULIN  C
	IND AA-89

	 
	CHEM-INDULIN  JAK
	INDULIN C

	 
	CHEM-INDULIN  QTS
	INDULIN JAK

	 
	CHEM-INDULIN  SAL
	INDULIN QTS

	 
	CHEM-INDULIN  W-5
	INDULIN SAL

	 
	CHEM-INDULIN  XD-70
	IND W-5

	 
	CHEM-INNOVALT N200
	IND XD-70

	 
	CHEM-INNOVALT N400
	INNOVALT-N200

	 
	CHEM-KRATON  1118
	INNOVALT

	 
	CHEM-KRATON  1184/86
	D1118

	 
	CHEM-KRATON  D-1101
	1184/86/AT

	 
	CHEM-KRATON  D1192 ET
	KRTN 1101

	 
	CHEM-KRATON  MD0243 KT
	CHEM-KRATON  D1192 E

	 
	CHEM-LAB
	CHEM-KRATON  MD0243

	 
	CHEM-LATEX/UP 1158
	LAB

	 
	CHEM-LATEX/UP 1159
	CHEM-UP 1158

	 
	CHEM-METHOCEL 40-100
	CHEM-UP 1159

	 
	CHEM-MORELIFE 5000
	METHOCEL

	 
	CHEM-MQ3
	MORELIFE 5000

	 
	CHEM-MQ4
	MQ3

	 
	CHEM-MQK-IM
	MQ4

	 
	CHEM-PAVEBOND/MORE
	MQK

	 
	CHEM-PC 1688
	PVB/AS

	 
	CHEM-PERAL  417
	PC 1688

	 
	CHEM-POLYBILT  103/7840E
	PERAL 417

	 
	CHEM-POLYBILT  152/721.1K
	103/7840E

	 
	CHEM-POLYFON  H
	152/721.1K

	 
	CHEM-Polyphosphoric Acid
	POLYFON H

	 
	CHEM-REDICOTE E-4819
	CHEM-POLYPHOSPHORIC

	 
	CHEM-SASOBIT
	REDIC 4819

	 
	CHEM-SHEREX  AA27
	SASOBIT

	 
	CHEM-SHEREX  AA54-100
	SHRX AA27









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


	
			
	 
	CHEM-SODIUM  BICARBONATE
	SHRX AA54

	 
	CHEM-SODIUM  CHLORIDE
	SOD BICARB

	 
	CHEM-SODIUM  HYDROXIDE
	SOD CHLOR

	 
	CHEM-Solprene  411
	SODIUM HYDROXIDE

	 
	CHEM-SULFUR
	S 411

	 
	CHEM-SYNETHIC  RUBBER
	CHEM-SULFUR

	 
	CHEM-TALL OIL
	CHEM-SYNETHIC  RUBBE











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




	
			
	Pricing Group
	Inventory Report Item
	Description

	 
	CHEM-TOPEIN  CMA
	TALL OIL

	 
	CHEM-TRI VIS L
	CHEM-TOPEIN  CMA

	 
	CHEM-TROYSAN  186
	TRI VIS L

	 
	CHEM-UP-1935
	TROYSAN186

	 
	CHEM-VINSOL  BAGS
	UP-1935

	 
	CHEM-VINSOL  NVX
	VINSOL BAGS

	 
	CHEM-VINSOL  RESIN
	VINSOL NVX

	 
	CHEM-ZINC SULPHATE
	VINZOL

	 
	Sour Water
	Sour Water

	 
	Nitrogen
	Nitrogen

	 
	Ammonia (OOS)
	Ammonia (OOS)

	 
	ETHBOB
	Ethanol-RBOB

	 
	ETHANOL
	Ethanol

	 
	ETHANOL - 100 %
	ETHANOL - 100 %

	 
	ETHANOL (DENAT ALCOHOL)
	ETHANOL (DENAT ALCOHOL)

	 
	ETHANOL COMPONENT
	ETHANOL COMPONENT

	 
	DE
	DEETHANIZER  OFF GAS

	 
	DG
	DEPENT GAS

	 
	FG
	DHDS FRAC OFF GAS

	 
	FT
	FLASH TWR OG

	 
	GG
	#3 GHDS OFF GAS

	 
	PG
	PLANT GAS

	 
	RG
	REFORMER STAB OFF GAS

	 
	FL
	DHDS FRAC OH LIQ

	 
	LU
	LUBE OIL

	 
	1C
	#1 CRUDE HTR FG

	 
	1V
	#1 VACUUM HEATER FG

	 
	2C
	#2 CRUDE HTR FG

	 
	2V
	#2 VACUUM HTR FG

	 
	AB
	AB PLANT HTRS FG

	 
	BF
	BOILER FUEL GAS

	 
	C1Meth
	Methane

	 
	C2Etha
	Ethane

	 
	C2Ethy
	Ethylene

	 
	CL
	NAT GAS TO C-120

	 
	CO
	Carbon Monoxide

	 
	CO2
	Carbon Dioxide

	 
	DI
	DIST HDS HTR FG

	 
	DR
	DEPENT REB FG

	 
	FA
	FLARE GAS

	 
	FH
	FLASH TWR HTR FG

	 
	GF
	GAS OIL HDS HTR

	 
	H2Hyd
	Hydrogen

	 
	H2S
	Hydrogen Sulfide

	 
	IN
	INCIN H 401 FG

	 
	N2
	Nitrogen

	 
	O2
	Oxygen

	 
	RE
	REFORM HTR FG

	 
	SF
	SCOT FUEL GAS

	 
	OW
	OILY WATER

	 
	SW
	STORM WATER

	 
	H2
	WATER (H2O)

	 
	FGAS
	FUEL GAS BURNED

	 
	NG
	NATURAL GAS (CITY)

	 
	7BOILER
	STEAM FROM #7 BOILER

	 
	8BOILER
	STEAM FROM #8 BOILER

	 
	9BOILER
	STEAM FROM #9 BOILER

	 
	ABPLANT
	STEAM TO AB PLANT

	 
	ABWHB
	STEAM FROM AB WHB

	 
	BSRX
	STEAM TO BS RX

	 
	BSSGB
	STEAM TO BS SGB

	 
	COGEN
	STEAM FROM COGEN

	 
	COGENDEAERATOR
	STEAM TO COGEN DEAERATOR









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


	
			
	 
	DEAERATOR
	STEAM TO DEAERATOR

	 
	DIPAREB
	STM TO DIPA REB

	 
	FLARE
	STEAM TO FLARE

	 
	GHDSWHB
	STEAM FROM GHDSWHB

	 
	ISOMRX
	STEAM TO ISOM RX

	 
	JETS
	STEAM TO JETS

	 
	NSREBOILER
	STEAM TO NS REBOILER











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




	
			
	Pricing Group
	Inventory Report Item
	Description

	 
	REFDEAERATOR
	STEAM TO REF DEAERATOR

	 
	REFWHB
	STEAM FROM WHB

	 
	RSREBOILER
	STEAM TO RS REBOILER

	 
	SRUWHB
	STEAM FROM SRU WHB

	 
	STABREBOILER
	STEAM TO STAB REBOILER

	 
	STABSTRIP
	STEAM TO STAB SIDE STRM

	 
	TANKFARM
	STEAM TO TANK FARM

	 
	W208
	STEAM TO W208

	 
	W301
	STEAM TO W301

	 
	W302
	STEAM TO W302

	 
	W304
	STEAM TO W304

	 
	W601
	STEAM TO W601

	 
	W602B
	STEAM TO W602B

	 
	W602C
	STEAM TO W602C

	 
	W602D
	STEAM TO W602D

	 
	W605
	STEAM TO W605

	 
	W802
	STEAM TO W802

	 
	W803
	STEAM TO W803

	 
	W804
	STEAM TO W804

	 
	HYDRO
	STEAM TO HYDROPROCESSING











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


Pricing Group               Inventory Report Item                                                      Description





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

	 
	 
	 
	 
	 












Schedule R
FORM OF STEP-OUT INVENTORY SALES AGREEMENT




THIS STEP-OUT INVENTORY SALES AGREEMENT (this “Agreement”), is made and entered into as of the [insert the Termination Date], by and between J. Aron & Company (“Seller”) and Alon Supply, Inc. (the “Buyer”) (each referred to individually as a “Party” and collectively, the “Parties”).


RECITALS


A.        The  Buyer  has  entered  into  the  Tolling Agreement  (as  defined  below)  with Paramount Petroleum Corporation (“PPC”), pursuant to which the Buyer has the exclusive right, through services provided by PPC, to refine, process and store crude oil and refined petroleum products at the refining, processing and terminalling units owned and operated by PPC and located   in   Paramount,   California,   Long   Beach,   California,   Lakewood,   California   and Bakersfield,  California,  together  with  other  real  and  personal  property  related  thereto (collectively, the “Refinery”).


B.        The Parties have entered into the Inventory Sales Agreement pursuant to which Seller procured all of Buyer’s then current Crude and Product Inventory in order to meet its obligations under the Supply and Offtake Agreement (as defined below).


C.        At the Termination Date (as defined below), Seller desires to sell and Buyer desires to purchase, all of Seller’s crude oil, and feedstocks and products inventory held in the Transfer Locations (as defined below).


D.        Seller and Buyer desire to enter into this Agreement to set forth their agreements regarding the protocols to be used for measuring the quantity and quality of the Crude and Product Inventory and to establish the prices to be paid for such Crude and Product Inventory.







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


AGREEMENTS


NOW, THEREFORE, in consideration of the foregoing premises, the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, subject to the terms and conditions hereinafter set forth, agree as follows:


SECTION 1: DEFINITIONS


1.1      Definitions.   The following terms shall have the following meanings for the purposes of this Agreement:


“Affiliate” has the meaning specified in the Supply and Offtake Agreement.


“Agreement”  has  the  meaning  set  forth  in  the  introductory paragraph  immediately
preceding the Recitals.


“Barrel” means 42 United States standard gallons at 60 degrees Fahrenheit.





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


“BS&W” means basic sediment and water.


“Business Day” has the meaning specified in the Supply and Offtake Agreement.


“Buyer” has the meaning set forth in the introductory paragraph immediately preceding
the Recitals.


“Commencement Date” has the meaning specified in the Supply and Offtake Agreement.


“Crude and Product Inventory” means all crude oil, feedstocks and products of the types listed  on  Schedule A  of  the  Supply and  Offtake Agreement that  are  held  in  the  Transfer Locations as of the Inventory Transfer Time.


“Definitive  Termination  Date  Value”  means  the  price  of  the  Crude  and  Product Inventory, assuming that the Crude and Product Inventory was determined as of the Inventory Transfer Time, as more particularly set forth and determined in accordance with the procedures described in Article 3 of this Agreement.


“Deferred Portion” has the meaning specified in the Inventory Sales Agreement between
the Parties, dated as of the Commencement Date.


“Estimated Termination Date Value” has the meaning set forth in Section 4.1.


“Gallon” means one standard United States gallon at 60 degrees Fahrenheit.


“Independent Inspection Company” has the meaning specified in the Supply and Offtake
Agreement.


“Inventory Report” has the meaning set forth in Section 3.3 of this Agreement.


“Inventory Transfer Time” means 11:59:59 p.m., PST, on the Termination Date.


“Parties”  and  “Party”  have  the  meanings  set  forth  in  the  introductory  paragraph immediately preceding the Recitals.


“Price Adjustment” has the meaning set forth in Section 4.4 of this Agreement.


“Pricing Benchmark” has the meaning specified in the Supply and Offtake Agreement.


“Projected Inventory” has the meaning set forth in Section 4.1(a) of this Agreement.


“PST” means the prevailing time in the Pacific time zone.


“Refinery” has the meaning set forth in Recital A of this Agreement.


“Sales Statement” has the meaning set forth in Section 4.3 of this Agreement.


“Seller” has the meaning set forth in the introductory paragraph immediately preceding
the Recitals.





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


“Step-out Prices” means, with respect to the different components of the Crude and Product  Inventory, the  applicable pricing index,  formula or  benchmark included under the category of Step-out Prices set forth on Schedule B of the Supply and Offtake Agreement.


“Supply and Offtake Agreement” means the Supply and Offtake Agreement by and between Buyer and Seller, dated as of March 28, 2012 as from time to time amended, modified and/or restated.


“Termination Date” means the date on which the Supply and Offtake Agreement terminates.


“Transfer  Locations”  means  the  Crude  Storage  Facilities  and  the  Product  Storage
Facilities (as each is defined in the Supply and Offtake Agreement) as of the Termination Date.


All  capitalized  terms  used,  but  that  are  not  otherwise defined,  in  the  body of  this
Agreement shall have the meanings ascribed to such terms in the Supply and Offtake Agreement.


SECTION 2: ASSIGNMENT AND CONVEYANCE


2.1      Assignment and Conveyance.  Effective upon the Inventory Transfer Time, Seller shall assign, transfer and deliver unto the Buyer, its successors and assigns forever, all of the Seller’s right, title, and interest in and to all of the Crude and Product Inventory, free and clear of all liens, claims and encumbrances of any nature, to have and to hold, all of the Seller’s right, title, and interest in and to the Crude and Product Inventory, together with all of the rights and appurtenances thereto in anywise belonging, unto the Buyer and its successors and assigns forever.  The Seller, for itself, its successors and assigns, covenants and agrees to warrant and forever defend good title to the Crude and Product Inventory, free and clear of all liens, claims and encumbrances of any nature, against the claims of all parties claiming the same by, through, or under Seller, but not otherwise.


2.2      Warranties and Representations of Conveying Party; Disclaimer of Warranties.


2.2.1   EXCEPT FOR THE FOREGOING LIMITED SPECIAL WARRANTY OF TITLE, EACH CONVEYANCE OF CRUDE AND PRODUCT INVENTORY IS MADE AND ACCEPTED WITHOUT ANY WARRANTY OR REPRESENTATION WHATSOEVER, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE CRUDE AND PRODUCT INVENTORY INCLUDING, WITHOUT LIMITATION, ANY WARRANTY AS TO THE CONDITION OR MERCHANTABILITY OF SUCH COMMODITY OR FITNESS OF ANY SUCH COMMODITY FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY DISCLAIMED.   THE BUYER SHALL ACCEPT ALL OF THE CRUDE AND PRODUCT INVENTORY IN ITS “AS IS, WHERE IS” CONDITION AND “WITH ALL FAULTS.”


2.2.2   All representations and warranties of the Seller contained herein shall be true and correct on and as of the Commencement Date.


SECTION 3: DETERMINATION OF INVENTORY





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


3.1      Inspection. The Independent Inspection Company shall determine and report the quantity and quality of the physical inventory, except as described in Section 3.2.2 below. Promptly upon appointment of the Independent Inspection Company, Seller shall provide Buyer and the Independent Inspection Company with all information relating to the Crude and Product Inventory, including tank and product types and select a date mutually acceptable to the Parties but in any event no later than three (3) Business Days prior to the Termination Date, for the Independent Inspection Company to commence preparing to survey the physical inventory.  The Parties shall agree on and communicate to the Independent Inspection Company those Included Locations that the Independent Inspection Company shall survey and the scope of such survey. The cost of the Independent Inspection Company is to be shared equally by Buyer and Seller.


3.2      Physical Inventory.


3.2.1   The  Independent  Inspection  Company  shall  conduct  a  survey  of  the physical inventory at the Included Locations specified by the Parties   pursuant to Section 3.1 above at and as of the Inventory Transfer Time, and shall conduct such physical inventory pursuant to its customary procedures and in accordance with the latest ASTM standards and principles then in effect, provided that the Independent Inspection Company shall be instructed by the Parties to maximize, to the extent reasonably practicable, the extent to which tank measurements are conducted on a static tank basis.  Each of Buyer and Seller shall have the right to  witness or appoint a representative to  witness on its behalf, the survey of the physical inventory conducted by the Independent Inspection Company.


3.2.2   With respect to (a) volumes located at any Included Third Party Storage Tanks, the physical inventory shall be determined by the operating company at that location based on its normal month-end inventory determination procedures (b)  volumes located at any third party Included Crude Pipelines or third party Included Product Pipelines, the physical inventory shall equal the volume transferred from Seller to Buyer by in-line transfer as specified in the joint transfer instruction provided by the Parties to such pipeline and (c) volumes located in any Crude Storage Tanks, Product Storage Tanks, Company-owned Included Crude Pipelines or Company-owned Included Product Pipelines that were excluded from the Independent Inspection Company’s survey, the physical inventory shall be determined by th e Parties using procedures agreed upon by the Parties, provided that nothing in this clause (c) shall preclude the Parties from using the Independent Inspection Company as a part of such procedures.


3.3      Disputes.  Either Party or their respective representatives present at the survey of the physical inventory conducted by the Independent Inspection Company at  the Inventory Transfer Time may question or dispute the calculations and/or laboratory results of the Independent Inspection Company.   Any questions or disputes relating to the quantity and the qualitative  laboratory  results  of  the  entire  physical  inventory  shall  be  resolved  by  the Independent Inspection Company within three (3) Business Days after the receipt of the Independent Inspection Company quantity and quality report and the resolution by the Independent Inspector Company shall be binding on both Parties.  At the end of such period and following resolution of all quantity and quality disputes, the agreed quantity and quality entries shall be recorded in the physical inventory report (the “Inventory Report”) and will become the official  quantity  and  quality  measurements  of  the  Crude  and  Product  Inventory as  of  the Inventory Transfer Time.  Such recorded quantity shall be adjusted for BS&W and temperature





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


corrected to 60 degrees Fahrenheit and the volume contained in the Transfer Locations shall be
the “Definitive Termination Date Volume” for purposes of this Agreement.


3.4      Inventory Report.   Within three (3) Business Days after the Inventory Transfer
Time, the Independent Inspection Company shall provide the Parties with the Inventory Report.


SECTION 4: PAYMENT AND PRICING


4.1      Delivery of Estimated Termination Date Value.


(a)       No later than three (3) Business Days prior to the Termination Date, Buyer shall deliver to Seller a notice containing an estimate of the Crude and Product Inventory it projects will be available at the Inventory Transfer Time (the “Projected Inventory”).


(b)       Based  on  the  Projected  Inventory  and  such  data  as  is  then reasonably available and using the applicable Pricing Benchmarks, Seller shall provide Buyer with a reasonable, good faith estimate of the purchase value for the Crude and Product Inventory (the “Estimated Termination Date Value”) available at the Inventory Transfer Time.  The supporting calculations used to determine the Estimated  Termination  Date  Value  shall  also  be  delivered  to Buyer.


4.2      Payment on the Termination Date.  The Estimated Termination Date Value shall be incorporated into Seller’s payment to Buyer to be made under Section 19.2(b) of the Supply and Offtake Agreement.


4.3      Crude and Product Inventory Sales Statement.   Promptly after the Termination Date, Seller shall calculate the Definitive Termination Date Value using the data regarding the Crude and Product Inventory provided in the Inventory Report and deliver to Buyer a statement including such calculated price (the “Sales Statement”), provided that Seller has obtained the appropriate information for such calculation.   Seller shall use the relevant Step-out Prices to price the various quantities set forth in the Inventory Report and the Sales Statement shall include all supporting calculations and documentation used to determine the Definitive Termination Date Value; provided that, for Crude Oil or each Product Category, the Step-out Price indicated on Schedule B to the Supply and Offtake Agreement as the applicable Baseline Price shall be applied first to the portion of such quantity up to the relevant Baseline Volume and the  Step-out  Price  indicated  on  Schedule  B  to  the  Supply and  Offtake  Agreement  as  the applicable Excess Price shall be applied to any portion of such quantity in excess of the relevant Baseline Volume..


4.3.1   Unless Buyer gives notice to Seller on or before the first (1st) Business Day after Buyer’s receipt of the Sales Statement that Buyer disputes the Definitive Termination Date Value specified in the Sales Statement, the Definitive Termination Date Value shall be as specified in the Sales Statement.   If Buyer gives timely notice to Seller that it disputes the Definitive Termination Date Value specified in the Sales Statement, the Parties shall consult in good  faith  and  use  all  reasonable  efforts  to  agree  upon  the  calculation  of  the  Definitive





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


Termination Date Value.   If the Parties have not agreed on the Definitive Termination Date Value within one (1) Business Day after Seller’s receipt of Buyer’s dispute notice, either Party shall have the right to submit such matters as remain in dispute to a single accounting firm as the Parties shall mutually agree, for final resolution, which resolution shall be binding upon the Parties, and judgment upon which may be entered in any court having jurisdiction over the Party against  which  such  determination  is  sought  to  be  enforced;  provided,  however,  that  the Definitive Termination Date Volume, as provided in the Inventory Report prepared by the Independent Inspection Company, shall not be subject to further review or dispute.   The accounting firm’s determination shall be in the form of a written opinion as is appropriate under the circumstances and shall confirm that the Definitive Termination Date Volume was rendered in accordance with this Section 4.3.   The fees and expenses of such accounting firm for its services in resolving such dispute shall be borne equally by the Parties.


4.4      Crude and Product Inventory Sales Price Adjustment.  Upon final determination of the Definitive Termination Date Value pursuant to Section 4.3, such amount shall be incorporated into the payment made under Section 19.2(c) of the Supply and Offtake Agreement.


4.5      Deferred Portion.   Upon the Termination Date, Seller shall pay to Buyer the Deferred Portion, irrespective of whether Seller makes any payments to pursuant to Section 4.4 above.


4.6      Taxes.


4.6.1   Buyer  shall  pay and  indemnify and  hold  Seller  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 Seller 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 Buyer is not permitted to pay such Taxes, the amount due hereunder shall be adjusted such that Buyer shall bear the economic burden of the Taxes.  Buyer 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 Seller.  To the extent Seller 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 Buyer in accordance with this Agreement, unless Buyer is exempt from such Taxes and furnishes Seller with a certificate of exemption.  Seller shall be responsible for all taxes imposed on Seller’s net income.


4.6.2   If Buyer disagrees with Seller’s determination that any Tax is due with respect to transactions under this Agreement, Buyer shall have the right to seek an administrative determination from the applicable taxing authority, or, alternatively, Buyer shall have the right to contest any asserted claim for such Taxes in its own name, subject to its agreeing to indemnify Seller for the entire amount of such contested Tax (including any associated interest and/or late penalties) should such Tax be deemed applicable. Seller agrees to reasonably cooperate with Buyer, at Buyer’s cost and expense, in the event Buyer determines to contest any such Taxes.





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


4.6.3   Buyer and  Seller  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 Seller with respect to such asserted liability shall be under Seller’s direction but Buyer shall be consulted.  Any legal proceedings or any other action against Buyer with respect to such asserted liability shall be under the Buyer’s direction but Seller shall be consulted.  In any event, the Parties 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.


4.6.4   Any other provision of this Agreement to the contrary notwithstanding, this  Section  4.5  shall  survive  until  ninety (90)  days  after  the  expiration  of  the  statute  of limitations for the assessment, collection, and levy of any Tax.


SECTION 5: MISCELLANEOUS


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


(a)       Buyer 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 the Seller.    Seller  may,  without  the  Buyer’s  consent,  assign  and delegate all of the Buyer’s rights and obligations hereunder to (i) any Affiliate of the Seller, 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 the Seller’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 the Seller immediately prior to such assignment.  Any other assignment by the Seller shall require the Buyer’s consent.


(b)       Any attempted assignment in violation of this Section 5 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.


5.2      Termination.   If an Event of Default has occurred and is continuing under the Supply and Offtake Agreement, then Seller (if Buyer is the Defaulting Party thereunder) or Buyer (if Seller is the Defaulting Party thereunder) shall have the right, immediately and at any time(s) thereafter, to terminate this Agreement and to exercise any rights and remedies provided for under or in connection with the Supply and Offtake Agreement or any other agreement to which Seller and Buyer are parties, or at law or equity.





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


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


5.4      Severability.  In the event any portion of this Agreement shall be found by a court of competent jurisdiction to be unenforceable, that portion of this Agreement will be null and void and the remainder of this Agreement will be binding on the Parties as if the unenforceable provisions had never been contained herein.


5.5      Waiver; Limitation of Liability.


5.5.1   The delay or failure of any Party to enforce any of its rights under this Agreement arising from any default or breach by the other Party shall not constitute a waiver of any such default, breach, or any of the Party’s rights relating thereto.  No custom or practice which may arise between the Parties in the course of operating under this Agreement will be construed to waive any Parties’ rights to either ensure the other Party’s strict performance with the terms and conditions of this Agreement, or to exercise any rights granted to it as a result of any breach or default under this Agreement.  Neither Party shall be deemed to have waived any right conferred by this Agreement or under any applicable law unless such waiver is set forth in a written document signed by the Party to be bound, and delivered to the other Party.  No express waiver by either Party of any breach or default by the other Party shall be construed as a waiver of any future breaches or defaults by such other Party.


5.5.2   IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY  INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR  CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, ARISING UNDER THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


5.6      Entire Agreement; Amendment.  The terms of this Agreement, together with the Exhibits hereto 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.


5.7      Choice of Law; Dispute Resolution.


5.7.1   This Agreement shall be governed by, construed and enforced under the laws of the State of New York without giving effect to its conflicts of laws principles that would require the application of the laws of another state.





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


5.7.2   All controversies or disputes arising out of and related to this Agreement shall be resolved in accordance with the dispute resolution procedures set forth in the Supply and Offtake Agreement.


5.8     Counterparts.   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.


5.9      Further Assurances.   Both Seller and Buyer agree to execute and deliver, from time to time, such other and additional instruments, notices, transfer orders and other documents, and to do all such other and further acts and things as may be necessary to more fully and effectively transfer and assign the Crude and Product Inventory to Buyer.


5.10    Third  Party  Consents.     The  assignment  and  conveyance  set  forth  in  this Agreement shall not constitute an assignment or transfer of any of the Crude and Product Inventory if an attempted assignment thereof without the prior consent of a third party would result in a termination thereof, unless and until such consent shall have been obtained, at which time such asset(s) shall be and is hereby deemed to be transferred and assigned to Buyer in accordance herewith.


5.11    Jurisdiction; Consent to Service of Process; Waiver.  Each of the Parties hereto agrees,  subject  to  Section  5.7,  that  they each  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 Schedule M of the Supply and Offtake Agreement.   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.     Each  of  the  Parties  hereto  knowingly  and  intentionally, irrevocably and unconditionally waives trial by jury in any legal action or proceeding relating to this Agreement and for any counterclaim therein.








[Remainder of this page intentionally left blank]






































9





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


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:
	    

	Name:
	    

	Title:
	    














ALON SUPPLY, INC.


	
		
	By:
	    

	Name:
	    

	Title:
	    











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


Paramount Petroleum Corp.
	
											
	Production
	 

	Prod
Code
	Product
Description
	Beg Inv
Bbls
	MTD Receipts
	MTD Shipments
	MTD Production
	End Inv
Bbls
	Production
BPD
	% Prod
	Production
YTD BPD
	% Prod






	
				
	g
	201
	CARBOB-R
	37,312

	 
	206
	CARBOB-P
	5,173






Final Refinery Yield
October 2011
	
													
	#VALUE!
	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%                                          -















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


	
														
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	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%
	 
	 








PPC            Glencore





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:


Product Description: Specifications (Grade): Shipping Method: Location/Pipeline:


Delivery Period:
	Unit / Conversion:             [Barrels]

	 

	 

	 

	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 V


Available Storage and Transportation Arrangements








Ribost Tank 98012: Pursuant to a Vacuum Gas Oil Handling and Transfer Agreement between
PPC and Lunday-Thagard Company


IPC Tank 30002: Pursuant to a Terminalling Agreement between PPC and IPC (USA)





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


Schedule X


Pipeline Systems (Included Crude Pipelines and Included Product Pipelines)


Pipelines Leased or Licensed from Kinder Morgan


Line 66 – Leased from SFPP, L.P. (Kinder)


Clean Products Pipeline Manifold (CPM) - manifold to KM Tanks


Black Products Manifold (BPM) – from Black Oil tankage to connecting P/L’s at Carson


Pipelines Leased from Chevron


Chevron Line 1 - (Paramount to Downey/Artesia to Lakewood)


Pipelines Leased from Crimson Pipeline


GX-210- (Willow Manifold to Kinder Morgan Carson)


Pipelines Leased from Chemoil


8” Fuel Oil Line - (Pico/D St. Vault to Matson Vault & Ribost Terminal to Pico/D St. Vault & Chemoil Vault to Pico/D St. Vault)


Owned Pipelines


GX-130 – (Neptune Manifold to La Paloma Manifold)


GX-150 – (La Paloma Manifold to Medora Manifold to Avalon Manifold) GX-140 – (Avalon Manifold to Kinder Morgan Carson)
GX-160 – (Lakewood to Willow St. Manifold & Willow St. Manifold to Valero 959) PPC Line 145 – (PPC to KM LS 66)
PPC Upper 4 Pipeline – (Downey/Artesia Vault to Long Beach Refinery) PPC Lower 4 Pipeline – (Long Beach Refinery to ICTF Manifold)
PPC 12” Pipeline – (PPC refinery to Lakewood or East Hynes) PPC Line 3 Pipeline – (Matson manifold to ICTF Manifold)
PPC Line 3B Pipeline – (ICTF Manifold to Kinder Morgan Carson) PPC E-15 Pipeline – (Topco Production Meter to Pico/D St. Vault) PPC Line 35 Pipeline – (Paramount Refinery to Long Beach Refinery)
Pipelines Leased or Licensed from Plains West Coast Terminals


Plains West Coast Terminals Distribution Pipelines





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


Crimson California Pipeline LP Common Carrier Pipeline System


Plains Pacific Pipeline System LLC Common Carrier Pipeline System