ALJ - EX_10_87_Combined


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




Execution Version






AMENDMENT to THE SUPPLY AND OFFTAKE AGREEMENT


THIS AMENDMENT to THE SUPPLY AND OFFTAKE AGREEMENT (this “Amendment”), dated as of July 20, 2012 is made between J. Aron & Company, a general partnership organized under the laws of New York (“Aron”) located at 200 West Street, New York, New York 10282-2198, and Alon 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”).


RECITALS


Aron and the Company are parties to the Supply and Offtake Agreement dated as of May
30, 2012 and as from time to time thereafter amended (the “S&O Agreement”) pursuant to which Aron has agreed to procure crude oil and other petroleum feedstocks for the Company for use at the Refinery and purchase all refined products produced by the Refinery (other than certain excluded products); and


Aron  and  the  Company  wish  to  amend  certain  terms  and  conditions  of  the  S&O Agreement and accordingly, agree as follows:


SECTION 1  Definitions; Interpretation


Section 1.1     Defined Terms.  All capitalized terms used in this Amendment (including in the Recitals hereto) and not otherwise defined herein shall have the meanings assigned to them in the S&O Agreement.


Section 1.2     Interpretation.   The rules of construction set forth in Section 1.2 of the S&O Agreement shall be applicable to this Amendment and are incorporated herein by this reference.


SECTION 2  Amendments


Section 2.1     Amendments as of Effective Date.  Upon the effectiveness of this Amendment, the S&O Agreement shall be amended as follows:


(a)       The following definition is  inserted, in the appropriate alphabetical order, in
Section 1.1. of the S&O Agreement:


“Adjustment Date” means June 1, 2013.


(b)       The definition of “Fee Letter” in Section 1.1 of the S&O Agreement is amended and restated in its entirety as follows:


“Fee Letter” means that certain letter from Aron to the Company, originally dated May 31,2102 and as from time to time thereafter amended and/or restated, which identifies itself as the “Fee Letter” for purposes hereof and pursuant to which the








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Parties have set forth the amounts for and other terms relating to certain fees payable hereunder.


(c)       Sections 3.1 and 3.2 of the S&O Agreement are hereby amended and restated in their entirety to read as follows:


3.1   Term.   This Agreement shall become effective on the Effective Date and, subject to Section 3.2, shall continue for a period starting at 00:00:01 a.m., PST on the Commencement Date and ending at 11:59:59 p.m., PST on May 31, 2018 (the “Term”; the last day of such Term being herein referred to as the “Expiration Date”, except as provided in Section 3.2 below).


3.2    Changing the Term. Aron may elect  to  terminate this Agreement early effective on May 31, 2015, May 31, 2016 or May 31, 2017 and the Company may elect to terminate this Agreement early effective on May 31, 2017; 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.


(d)       By inserting the following new Section 3.4 at the end of Article 3 of the S&O Agreement:


3.4  Applicability of Schedules B and D.  For all purposes of this Agreement and any  other  Transaction  Document,  with  respect  to  the  period  prior  to  the Adjustment Date, Schedule B shall mean Schedule B-1 hereto and Schedule D shall mean Schedule D-1 hereto and with respect to the period from and after the Adjustment Date, Schedule B shall mean Schedule B-2 hereto and Schedule D shall mean Schedule D-2 hereto.


(e)       Section 10.3 of the S&O Agreement is amended and restated to read in its entirety as follows:


10.3  Annual and Other Fees.  As additional consideration for the arrangements contemplated hereby, the Company agrees to pay to Aron, as and when due, all fees provided for in the fee letter; provided that with respect to the Annual Fee referred to therein, such Annual Fee for each twelve (12) month period during the Term  is  to  be  paid  in  arrears,  in  equal  quarterly  installments,  on  June  1, September 1, December 1 and March 1 of each year, and the Termination Date. The Annual Fee shall be prorated for any periods of less than a full three months.


(f)       Article 18 of the S&O Agreement is amended as follows:





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(i)        The second-to-last sentence of Section 18.2(b) is amended and restated in its entirety to read as follows:


The determination of the Settlement Amount shall include (without duplication): (x) the losses and costs (or gains) incurred or realized (and determined in a commercially reasonable manner) 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 (and determined in a commercially reasonable manner) by the Non-Defaulting Party with respect to Crude Oil and Product inventories maintained for purposes of this Agreement which shall be determined by the Non-Defaulting Party as follows: (1) Aron will, subject to Sections 7.2 and 7.3, project Target Month End Crude Volumes and Target Month End Product Volumes for all months occurring from the date on which the Non-Defaulting Party terminates this Agreement or commences exercising its remedies following such Event of Default (the “Remedies Exercise Date”) to the earlier of the Expiration Date set forth in Section 3.1 or, if elected by either Party, any other date as of which either Party would have been entitled to terminate this Agreement under Section 3.2 but only if such Party notifies the other Party of such election within 3 Business Days after the Remedies Exercise Date (the earliest of such Expiration Date and any such date elected by  a  Party being the  “Pro  Forma  Expiration Date”)  and  (2)  in accordance with clause (c) below, the Non-Defaulting Party shall value, and determine the net amount that would have been owing from one party to the other based on, all purchases and sales of Crude Oil and Products that would have resulted  from  such  projected  Target  Month  End  Crude  Volumes  and  Target Month End Product Volumes through the Pro Forma Expiration Date (including a final sale of all remaining inventories), which net amount shall be discounted to present value on a commercially reasonable basis and constitute the amount due under this clause (y).


(ii)       Section 18.2(c) is amended by deleting the parenthetical phrase at the end of the second sentence thereof and inserting the following new sentence at the end thereof:


Without limiting the generality of the foregoing, it is agreed that for purposes of determining the Settlement Amount: (1) any fixed fee amounts (including those provided for under Section 10.3) shall be the amount of such fee that would have accrued through the Pro Forma Expiration Date; (2) for the period following the Remedies Exercise Date, no Crude Oil per barrel fees as provided for in Sections
6.2 and 6.4 shall be included in the Settlement Amount except with respect to barrels of Crude Oil actually processed at the Refinery following such date; (3) to the extent the Fee Letter provides for the calculation of any amount to be included in the Settlement Amount, the provisions of the Fee Letter shall be controlling for such purpose; and (4) to the extent the Non-Defaulting Party deems it commercially reasonable to do so, it may in referencing prices in the futures, forward, swap and options markets for purposes of calculating various elements





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of the Settlement Amount endeavor to align the dates as of which such reference prices are determined.


(iii)       Section 18.2(j) is amended by inserting the following new sentence at the end thereof:


As used in this Section 18.2, unless otherwise expressly provided, each reference to  “this  Agreement” shall,  and  shall  be  deemed  to,  be  a  reference  to  “this Agreement and the other Transaction Documents.”


(g)       Section 19.2 of the S&O Agreement is amended as follows:


(i)        Clause (iv) thereof is  amended and restated to  read in  its  entirety as follows:


(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; provided that if the Termination Date occurs as a result of either party exercising its termination right under Section 3.2, no amount shall be due under this clause (iv), plus


(ii)       Clause (vi) thereof is  amended and restated to  read in  its  entirety as follows:


(vi)   any unpaid portion of the annual or other fee owed to Aron pursuant to Section 10.3; provided that if the Termination Date occurs as a result of either party exercising its termination right under Section 3.2, the amount of such fees shall be the amounts accruing to date of such early termination, plus


(h)        Schedule B to the S&O Agreement is hereby deleted and replaced in its entirety by Schedules B-1 and B-2 in the forms attached to this Amendment and Schedule D to the S&O Agreement is hereby deleted and replaced in its entirety by Schedules D-1 and D-2 in the forms attached to this Amendment.


Section 2.2     References Within S&O Agreement.  Each reference in the S&O Agreement to “this Agreement” and the words “hereof,” “hereto,” “herein,” “hereunder,” or words of like import, shall mean and be a reference to the S&O Agreement as heretofore amended and as amended by this Amendment.


SECTION 3    Representations and Warranties


To induce the other Party to enter into this Amendment, each Party hereby represents and warrants that (i) it has the corporate, governmental or other legal capacity, authority and power to execute this Amendment, to deliver this Amendment and to perform its obligations under the Supply and Offtake Agreement, as amended hereby, and has taken all  necessary action to authorize the foregoing; (ii) the execution, delivery and performance of this Amendment does not  violate  or  conflict  with  any  law  applicable  to  it,  any  provision  of  its  constitutional





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documents, any order or judgment of any court or Governmental Authority applicable to it or any of its assets or subject; (iii) all governmental and other consents required to have been obtained by it with respect to this Amendment have been obtained and are in full force and effect; (iv) its obligations under the Supply and Offtake Agreement, as amended hereby, constitute its legal, valid and binding obligations, enforceable in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally  and  subject,  as  to  enforceability,  to  equitable  principles  of  general  application regardless of whether enforcement is sought in a proceeding in equity or at law) and (v) no Event of Default with respect to it has occurred and is continuing.


SECTION 4  Miscellaneous


Section 4.1     S&O Agreement Otherwise Not Affected.  Except for the amendments pursuant hereto, the S&O Agreement remains unchanged.   As amended pursuant hereto, the S&O Agreement remains in full force and effect and is hereby ratified and confirmed in all respects. The execution and delivery of, or acceptance of, this Amendment and any other documents and instruments in connection herewith by either Party shall not be deemed to create a course of dealing or otherwise create any express or implied duty by it to provide any other or further amendments, consents or waivers in the future.


Section 4.2     No Reliance.  Each Party hereby acknowledges and confirms that it is executing this Amendment on the basis of its own investigation and for its own reasons without reliance upon any agreement, representation, understanding or communication by or on behalf of any other Person.


Section 4.3     Costs and Expenses.  Each Party shall be responsible for any costs and expenses incurred by such Party in connection with the negotiation, preparation, execution and delivery of this Amendment and any other documents to be delivered in connection herewith.


Section 4.4     Binding Effect.  This Amendment shall be binding upon, inure to the benefit of and be enforceable by the Company, Aron and their respective successors and assigns.


Section 4.5     Governing  Law.      THIS   AMENDMENT  SHALL   BE   GOVERNED  BY, CONSTRUED AND ENFORCED UNDER THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER STATE.


Section 4.6     Amendments.   This Amendment may not be modified, amended or otherwise altered except by written instrument executed by the Parties’ duly authorized representatives.


Section 4.7     Effectiveness; Counterparts.  This Amendment shall be binding on the Parties as of the date on which it has been fully executed by the Parties. This Amendment may be executed in any number of counterparts and by different Parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.


Section 4.8     Interpretation.  This Amendment is the result of negotiations between and have been reviewed by counsel to  each of the Parties, and is the product of all  Parties hereto.





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Accordingly, this Amendment shall not be construed against either Party merely because of such
Party’s involvement in the preparation hereof.








[Remainder of Page Intentionally Left Blank]





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




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


J. ARON & COMPANY








By: /s/ Simon Collier
Name: Title:
ALON SUPPLY, INC. By: /s/ Shai Even
Name: Shai Even
Title:  Senior Vice President and CFO





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Schedule B-2






Table 1: Baseline Volume
 
Pricing Benchmarks







	
				
	

Group
	 
	

Step-In Price
	

Step-Out Price

	







GASOLINE
	





1
Averaging
Mechanism
	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)
	Arithmetic average of the Trading
Days on the relevant Applicable
Step-Out Date

	 
	





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

	 
	 
	 
	 

	







JET
	





Averaging
Mechanism
	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)
	Arithmetic average of the Trading
Days on the relevant Applicable
Step-Out Date

	 
	





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






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.
2URS e2f3e5r5e6n3c6evP.1rice: 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. NY2-705702





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

	 
	 
	 
	 

	 
	 
	 
	 

	







CATFEED
	





Averaging
Mechanism
	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)
	Arithmetic average of the Trading
Days on the relevant Applicable
Step-Out Date

	 
	





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

	 
	 
	 
	 

	







CRUDE
	





Averaging
Mechanism
	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)
	Arithmetic average of the Trading
Days on the relevant Applicable
Step-Out Date

	 
	







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












NY2-705702





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 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)
	Arithmetic average of the Trading
Days on the relevant Applicable
Step-Out Date

	 
	







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

	 
	 
	 
	 

	







DIESEL
	





Averaging
Mechanism
	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)
	Arithmetic average of the Trading
Days on the relevant Applicable
Step-Out Date

	 
	





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

	 
	 
	 
	 

	







ASPHALT
	





Averaging
Mechanism
	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)
	Arithmetic average of the Trading
Days on the relevant Applicable
Step-Out Date

	 
	Reference
	The sum of
	The sum of






NY2-705702





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

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

	 
	 
	 
	 

	







PROPANE
	





Averaging
Mechanism
	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)
	Arithmetic average of the Trading
Days on the relevant Applicable
Step-Out Date

	 
	





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

	 
	 
	 
	 






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








































NY2-705702





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 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)
	The Trading Day
preceding the relevant
Invoice Date
	Arithmetic average of the
Trading Days in the applicable calendar month
	Arithmetic average of the
Trading Days in the applicable calendar month
	Arithmetic average of the
Trading Days on the relevant
Applicable Step-Out Date

	 
	













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

	 
	 
	 
	 
	 
	 
	 

	





JET
	





Averaging
Mechanism
	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 &
	The Trading Day
preceding the relevant
Invoice Date
	Arithmetic average of the
Trading Days in the applicable calendar month
	Arithmetic average of the
Trading Days in the applicable calendar month
	Arithmetic average of the
Trading Days on the relevant
Applicable Step-Out Date






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. NY2-705702





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

	 
	 
	30 of 2013)
	 
	 
	 
	 

	 
	













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

	 
	 
	 
	 
	 
	 
	 

	







CATFEED
	





Averaging
Mechanism
	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)
	The Trading Day
preceding the relevant
Invoice Date
	Arithmetic average of the
Trading Days in the applicable calendar month
	Arithmetic average of the
Trading Days in the applicable calendar month
	Arithmetic average of the
Trading Days on the relevant
Applicable Step-Out Date

	 
	













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


Where “Nymex RBOB” is: the closing settlement price on the New York Mercantile Exchange for the first nearby New York Harbor Reformulated Gasoline Blendstock for Oxygen Blending contract.
	The sum of
(i) (***) * Nymex RBOB
* (***),
(ii) (***) * USGC ULSD
* (***), and
(iii) minus (***) / barrel.


Where “Nymex RBOB” is: the closing settlement price on the New York Mercantile Exchange for the first nearby New York Harbor Reformulated Gasoline Blendstock for Oxygen Blending
	The sum of
(i) (***) * Nymex RBOB * (***),
(ii) (***) * USGC ULSD * (***), and
(iii) minus (***) / barrel.


Where “Nymex RBOB” is: the closing settlement price on the New York Mercantile Exchange for the first nearby New York Harbor Reformulated Gasoline Blendstock for Oxygen Blending contract.
	The sum of
(i) (***) * Nymex RBOB * (***),
(ii) (***) * USGC ULSD * (***), and
(iii) minus (***) / barrel.


Where “Nymex RBOB” is: the closing settlement price on the New York Mercantile Exchange for the first nearby New York Harbor Reformulated Gasoline Blendstock for Oxygen Blending contract.
	The sum of
(i) (***) * Nymex RBOB * (***),
(ii) (***) * USGC ULSD * (***), and
(iii) minus (***) / barrel.


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






NY2-705702





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

	 
	 
	

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
	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
	

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
	

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
	

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

	 
	 
	 
	 
	 
	 
	 

	







CRUDE
	





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

	 
	







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

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




























NY2-705702





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

	 
	 
	 
	 
	 
	 
	 

	







SLOP
	





Averaging
Mechanism
	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)
	The Trading Day
preceding the relevant
Invoice Date
	Arithmetic average of the
Trading Days in the applicable calendar month
	Arithmetic average of the
Trading Days in the applicable calendar month
	Arithmetic average of the
Trading Days on the relevant
Applicable Step-Out Date

	 
	







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

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	







DIESEL
	





Averaging
Mechanism
	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)
	The Trading Day
preceding the relevant
Invoice Date
	Arithmetic average of the
Trading Days in the applicable calendar month
	Arithmetic average of the
Trading Days in the applicable calendar month
	Arithmetic average of the
Trading Days on the relevant
Applicable Step-Out Date

	 
	















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




NY2-705702





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

	 
	 
	 
	 
	 
	 
	 

	





ASPHALT
	



Averaging
Mechanism
	Arithmetic average of the
Trading Days in the month of
March 2013
	The arithmetic average of
the Trading Days in the calendar month, 2 months prior to the 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 month in which the Applicable Step-Out Date occurs

	 
	



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

	 
	 
	 
	 
	 
	 
	 

	







PROPANE
	





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

	 
	







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

	 
	 
	 
	 
	 
	 
	 






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.




Applicable Step-Out Date:In the event of a Termination Date of :
May 31, 2015, the Applicable Step-Out Dates shall be:May 27, 28, 29 of 2015
May 31, 2016, the Applicable Step-Out Dates shall be: May 26, 27, 31 of 2016
May 31, 2017, the Applicable Step-Out Dates shall be: May 26, 30, 31 of 2017
May 31, 2018, the Applicable Step-Out Dates shall be: May 29, 30, 31 of 2018





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

	 
	 
	 
	 

	







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)

	 
	





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






US 2355649v.1
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





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




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.






	
				
	 
	 
	 
	 

	







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

	 
	 
	 
	 

	







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

	 
	 
	 
	 

	







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)











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






	
				
	 
	







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

	 
	 
	 
	 

	







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

	 
	 
	 
	 

	







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

	 
	 
	 
	 

	





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











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






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

	 
	 
	 
	 






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.




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

	 
	 
	 
	 
	 
	 
	 

	







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)


















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

	 
	













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

	 
	 
	 
	 
	 
	 
	 

	







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) minus (***)/ barrel.


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


Where “USGC ULSD” is: the arithmetic average of the high and low quotations appearing in
‘Platt's US Marketscan’ in the section ‘GULF COAST’ under the heading ‘Distillates and blendstocks’ for the Ultra low
	The sum of
(i) (***) * Nymex RBOB
* (***),
(ii) (***) * USGC ULSD
* (***), and
(iii) minus (***)/ barrel.


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


Where “USGC ULSD” is: the arithmetic average of the high and low quotations appearing in
‘Platt's US Marketscan’ in the section ‘GULF
	The sum of
(i) (***) * Nymex RBOB * (***),
(ii) (***) * USGC ULSD * (***), and
(iii) minus (***)/ barrel.


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


Where “USGC ULSD” is: the arithmetic average of the high and low quotations appearing in
‘Platt's US Marketscan’ in the section ‘GULF
COAST’ under the heading
	The sum of
(i) (***) * Nymex RBOB * (***),
(ii) (***) * USGC ULSD * (***), and
(iii) minus (***)/ barrel.


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


Where “USGC ULSD” is: the arithmetic average of the high and low quotations appearing in
‘Platt's US Marketscan’ in the section ‘GULF
COAST’ under the heading
	The sum of
(i) (***) * Nymex RBOB * (***),
(ii) (***) * USGC ULSD * (***), and
(iii) minus (***)/ barrel.


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


Where “USGC ULSD” is: the arithmetic average of the high and low quotations appearing in
‘Platt's US Marketscan’ in the section ‘GULF COAST’ under the heading ‘Distillates and blendstocks’ for the Ultra low









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

	 
	 
	sulfur diesel-Pipeline quotation
*Common pricing does not apply
	COAST’ under the
heading ‘Distillates and blendstocks’ for the Ultra low sulfur diesel-Pipeline quotation
*Common pricing does not apply
	‘Distillates and
blendstocks’ for the Ultra low sulfur diesel-Pipeline quotation
*Common pricing does not apply
	‘Distillates and
blendstocks’ for the Ultra low sulfur diesel-Pipeline quotation
*Common pricing does not apply
	sulfur diesel-Pipeline quotation
*Common pricing does not apply

	 
	 
	 
	 
	 
	 
	 

	







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) plus (***)/ barrel
	

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

	 
	 
	 
	 
	 
	 
	 

	







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

	 
	 
	 
	 
	 
	 
	 











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

	 
	 
	 
	 
	 
	 
	 

	







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)

	 
	















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

	 
	 
	 
	 
	 
	 
	 

	





ASPHALT
	



Averaging
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 &











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

	 
	 
	 
	 
	 
	 
	30 of 2013)

	 
	







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

	 
	 
	 
	 
	 
	 
	 






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 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
	(***)
	(***)
	(***)
	(***)
	15th of the month, three months prior
	 

	 
	 
	 
	 
	 
	 
	 

	Gasoline (ex Jan & Feb)
	(***)
	(***)
	(***)
	(***)
	15th of preceeding month
	(***) bbls increase or
decrease

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

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

	 
	 
	 
	 
	 
	 
	 

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

	 
	 
	 
	 
	 
	 
	 

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

	 
	 
	 
	 
	 
	 
	 

	Catfeed
	(***)
	(***)
	(***)
	(***)
	15th of the month, three months prior
	(***) bbls increase or
decrease

	 
	 
	 
	 
	 
	 
	 

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

	 
	 
	 
	 
	 
	 
	 

	

Asphalt
	

(***)
	

(***)
	

(***)
	

(***)
	15th of the month, three months prior
	(***) bbls increase or decrease

	 
	 
	 
	 
	 
	 
	 

	Propane
	(***)
	(***)
	(***)
	(***)
	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.











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
	(***)
	(***)
	(***)
	(***)
	15th of the month, three months prior
	 

	 
	 
	 
	 
	 
	 
	 

	Gasoline (ex Jan & Feb)
	(***)
	(***)
	(***)
	(***)
	15th of preceeding month
	(***) bbls increase or decrease

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

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

	 
	 
	 
	 
	 
	 
	 

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

	 
	 
	 
	 
	 
	 
	 

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

	 
	 
	 
	 
	 
	 
	 

	Catfeed
	(***)
	(***)
	(***)
	(***)
	15th of the month, three months prior
	(***)  bbls increase or decrease

	 
	 
	 
	 
	 
	 
	 

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

	 
	 
	 
	 
	 
	 
	 

	

Asphalt
	

(***)
	

(***)
	

(***)
	

(***)
	15th of the month, three months prior
	(***)  bbls increase or decrease

	 
	 
	 
	 
	 
	 
	 

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






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