CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. TRADEMARK LICENSE AND SUPPLY AGREEMENT
EXHIBIT
10.1
CERTAIN
INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND
FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT
HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
This
Trademark License and Supply Agreement (this “Agreement”)
is
made as of October 5, 2007, by and between United Fuel & Energy, a Nevada
corporation (the “UFEN”),
and
Southern Counties Oil Co., a California limited partnership, d.b.a. SC Fuels
(“SC
Fuels”).
WHEREAS,
SC Fuels is the owner of the trademark and tradename “SC Fuels” and federal
registrations therefor in the forms set forth on Schedule
A
attached
hereto (the “Licensed
Trademark(s)”).
WHEREAS,
UFEN, among other things, is in the
business of distributing fuel to commercial vehicles at unmanned locations
through the use of an access or keycard system
(the
“UFEN
Business”)
and
UFEN is in the process of acquiring all the capital stock of Cardlock Fuels
System, Inc., a California corporation (“CFS”),
that
currently distributes fuel to commercial vehicles at unmanned locations through
the use of an access or keycard system under the Licensed Trademarks (the
“Acquired
Sites”).
WHEREAS,
following the closing of the acquisition of CFS, UFEN desires to continue to
use
the Licensed Trademark(s) in connection with the UFEN Business for a period
of
time and SC Fuels is willing to grant to UFEN the right to use the Licensed
Trademark(s) in connection with the UFEN Business, subject to the terms and
conditions of this Agreement.
NOW
THEREFORE, in consideration of the mutual promises and covenants set forth
herein, the parties, intending to be legally bound, hereto agree as
follows:
ARTICLE
1 - GRANT OF LICENSE
1.1 SC
Fuels
hereby grants to UFEN, and UFEN hereby accepts, a non-exclusive, royalty-free
license to use the Licensed Trademark(s) solely in connection with the UFEN
Business during the Term and in the Territory, subject to the terms, conditions
and limitations set forth in this Agreement.
1.2 Except
as
provided in this Article, the license granted herein shall be nontransferable,
non-assignable, and shall not be sublicensed without the prior written consent
of SC Fuels.
1.3 The
Territory covered by this Agreement shall be the United States.
ARTICLE
2 - OWNERSHIP AND USE OF THE LICENSED TRADEMARKS
2.1 UFEN
acknowledges that SC Fuels owns the Licensed Trademark(s), all goodwill
associated therewith, and all rights therein and that nothing in this Agreement
shall give UFEN any right, title or interest in or to the Licensed Trademark(s)
other than pursuant to the license granted hereby. UFEN agrees that its use
of
the Licensed Trademark(s) shall inure to the benefit of SC Fuels.
2.2 UFEN
agrees that it will do nothing inconsistent with SC Fuels’ ownership of the
Licensed Trademark(s) and shall not make any claim adverse to SC Fuels, or
assist any third party in attempting to make any claim adverse to SC Fuels
with
regard to such ownership. UFEN agrees that it will not challenge the title
of SC
Fuels to the Licensed Trademark(s), oppose any application thereof, petition
to
cancel any registration thereof, or challenge the validity of this Agreement
or
the license granted herein. Furthermore, UFEN will not register, nor attempt
to
register, any tradename or trademark which, in whole or in part, incorporates
or
is confusingly similar to the Licensed Trademark(s).
2.3 Without
the prior written approval of SC Fuels, UFEN is not authorized to use the
Licensed Trademark(s) in connection with any business activity unrelated to
the
UFEN Business at the Acquired Sites.
2.4 Notwithstanding
the license granted herein and any of the provisions hereof, no rights or
licenses are granted to UFEN with respect to any other trademark, service xxxx,
and/or trade name not listed on Schedule
A
hereto.
2.5 The
license granted herein is conditioned upon UFEN’s full and complete compliance
with the marking provisions of the trademark laws of the United States.
UFEN
agrees
that it will display the Licensed Trademark(s) only in such form or manner
as
shall be specifically approved by SC Fuels. UFEN also shall cause to appear
on
all materials on or in connection with which the Licensed Trademark(s) is/are
used, such legends, markings and notices as SC Fuels may request in order to
give appropriate notice of any trademark rights therein, namely, “Used under
license from SC Fuels.”
2.6 Upon
reasonable request by SC Fuels, UFEN shall allow SC Fuels to inspect the
Acquired Sites where the Licensed Trademark(s) are used during normal business
hours, and any materials produced by or on behalf of UFEN that bear the Licensed
Trademark(s).
2.7 UFEN
agrees to assist SC Fuels in recording this Agreement with appropriate
government authorities in the Territory, where such recording is required by
law
or regulation or where such recording is permitted or desired by SC
Fuels.
2.8 All
costs
associated with recording this Agreement and the license granted herein shall
be
borne by UFEN. All costs associated with registering, maintaining and/or
renewing any Licensed Trademark(s) shall be borne by SC Fuels.
ARTICLE
3 - NEW TRADEMARKS
3.1 Should
UFEN desire to develop a trademark using the name “SC Fuels” in any form other
than the Licensed Trademark(s), it must first consult with and obtain the
written approval of SC Fuels, which may be withheld in its sole discretion.
Such
newly developed trademarks will be registered in the name of SC Fuels, and
will
be deemed to be Licensed Trademark(s) licensed to UFEN hereunder and will be
subject to all of the terms and conditions of this Agreement. Use of any such
developed trademarks shall inure to the benefit of SC Fuels. SC Fuels’ approval
will not be contingent upon the payment of any fee or royalties to SC Fuels;
however, the cost of obtaining and maintaining such new trademarks shall be
borne solely by UFEN.
2
ARTICLE
4 - SUPPLY PROVISIONS
4.1 As
partial consideration of the granting of the license herein, UFEN agrees that
SC
Fuels shall be the primary supplier of motor fuels to UFEN at the Acquired
Sites, subject to the availability of supply from SC Fuels. SC Fuels’ motor
fuels purchased by UFEN shall at all times be the brands and grades generally
offered and/or approved for sale by SC Fuels in the geographic area in which
the
Acquired Sites are located. Three of the Acquired Sites are subject to branded
supply agreements with major oil companies and are therefore not included in
this supply agreement.
4.2 The
purchase price to be paid by UFEN to SC Fuels for the motor fuel sold and
delivered to UFEN is
set
forth on Schedule
B
attached
hereto.
4.3 The
freight rate to be paid by UFEN to SC Fuels for the motor fuels delivered to
UFEN is set forth on Schedule
B
attached
hereto. The following services shall be provided in connection with payment
of
this freight rate: tank monitoring, dispatch, transport, fuel surcharges and
demurrage. Deliveries of motor fuels purchased by UFEN from SC Fuels shall
be
made at times determined by SC Fuels and upon UFEN ordering no less than a
full
truck and trailer quantity. UFEN also agrees to permit SC Fuels to utilize
the
Acquired Sites for the delivery of product retains.
4.4 Although
SC Fuels will make every reasonable effort to accommodate UFEN with respect
to
short notice and off-hour deliveries, in no instance shall SC Fuels be required
to make or arrange for deliveries to the Acquired Sites: (a) sooner than
forty-eight (48) hours following UFEN’s order for such delivery; (b) during
other than normal business hours; or (c) on Sundays or legal holidays.
4.5 Title
to
and risk of loss of motor fuel sold and delivered by SC Fuels to UFEN shall
pass
to UFEN at the time the motor fuel enters the Acquired Sites. UFEN expressly
waives any claim against SC Fuels as to quantity or quality of motor fuel sold
and delivered under this Agreement, unless notice is presented in writing to
SC
Fuels by UFEN within forty-eight (48) hours after delivery.
4.6 SC
Fuels
and UFEN agree that the prices for gasoline and diesel fuel are subject to
annual review and adjustment following full and open negotiation. At the annual
review, if the parties fail to agree on the prices for gasoline and diesel
fuel,
this Agreement will terminate.
4.7 If
UFEN
fails to pay in accordance with agreed terms of payment, or if UFEN’s financial
capabilities or creditworthiness shall, in SC Fuels’ sole judgment, deteriorate,
SC Fuels may, without prejudice to any other lawful remedies, defer shipments
until payment is made, demand cash payments from UFEN, demand advance payments,
or cancel this Agreement. No payment made to SC Fuels by check, electronic
funds
transfer, or by any other instrument shall contain a restrictive endorsement
of
any kind, and any such restrictive endorsement shall have no legal effect even
if the instrument restrictively endorsed is processed for payment and SC Fuels
retains the proceeds.
3
4.8 The
obligation of the parties to deliver and receive motor fuel under this Agreement
shall be suspended and excused if SC Fuels is prevented from or delayed in
transporting, or delivering, in its normal manner, products, or if UFEN is
prevented from receiving or selling products, because of acts of God,
earthquake, fire, flood or the elements generally, malicious mischief, riots,
strikes, lockouts, boycotts, picketing, labor disputes or disturbances, war,
compliance with any directive, order or regulation of any governmental authority
or representative thereof acting under claim or color of authority, or from
any
other cause beyond SC Fuels’ or UFEN’s reasonable control, whether or not
similar to the foregoing enumerated causes. Whenever such causes, in SC Fuels’
judgment, require restriction of deliveries, SC Fuels reserves the right in
its
sole discretion to restrict deliveries to UFEN without liability, whether or
not
SC Fuels is delivering products to others.
ARTICLE
5 - DURATION OF LICENSE AND TERMINATION
5.1 This
Agreement and the license granted herein shall be effective as of the closing
of
the acquisition of the Acquired Sites, and shall terminate upon the earlier
of
(i) three (3) years following the date thereof; or (ii) termination pursuant
to
this Article 5 (the “Term”).
5.2 Either
party hereto shall have the right to immediately terminate this Agreement,
or
any or all licenses granted herein, upon written notice to the other party
in
the event of a winding-up, sale, consolidation or merger wherein the other
party
is not the survivor, or any sequestration by governmental authority of the
other
party.
5.3 Either
party may terminate this Agreement if the other party shall have defaulted
in or
breached the performance of any of the duties, responsibilities, or obligations
provided for in this Agreement, and fails to cure and correct the foregoing
within fifteen (15) calendar days after having received written notice
thereof.
5.4 Each
party shall also have the right to immediately terminate this Agreement without
other cause or prior notice if the other party either: (a) makes an assignment
for the benefit of creditors; (b) makes a written admission of its inability
to
pay its debts or obligations as they become due; (c) defaults on payments owed
to the other party, and fails to cure such default within five (5) calendar
days
of being notified of such default; (d) files a voluntary petition in bankruptcy;
(e) is adjudicated bankrupt or insolvent; (f) files any petition or other
pleading seeking reorganization, arrangement, composition, readjustment,
dissolution, or similar relief under any statute, law or regulation, or
admitting or failing to contest the material allegations of a petition or other
pleading filed against such party in any such proceeding; (g) seeks, consents
to, or acquiesces in the appointment of any trustee, receiver, or liquidator
of
its business, or all or a substantial part of its assets, or fails to vacate
the
appointment of any trustee, receiver or liquidator for any such purpose within
thirty (30) days of such appointment; (h) permits the continuance of more than
thirty (30) days of any proceeding against it seeking any reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar
relief under any statute, law, or regulation; (i) willfully or fraudulently
misrepresents any fact or condition required by this Agreement; (j) willfully
or
fraudulently misrepresents any brand name product or service sold by it; (k)
conviction for fraud or criminal misconduct; or (l) the knowing failure to
comply with Federal or State laws or regulations.
4
5.5 SC
Fuels
shall also have the right to terminate this Agreement upon 30 calendar days
prior written notice to UFEN if UFEN (a) allows a levy of execution to be made
upon any of the Acquired Sites; (b) voluntarily abandons or fails to actively
operate all of the Acquired Sites for a period of more than seven (7)
consecutive days; or (c) has its leases for all of the Acquired Sites
terminated, or all of its mortgages foreclosed, by reason of UFEN’s failure to
pay rent or mortgage payments or for any other cause for which UFEN is
responsible.
5.6 Upon
the
termination of this Agreement, UFEN agrees to: (a) promptly discontinue all
use
of Licensed Trademark(s) and/or any similar designation or trade name which
contains “SC Fuels” as a part thereof; (b) promptly take all steps to refrain
from using the Licensed Trademark(s) in advertising, commercial registers,
directories, the Internet and web-sites, telephone listings, and all other
similar listings; and (c) promptly paint out or obliterate all other Marks
located in, on, or about all Station premises, or otherwise utilized by UFEN.
In
the event UFEN fails to immediately remove all of the Licensed Trademark(s),
or
to paint out or obliterate all other Licensed Trademark(s) within 3 calendar
days following the expiration or termination of this Agreement, SC Fuels is
authorized, at UFEN’s expense, to enter upon the premises of any such
non-conforming Acquired Site and to remove the Licensed Trademark(s) located
therein.
ARTICLE
6 - PROTECTION
6.1 UFEN
shall promptly notify SC Fuels of any and all infringements, imitations,
simulations or other illegal use or misuse of the Licensed Trademark(s) that
come to UFEN’s attention. As the sole owner of the Licensed Trademark(s), SC
Fuels shall determine whether to take any action to prevent the infringement,
imitation, simulation or other illegal use or misuse of the Licensed
Trademark(s). If SC Fuels elects not to take such action, UFEN may take such
action at UFEN’s expense if it has received SC Fuels’ prior written approval to
take such action. In this event, SC Fuels shall, at UFEN’s expense, cooperate in
such action with UFEN including, without limitation, joining as a party. Any
money recovered by way of damages or otherwise with respect to such action
shall
be kept by the party which bore the costs of such action; or, in any case where
the parties have shared the costs, such money shall be shared in proportion
to
the costs borne by each party.
6.2 SC
Fuels
shall be responsible for the costs and responsibilities relating to the
maintenance of the Licensed Trademark(s). SC Fuels shall take whatever steps
are
reasonable or necessary to ensure that any registrations issued with respect
to
the Licensed Trademark(s) which are current on the date hereof remain current
including, without limitation, the timely filing with the U.S. Patent and
Trademark Office of any and all documents necessary to secure the renewal or
incontestability of the Licensed Trademark(s). To the extent UFEN’s assistance
is needed in relation to these activities, UFEN shall reasonably cooperate
with
SC Fuels at the expense of UFEN.
5
ARTICLE
7 - INDEMNIFICATION
7.1 UFEN
agrees to indemnify and hold harmless SC Fuels and its affiliates, directors,
officers, agents and employees (each such person or entity, an “SC
Fuels Indemnified Party”)
from
any and all claims, losses, liabilities, damages, judgments, assessments or
costs (collectively, “Liabilities”),
and
shall reimburse each SC Fuels Indemnified Party for all fees and expenses
(including the reasonable fees and expenses of counsel) caused by, or arising
out of or in connection with any of the following: (i) any breach of this
Agreement by UFEN; (ii) the negligence, intentional misconduct or violation
of
law of UFEN, or its employees and agents in the conduct of the UFEN Business
associated with the Licensed Trademarks(s); and (iii) any allegations of
infringement of the rights of any third party due to any use of the Licensed
Trademarks(s) by UFEN that is not authorized pursuant to this
Agreement.
7.2 SC
Fuels
agrees to indemnify and hold harmless UFEN and its affiliates, directors,
officers, agents and employees (each such person or entity, a “UFEN
Indemnified Party”)
from
any and all Liabilities,
and
shall
reimburse each UFEN Indemnified Party for all fees and expenses (including
the
reasonable fees and expenses of counsel) caused by, or arising out of or in
connection with any of the following: (i) any breach of this Agreement by SC
Fuels; (ii) the negligence, intentional misconduct or violation of law of SC
Fuels, or its employees and agents in the
handling, shipment and delivery of motor fuels pursuant to this
Agreement;
and
(iii) any allegations of infringement of the rights of any third party due
to
the authorized use of the Licensed Trademarks(s) by UFEN pursuant to this
Agreement.
7.3 LIMITATION
OF LIABILITY.
IN VIEW
OF THE DIFFICULTY OF ASCERTAINING AND MEASURING DAMAGES HEREUNDER, IT IS AGREED
THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED FOR HEREIN, SC FUELS’ LIABILITY TO
UFEN FOR ANY LOSSES OR DAMAGES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL,
PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES,
ARISING
OUT OF DEFECTS IN MOTOR FUEL PROVIDED BY SC FUELS, INCLUDING, WITHOUT
LIMITATION, DAMAGES ARISING FROM THE NEGLIGENCE OF SC FUELS IN STORING,
INSPECTING, TESTING, DELIVERING, AND/OR TRANSPORTING THE MOTOR FUEL, SHALL
NOT
EXCEED TWICE THE INVOICE AMOUNT OF THE TRUCK AND TRAILER LOAD OUT OF WHICH
CLAIMS FOR OR ASSOCIATED WITH THE DEFECTIVE FUEL AROSE. FURTHERMORE, WITHOUT
IN
ANY WAY LIMITING THE FOREGOING, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR
ANY
INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES SUCH AS LOSS OF ANTICIPATED PROFITS
OR OTHER ECONOMIC LOSS IN CONNECTION WITH OR ARISING OUT OF ANY BREACH OF THIS
AGREEMENT. THE LIMITATION OF LIABILITY SET FORTH HEREIN ABOVE SHALL NOT APPLY
TO
CLAIMS BASED SOLELY UPON THIRD PARTY CLAIMS AGAINST UFEN THAT RELATE TO THE
QUALITY OR THE MERCHANTABILITY OF THE FUEL AND/OR SERVICES DELIVERED BY SC
FUELS
PURSUANT TO THIS AGREEMENT, NOR SHALL IT BE CONSTRUED TO LIMIT LIABILITY FOR
ANY
CLAIM BY ANYONE AGAINST THE MANUFACTURER OF THE PRODUCT CLAIMED TO BE
DEFECTIVE.
6
EXCEPT
AS
MAY BE OTHERWISE EXPRESSLY STATED HEREIN, SC FUELS MAKES NO OTHER WARRANTIES,
EXPRESS OR IMPLIED. SC FUELS EXPRESSLY DISCLAIMS AND MAKES NO WARRANTY OF
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE.
ARTICLE
8 - MISCELLANEOUS
8.1 Entire
Agreement.
This
Agreement (including the Schedule constituting a part of this Agreement) and
any
other writing signed by the parties that specifically references this Agreement
constitute the entire agreement among the parties with respect to the subject
matter hereof and supersede all prior agreements, understandings and
negotiations, both written and oral, between the parties with respect to the
subject matter hereof. This Agreement is not intended to confer upon any person
other than the parties hereto any rights or remedies hereunder.
8.2 Assignability.
This
Agreement may not be assigned nor transferred by UFEN without the prior consent
of SC Fuels, which shall not be unreasonably withheld.
8.3 Extension
of Rights.
All
rights and obligations incurred hereunder by SC Fuels or UFEN shall extend
to
and be binding upon their respective divisions, subsidiaries, other controlled
companies, affiliates and related entities.
8.4 Waiver.
The
waiver by SC Fuels of a breach of any provision contained herein shall be in
writing and shall in no way be construed as a waiver of any subsequent breach
of
such provision or the waiver of the provision itself.
8.5 Injunctive
Relief.
UFEN
acknowledges that monetary relief would not be an adequate remedy for a breach
or threatened breach by UFEN of the provisions of this Agreement and that SC
Fuels shall be entitled to the enforcement of this Agreement by injunction,
specific performance or other equitable relief, without prejudice to any other
rights and remedies that SC Fuels may have.
8.6 Disclaimer
of Agency, Partnership and Joint Venture.
Nothing
in this Agreement shall constitute or be deemed to constitute a partnership
or
joint venture between the parties hereto or constitute or be deemed to
constitute any party the agent or employee of the other party for any purpose
whatsoever and neither party shall have authority or power to bind the other
or
to contract in the name of, or create a liability against, the other in any
way
or for any purpose.
8.7 Severability.
If any
provision of this Agreement shall be invalid or unenforceable, such invalidity
or unenforceability shall not render the entire Agreement invalid. Rather,
the
Agreement shall be construed as if not containing the particular invalid or
unenforceable provision, and the rights and obligations of each party shall
be
construed and enforced accordingly.
7
8.8 Notices.
All
notices, requests, demands, claims and other communications hereunder will
be in
writing. Any notice, request, demand, claim or other communication hereunder
will be deemed duly given if (and then three business days after) it is sent
by
registered or certified mail, return receipt requested, postage prepaid, and
addressed to the intended recipient as set forth below:
If
to
UFEN:
Attn: Xxxxxxx
XxXxxxxx,
CEO
000
Xxxxxxxxxx, Xxxxx 000
Xxxxxxx,
Xxxxx 00000
| Tel: |
(000)
000-0000
|
| Fax: |
(000)
000-0000
|
Copy
to
(which will not constitute notice):
Akin
Gump
Xxxxxxx Xxxxx & Xxxx LLP
Attn:
Will
Xxxxxxxx
000
Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx
Xxxxxxx, Xxxxx 00000
| Tel: |
(000)
000-0000
|
| Fax: |
(000)
000-0000
|
If
to SC
Fuels:
Attn:
Xxxxxx X. Xxxxxx, General Counsel
0000
Xxxx
Xxxxxxx, Xxxxx 000
Xxxxxx,
Xxxxxxxxxx 00000
| Tel: |
(000)
000-0000
|
| Fax: |
(000)
000-0000
|
Any
Party
may send any notice, request, demand, claim, or other communication hereunder
to
the intended recipient at the address set forth above using any other means
(including personal delivery, expedited courier, messenger service, telecopy,
telex, ordinary mail, or electronic mail), but no such notice, request, demand,
claim, or other communication will be deemed to have been duly given unless
and
until it actually is received by the intended recipient. Any Party may change
the address to which notices, requests, demands, claims, and other
communications hereunder are to be delivered by giving the other Parties notice
in the manner herein set.
8.9 Governing
Law.
This
Agreement shall be construed in accordance with and governed by the substantive
internal laws of the State of Nevada.
8.10 Counterparts;
Electronic Signatures.
This
Agreement may be executed in any number of counterparts. Any single counterpart
or set of counterparts signed in either case by all of the Parties shall
constitute a full and binding Agreement for all purposes.
Executed
copies of the signature pages of this Agreement sent by facsimile or transmitted
electronically in either Tagged Image Format Files (“TIFF”) or Portable Document
Format (“PDF”) shall be treated as originals, fully binding and with full legal
force and effect, and the parties waive any rights they may have to object
to
such treatment. Any party delivering an executed counterpart of this Agreement
by facsimile, TIFF or PDF also shall deliver a manually executed counterpart
of
this Agreement but the failure to deliver a manually executed counterpart shall
not affect the validity, enforceability, and binding effect of this
Agreement.
8
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by
their duly authorized officers or agents as of the day and year first above
written.
|
UNITED
FUEL & ENERGY CORPORATION, A NEVADA CORPORATION
|
||
|
By:
|
/s/
Xxxxxxx XxXxxxxx
|
|
|
Name:
|
Xxxxxxx
XxXxxxxx
|
|
|
Title:
|
President
and Chief Executive Officer
|
|
|
SOUTHERN
COUNTIES OIL CO., A CALIFORNIA LIMITED PARTNERSHIP
|
||
|
By:
|
/s/
Xxxxx X. Xxxxxxx
|
|
|
Name:
|
Xxxxx
X. Xxxxxxx
|
|
|
Title:
|
Chief
Executive Officer
|
|
9
SCHEDULE
A
LICENSED
TRADEMARK(S)
| 1. |
SC
Fuels logo. USPTO Registration No.
3,163,430.
|
| 2. |
SC
Fuels word xxxx. USPTO Registration No.
2,974,351.
|
10
| *** |
CERTAIN
INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE
OMITTED PORTIONS.
|
SCHEDULE
B
PRICES
Purchase
Price
The
purchase price to be paid by UFEN to SC Fuels for the motor fuel sold and
delivered to UFEN under this Agreement shall be as follows:
(i)
For
diesel, the OPIS gross local low rack posted on the day of delivery *** per
gallon.
(ii)
For
red dye diesel, the OPIS gross local low rack posted on the day of delivery
***
per gallon.
(iii)
For
gasoline, the OPIS gross unbranded low rack posted on the day of delivery ***
per gallon.
In
the
event that no such posting by OPIS takes place on the date of delivery, the
immediate prior publication date will be the reference price. In the event
the
OPIS is not available, the parties will agree to a new reference price within
thirty (30) days of the last OPIS publication date. UFEN agrees to pay SC Fuels
in accordance with such credit terms as may be established from time to time
in
the sole and absolute discretion of SC Fuels.
Freight
Rate
The
freight rate to be paid by UFEN to SC Fuels for the motor fuels delivered to
UFEN under this Agreement shall be *** per gallon.
11
