SECOND AMENDED AND RESTATED MASTER SUPPLY AND OFFTAKE AGREEMENT dated as of February 27, 2017 among J. ARON & COMPANY, LION OIL COMPANY and LION OIL TRADING & TRANSPORTATION, LLC
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
Exhibit 10.1
Execution Version
SECOND AMENDED AND RESTATED
dated as of February 27, 2017
among
X. XXXX & COMPANY,
LION OIL COMPANY
and
LION OIL TRADING & TRANSPORTATION, LLC
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
TABLE OF CONTENTS
Page | ||
ARTCLE 1 | DEFINITIONS AND CONSTRUCTION | |
ARTICLE 2 | CONDITIONS TO COMMENCEMENT | |
ARTICLE 3 | TERM OF AGREEMENT | |
ARTICLE 4 | COMMENCEMENT DATE TRANSFER | |
ARTICLE 5 | PURCHASE AND SALE OF CRUDE OIL | |
ARTICLE 6 | PURCHASE PRICE FOR CRUDE OIL | |
ARTICLE 7 | TARGET INVENTORY LEVELS AND WORKING CAPITAL ADJUSTMENT | |
ARTICLE 8 | PURCHASE AND DELIVERY OF PRODUCTS | |
ARTICLE 9 | ANCILLARY COSTS; MONTH END INVENTORY; CERTAIN DISPOSITIONS; TANK MAINTENANCE; CERTAIN OTHER MATTERS | |
ARTICLE 10 | PAYMENT PROVISIONS | |
ARTICLE 11 | LIEN AMOUNTS | |
ARTICLE 12 | INDEPENDENT INSPECTORS; STANDARDS OF MEASUREMENT | |
ARTICLE 13 | FINANCIAL INFORMATION; CREDIT SUPPORT; AND ADEQUATE ASSURANCES | |
ARTICLE 14 | REFINERY TURNAROUND, MAINTENANCE AND CLOSURE | |
ARTICLE 15 | TAXES | |
ARTICLE 16 | INSURANCE | |
ARTICLE 17 | FORCE MAJEURE | |
ARTICLE 18 | REPRESENTATIONS, WARRANTIES AND COVENANTS | |
ARTICLE 19 | DEFAULT AND TERMINATION | |
ARTICLE 20 | SETTLEMENT AT TERMINATION | |
ARTICLE 21 | INDEMNIFICATION | |
ARTICLE 22 | LIMITATION ON DAMAGES | |
ARTICLE 23 | RECORDS AND INSPECTION | |
ARTICLE 24 | CONFIDENTIALITY | |
ARTICLE 25 | GOVERNING LAW | |
ARTICLE 26 | ASSIGNMENT | |
ARTICLE 27 | NOTICES | |
ARTICLE 28 | NO WAIVER, CUMULATIVE REMEDIES |
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NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
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NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
Schedules
Schedule | Description |
Schedule A | Products and Product Specifications |
Schedule B | Pricing Benchmarks |
Schedule C | Monthly True-Up Amounts |
Schedule D | Operational Volume Range |
Schedule E | Tank List |
Schedule F | [Reserved] |
Schedule G | Daily Settlement Schedule |
Schedule H | Form of Inventory Reports |
Schedule I | Initial Inventory Targets |
Schedule J | Scheduling and Communications Protocol |
Schedule K | Monthly Excluded Transaction Fee Determination |
Schedule L | Monthly Working Capital Adjustment |
Schedule M | Notices |
Schedule N | FIFO Balance Final Settlements |
Schedule O | MTD Performance Report |
Schedule P | Pricing Group |
Schedule Q | Form of Trade Sheet |
Schedule R | Form of Step-Out Inventory Sales Agreement |
Schedule S | Shipping Dock Report |
Schedule T | Form of Excluded Transaction Trade Sheet |
Schedule U | Available Storage and Transportation Arrangements |
Schedule V | Xxxx Crude Receipts Pipelines |
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NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
Schedule W | Product Pipeline Systems/Included Terminals |
Schedule X | Marketing and Sales Agreement |
Schedule Y | XXXX Inventory Sales Agreement |
Schedule Z | Lion Oil Inventory Sales Agreement |
Schedule AA | Storage Facilities Agreement |
Schedule BB | Holdback Schedule |
Schedule CC | Excess LC Amount and Excess LC Rate |
Schedule DD | Existing Financing Agreements |
Schedule EE | Form of Letter of Credit |
Schedule FF | Illustration of Calculation of Interim Payments |
Schedule GG | Adjustment Date Differentials |
Schedule HH | Illustration of Adjustments for April and May 2014 True-Ups |
Schedule II | Illustration of Adjustments for April and May 2017 True-Ups |
Schedule JJ | Form of bailee’s letter |
Schedule KK | Red Zone Confirmation |
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SECOND AMENDED AND RESTATED
This Second Amended and Restated Supply and Offtake Agreement (this “Agreement”) is made as of February 27, 2017 (the “Second Restatement Effective Date”), among X. Xxxx & Company (“Xxxx”), a general partnership organized under the laws of New York and located at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, Lion Oil Company (the “Company”), a corporation organized under the laws of Arkansas located at 0000 Xxxxxxxx Xxx, Xxxxxxxxx, Xxxxxxxxx 00000, and Lion Oil Trading & Transportation, LLC (“XXXX”), a limited liability company organized under the laws of Texas (formerly known as Lion Oil Trading & Transportation, Inc., a corporation organized under the laws of Arkansas) and located at 0000 Xxxxxxxx Xxx, Xxxxxxxxx, Xxxxxxxxx 00000 (each referred to individually as a “Party” or collectively as the “Parties”).
WHEREAS, the Company owns and operates a crude oil refinery located in El Dorado, Arkansas (the “Refinery”) for the processing and refining of crude oil and other feedstocks and the recovery therefrom of refined products;
WHEREAS, XXXX is in the business of buying, selling and transporting of crude oil and other petroleum feedstocks in connection with the processing and refining operations of the Company;
WHEREAS, the Company, XXXX and Xxxx entered into a Master Supply and Offtake Agreement, dated as of April 29, 2011, providing for a supply and offtake transaction under which Xxxx delivers crude oil and other petroleum feedstocks to the Company for use at the Refinery and purchases all refined products produced by the Refinery (other than certain excluded products) and the Company purchases such crude oil and other petroleum feedstocks from Xxxx for use at the Refinery and sells and delivers to Xxxx such refined products (such agreement, as from time to time amended prior to the date hereof, the “Original Agreement”);
WHEREAS, the Company and XXXX sold certain pipeline and storage assets on November 7, 2012 to Delek Logistics Partners, LP and its subsidiaries (individually and collectively, “Delek MLP”), and entered into agreements for the use of these assets with the Company and XXXX and, from time to time thereafter, has transferred and may transfer additional assets to Delek MLP while retaining certain right to use such assets, and in connection with the foregoing the Parties have executed and will execute, as appropriate, Required Storage and Transportation Arrangements (as defined below) that also constitute Required MLP Arrangements (as defined below);
WHEREAS, the Parties amended and restated in its entirety the Original Agreement by entering into an Amended and Restated Master Supply and Offtake Agreement, dated December 23, 2013 (the “First Restated Agreement”);
WHEREAS, the Company and Xxxx wish to amend and restate in its entirety the First Restated Agreement as hereinafter provided;
WHEREAS, the Parties have agreed that, for the Term of this Agreement, the Company will provide professional consulting, liaison, and other related services to assist Xxxx in the
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
marketing and sale of the refined products acquired by Xxxx hereunder in accordance with the terms and conditions of the Marketing and Sales Agreement (as defined below); and
WHEREAS, it is contemplated that upon the scheduled termination of this Agreement, Xxxx will sell and the Company will purchase all of Aron’s crude oil, feedstocks and products inventory held at the Included Locations as set forth and in accordance with the terms and conditions of the Step-Out Inventory Sales Agreement (as defined below);
NOW, THEREFORE, in consideration of the premises and respective promises, conditions, terms and agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties do hereby agree as follows:
ARTICLE 1
DEFINITIONS AND CONSTRUCTION
1.1 Definitions.
For purposes of this Agreement, including the foregoing recitals, the following terms shall have the meanings indicated below:
“Acceptable Financial Institution” means a U.S. commercial bank or a foreign bank with a U.S. branch office, with the respective rating then assigned to its unsecured and senior long-term debt or deposit obligations (not supported by third party credit enhancement) by S&P or Xxxxx’x of at least “A” by S&P or “A2” by Xxxxx’x.
“Actual Month End Crude Volume” has the meaning specified in Section 9.2(b).
“Actual Month End Included Crude Volume” has the meaning specified in Section 9.2(a).
“Actual Month End Included Product Volume” has the meaning specified in Section 9.2(a).
“Actual Month End Product Volume” has the meaning specified in Section 9.2(b).
“Actual Monthly Crude Run” has the meaning specified in Section 6.4(c).
“Additional Financing Agreement” has the meaning specified in Section 18.2(j).
“Additional Waived Fee Barrels” means, for any month, the greater of (i) zero and (ii) the lesser of (A) Actual Monthly Crude Run for such month minus the product of [*CONFIDENTIAL*] Barrels and the number of days in such month and (B) Designated Company-Sourced Barrels for such month minus the product of [*CONFIDENTIAL*] Barrels and the number of days in such month.
“Adequate Assurance” has the meaning specified in Section 13.5.
“Adjustment Date” means May 1, 2014.
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NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
“Adjustment Date Differential” has the meaning specified in Schedule GG.
“Affected Obligations” has the meaning specified in Section 17.3.
“Affected Party” has the meaning specified in Section 17.1.
“Affiliate” means, in relation to any Person, any entity controlled, directly or indirectly, by such Person, any entity that controls, directly or indirectly, such Person, or any entity directly or indirectly under common control with such Person; provided that, without limiting the foregoing, it is acknowledged that each MLP Party constitutes an Affiliate of the Company Parties for purposes hereof. For this purpose, “control” of any entity or Person means ownership of a majority of the issued shares or voting power or control in fact of the entity or Person.
“Ancillary Contract” has the meaning specified in Section 20.1(c).
“Ancillary Costs” means all freight, pipeline, transportation, storage, tariffs and other costs and expenses incurred by Xxxx as a result of the purchase, movement and storage of Crude Oil or Products undertaken in connection with or required for purposes of this Agreement (whether or not arising under Procurement Contracts), including, ocean-going freight and other costs associated with waterborne movements, inspection costs and fees, wharfage, port and dock fees, vessel demurrage, lightering costs, ship’s agent fees, import charges, waterborne insurance premiums, fees and expenses, broker’s and agent’s fees, load port charges and fees, pipeline transportation costs, pipeline transfer and pumpover fees, pipeline throughput and scheduling charges (including any fees and charges resulting from changes in nominations undertaken to satisfy delivery requirements under this Agreement), pipeline and other common carrier tariffs, blending, tankage, linefill and throughput charges, pipeline demurrage, superfund and other comparable fees, processing fees (including fees for water or sediment removal or feedstock decontamination), merchandise processing costs and fees, importation costs, any charges imposed by any Governmental Authority (including transfer taxes (but not taxes on the net income of Xxxx) and U.S. Customs and other duties), user fees, fees and costs for any credit support provided to any pipelines with respect to any transactions contemplated by this Agreement and any pipeline compensation or reimbursement payments that are not timely paid by the pipeline to Xxxx. Notwithstanding the foregoing, (i) Aron’s hedging costs in connection with this Agreement or the transactions contemplated hereby shall not be considered Ancillary Costs (but such exclusion shall not change or be deemed to change the manner in which losses, costs and damages in connection with xxxxxx and related trading positions are addressed under Articles 19 and 20 below), (ii) any Product shipping costs of Xxxx, to the extent incurred after Xxxx has removed such Product from the Product Storage Facilities for its own account, shall not be considered Ancillary Costs and (iii) any costs and expenses of Supplier’s Inspector shall not be considered Ancillary Costs.
“Annual Fee” means the amount set forth as the “Annual Fee” in the Fee Letter.
“Applicable Law” means (i) any law, statute, regulation, code, ordinance, license, decision, order, writ, injunction, decision, directive, judgment, policy, decree and any judicial or administrative interpretations thereof, (ii) any agreement, concession or arrangement with any Governmental Authority and (iii) any license, permit or compliance requirement, including
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Environmental Law, in each case as may be applicable to either Party or the subject matter of this Agreement.
“Xxxx Procurement Contract” has the same meaning as Procurement Contract.
“Asphalt Product Group” has the meaning specified on Schedule P hereto.
“Bank Holiday” means any day (other than a Saturday or Sunday) on which banks are authorized or required to close in the State of New York.
“Bankrupt” means a Person that (i) is dissolved, other than pursuant to a consolidation, amalgamation or merger, (ii) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due, (iii) makes a general assignment, arrangement or composition with or for the benefit of its creditors, (iv) institutes a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, (v) has a resolution passed for its winding-up, official management or liquidation, other than pursuant to a consolidation, amalgamation or merger, (vi) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for all or substantially all of its assets, (vii) has a secured party take possession of all or substantially all of its assets, or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all of its assets, (viii) files an answer or other pleading admitting or failing to contest the allegations of a petition filed against it in any proceeding of the foregoing nature, (ix) causes or is subject to any event with respect to it which, under Applicable Law, has an analogous effect to any of the foregoing events, (x) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy under any bankruptcy or insolvency law or other similar law affecting creditors’ rights and such proceeding is not dismissed within fifteen (15) days or (xi) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing events.
“Bankruptcy Code” means chapter 11 of Title 11, U.S. Code.
“Barrel” means forty-two (42) net U.S. gallons, measured at 60° F.
“Base Agreement” means any agreement between the Company or XXXX and a third party pursuant to which the Company or XXXX has acquired rights to use any of the Included Third Party Storage Tanks, the Included Crude Pipelines or the Included Product Pipelines.
“Baseline Volume” means for Crude Oil or each Product Group the respective minimum volume specified therefor under the “Baseline Volume” column on Schedule D.
“Business Day” means any day that is not a Saturday, Sunday, or Bank Holiday.
“Change of Control” means the failure of Guarantor to (a) hold and own, directly or indirectly, Equity Interests representing at least 51%, on a fully diluted basis, of the aggregate ordinary voting power of the Company and XXXX or (b) control the Company and XXXX; provided that, for good order’s sake, it is acknowledged that the consummation of the
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Contemplated Merger Transaction shall not constitute a Change of Control hereunder. For this purpose, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling”, “Controlled” and “under common Control with” have meanings correlative thereto
“Commencement Date” has the meaning specified in Section 2.3.
“Commencement Date Crude Oil Volumes” means the total quantity of Crude Oil in the Crude Storage Tanks, Included Third Party Crude Storage Tanks and the Included Crude Pipelines purchased by Xxxx on the Commencement Date, pursuant to the Inventory Sales Agreements.
“Commencement Date Products Volumes” means the total quantities of the Products in the Product Storage Facilities purchased by Xxxx on the Commencement Date, pursuant to the Inventory Sales Agreements.
“Commencement Date Purchase Value” means, with respect to the Commencement Date Volumes, initially the Estimated Commencement Date Value until the Definitive Commencement Date Value has been determined and thereafter the Definitive Commencement Date Value.
“Commencement Date Volumes” means, collectively, the Commencement Date Crude Oil Volumes and the Commencement Date Products Volumes.
“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. Section 1 et seq.).
“Company Party” has the meaning specified in Section 18.2(a).
“Company Purchase Agreement” has the meaning specified in the Marketing and Sales Agreement.
“Company Purchasers” has the meaning specified in the Marketing and Sales Agreement.
“Consignment Letter Agreement” means that certain letter agreement between the Company and Xxxx, dated January 25, 2017, relating to the consignment by Xxxx to the Company of certain Product from time to time held at the Cape Girardeau, Missouri refined products terminal operated by Enterprise Refined Products Company LLC (“ERPC”), which letter agreement has been acknowledged by ERPC for certain purposes.
“Contemplated Merger Transaction” means the merger transaction contemplated by the Agreement and Plan of Merger, dated as of January 2, 2017 (the “Merger Agreement”) among Guarantor, Delek Holdco, Inc., a Delaware corporation (“Delek HoldCo”), Dione Mergeco, Inc., a Delaware corporation and a wholly owned subsidiary of Delek HoldCo (“Delek Merger Sub”) and Astro Mergeco, Inc., a Delaware corporation and wholly owned subsidiary of Delek HoldCo (“Astro Merger Sub”), and Alon USA Energy, Inc., a Delaware corporation (“Alon Parent”) pursuant to which, among other things: (a) Delek Merger Sub will merge with and into Delek
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Parent, the separate existence of Delek Merger Sub will cease, and Delek Parent will survive and continue to exist as a Delaware corporation; (b) Astro Merger Sub will merge with and into Alon Parent, the separate existence of Astro Merger Sub will cease, and Alon Parent will survive and continue to exist as a Delaware corporation (the “Astro-Alon Merger”); (c) each share of common stock of Delek Parent or fraction thereof, par value $0.01 per share (“Delek Common Stock”) issued and outstanding (other than Delek Common Stock held in treasury of Delek) will be converted at the Parent Effective Time (as defined in the Merger Agreement) into the right to receive one validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of Delek HoldCo or an equivalent fraction thereof; and (d) each share of Alon Parent’s Common Stock issued and outstanding (other than Alon Parent’s Common Stock owned by (i) Delek Parent and its subsidiaries, which will remain outstanding, and (ii) Alon Parent or held in the treasury of Alon Parent, which will be canceled) will be converted at the Astro Effective Time (as defined in the Merger Agreement) into the right to receive 0.504 validly issued, fully paid and non-assessable shares of common stock, par value $0.01 per share, of Delek HoldCo.
“Contract Cutoff Date” means, with respect to any Procurement Contract, the date and time by which Xxxx is required to provide its nominations to the Third Party Supplier thereunder for the next monthly delivery period for which nominations are then due.
“Contract Nominations” has the meaning specified in Section 5.4(b).
“CPT” means the prevailing time in the Central time zone.
“Crude Delivery Point” means the outlet flange of the last Onsite Crude Storage Tank upstream of a processing unit at the Refinery.
“Crude Intake Point” means the inlet flange of the Crude Storage Tanks and the Included Crude Pipelines owned or used (as such rights may be assigned to Xxxx by the Company) by the Company or XXXX.
“Crude Oil” means all crude oil that (i) Xxxx purchases and sells to the Company (including all crude oil injected at a Crude Intake Point) or (ii) for which Xxxx assumes the payment obligation pursuant to any Procurement Contract.
“Crude Oil Linefill” means, at any time, the aggregate volume of Crude Oil linefill on the Included Crude Pipelines for which Xxxx is treated as the exclusive owner by the Included Crude Pipelines; provided that such volume shall be determined by using the volumes reported on the most recently available statements from the Included Crude Pipelines.
“Crude Purchase Fee” has the meaning specified in Section 6.4(a).
“Crude Storage Facilities” means, collectively, the Crude Storage Tanks and the Included Crude Pipelines.
“Crude Storage Tanks” means any of the Onsite Crude Storage Tanks or Offsite Crude Storage Tanks.
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NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
“Cumulative Estimated Daily Net Settlement Amount” means, as of any day, the sum of the Daily Settlement Amounts for such date and all prior dates during the then current month and any prior month for which the Monthly True-Up Payment has not been satisfied.
“Cumulative Interim Paid Amount” means, as of any day, the sum of (i) the most recent Interim Reset Amount and (ii) the sum of the Interim Payments actually received by Xxxx for all days from (and including) the most recent prior Monthly True-Up Date (or, if no Monthly True-Up Date has yet occurred, the Initial Delivery Date) to (but excluding) such day.
“Customers” has the meaning specified in the Marketing and Sales Agreement.
“Daily Prices” means, with respect to a particular grade of Crude Oil or type of Product, the pricing index, formula or benchmark indicated on Schedule B as the relevant daily price.
“Daily Product Sales” means, for any day and Product Group, Aron’s estimate of the aggregate sales volume of such Product sold during such day, pursuant to (a) Included Transactions and Excluded Transactions (each as defined in the Marketing and Sales Agreement) or (b) any Company Purchase Agreements.
“DDP” has the meaning specified in Section 8.2(a).
“Default” means any event that, with notice or the passage of time, would constitute an Event of Default.
“Default Interest Rate” means the lesser of (i) the per annum rate of interest calculated on a daily basis using the prime rate published in the Wall Street Journal for the applicable day (with the rate for any day for which such rate is not published being the rate most recently published) plus two hundred (200) basis points and (ii) the maximum rate of interest permitted by Applicable Law.
“Defaulting Party” has the meaning specified in Section 19.2.
“Deferred Portion” has the meaning specified in the Lion Oil Inventory Sales Agreement.
“Deferred Interim Payment Amount” means, as of any time, $[*CONFIDENTIAL*].
“Definitive Commencement Date Value” means the sum of the Lion Oil Definitive Commencement Date Value and the XXXX Definitive Commencement Date Value.
“Delivery Date” means any applicable 24-hour period.
“Delivery Month” means the month in which Crude Oil is to be delivered to the Refinery.
“Delivery Point” means a Crude Delivery Point or a Products Delivery Point, as applicable.
“Designated Affiliate” means, in the case of Aron, Goldman, Sachs & Co and, in the case of the Company Parties, if the Contemplated Merger Transaction is consummated, Alon Refining
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Xxxxx Springs, Inc., Alon USA LP and Alon Supply, Inc. (collectively, the “Alon Entities”), provided that an Alon Entity shall be a Designated Affiliate of the Company Parties only if and for so long as it is an Affiliate of the Company Parties.
“Designated Company-Sourced Barrels” means, for any month, the aggregate number of Barrels of Crude Oil delivered by the Company to Xxxx with transfer of title occurring at the relevant Offsite Crude Storage Tanks, Included Third Party Crude Storage Tanks or other upstream point, regardless of whether such delivery is via a pipeline that is not an Included Crude Pipeline or is pursuant to a Procurement Contract with delivery via an Included Crude Pipeline, reduced by the Monthly Crude Procurement Sales Volume for such month (as set forth in Schedule C).
“Disposed Quantity” has the meaning specified in Section 9.4.
“Disposition Amount” has the meaning specified in Section 9.4.
“Early Termination Date” has the meaning specified in Section 3.2.
“Eligible Hydrocarbon Inventory” means, as of any day, the Hydrocarbons owned by either Company Party that are subject to a valid, first priority perfected Lien and security interest in favor of Xxxx, including, without limitation, at any time and with respect to any such Hydrocarbons, the aggregate volume of such Hydrocarbons constituting linefill; provided that, unless Xxxx shall otherwise elect in its reasonable discretion, Eligible Hydrocarbon Inventory shall not include any Hydrocarbon:
(a)that is held on consignment or not otherwise owned by either Company Party;
(b)that is unmerchantable or constitutes product that is permanently off-spec;
(c)that is subject to any other Lien whatsoever (other than Permitted Liens);
(d)that consists solely of chemicals (other than commodity chemicals maintained in bulk), samples, prototypes, supplies, or packing and shipping materials;
(e)that is not located at a Specified Lien Location;
(f)that is not currently either usable or salable, at market price, in the normal course of the Company’s business; or
(g)that is not identified on Schedule P, unless otherwise mutually agreed by the Parties.
“Enterprise” means TE Products Pipeline Company LLC.
“Enterprise Teppco Product Pipeline” means Enterprise’s refined products pipeline system that has a connection point at El Dorado, Arkansas.
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NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
“Environmental Law” means any existing or past Applicable Law, policy, judicial or administrative interpretation thereof or any legally binding requirement that governs or purports to govern the protection of persons, natural resources or the environment (including the protection of ambient air, surface water, groundwater, land surface or subsurface strata, endangered species or wetlands), occupational health and safety and the manufacture, processing, distribution, use, generation, handling, treatment, storage, disposal, transportation, release or management of solid waste, industrial waste or hazardous substances or materials.
“Equity Interests” means, with respect to any Person, any and all shares, interests, participations or other equivalents, including membership interests (however designated, whether voting or nonvoting), of equity of such Person, including, if such Person is a partnership, partnership interests (whether general or limited) and any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of property of, such partnership, but excluding debt securities convertible or exchangeable into such equity.
“Estimated Commencement Date Value” means the sum of the Lion Oil Estimated Commencement Date Value and the XXXX Estimated Commencement Date Value.
“Estimated Daily Net Crude Sales” has the meaning specified in Section 10.1(d).
“Estimated Daily Net Product Sales” has the meaning specified in Section 10.1(d).
“Estimated Gathering Crude Value” has the meaning specified in Section 10.1(d).
“Estimated Gathering Tank Injections” mean, for any day, the aggregate daily crude flow through meters R1, R2, and R3, plus the total change in daily inventory for all Gathering Tanks denoted as Lien in Schedule E (other than Tank 66), plus the total change in daily inventory for all Gathering Tanks denoted as Title in Schedule E (other than Tank 66) minus the sum of aggregate daily crude flow through meters X-0, X-0, X-0, X-0, X-0, XXXXXX #1, XXXXXX #2 and XXXXXX #3, (and any additional meters as mutually agreed upon by the Company and Xxxx), minus Total Rail Receipts.
“Estimated Initial Lien Amount” has the meaning specified in Section 11.2.
“Estimated Termination Amount” has the meaning specified in Section 20.2(b).
“Estimated Yield” has the meaning specified in Section 8.3(a).
“Event of Default” means an occurrence of the events or circumstances described in Section 19.1.
“Excess Cumulative Amount” means, for any period starting on a Monthly True-Up Date (or, if no Monthly True-Up Date has occurred, on the Initial Delivery Date) to (but excluding) the next Monthly True-Up Date, the excess, if any of Cumulative Interim Paid Amount as of the day prior to the start of such period minus the Gross Monthly Payment Amount for the month to which such first Monthly True-Up Date relates or, if there is no such excess, then zero.
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NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
“Excess LC Amount” means the amount described on Schedule CC.
“Excess LC Fee” means, for any month, the product of (i) Excess LC Amount for such month, (ii) the Excess LC Rate and (iii) a fraction with a numerator equal to the number of days in such month and a denominator equal to 365.
“Excess LC Rate” means, for any month, the rate described on Schedule CC.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Excluded Materials” means any refined petroleum products other than those that are Products.
“Excluded Transactions” has the meaning specified in the Marketing and Sales Agreement.
“Existing Financing Agreements” mean the Financing Agreements listed on Schedule DD.
“Expiration Date” has the meaning specified in Section 3.1.
“Fed Funds Rate” means, for any date, the rate set forth in H.15(519) or in H.15 Daily Update for the most recently preceding Business Day under the caption “Federal funds (effective)”; provided that if no such rate is so published for any of the immediately three preceding Business Days, then such rate shall be the arithmetic mean of the rates for the last transaction in overnight Federal funds arranged by each of three leading brokers of U.S. dollar Federal funds transactions prior to 9:00 a.m., CPT, on that day, which brokers shall be selected by Xxxx in a commercially reasonable manner. For purposes hereof, “H.15(519)” means the weekly statistical release designated as such, or any successor publication, published by the Board of Governors of the Federal Reserve System, available through the worldwide website of the Board of Governors of the Federal Reserve System at xxxx://xxx.xxxxxxxxxxxxxx.xxx/xxxxxxxx/x00/, or any successor site or publication and “H.15 Daily Update” means the daily update of H.15(519), available through the worldwide website of the Board of Governors of the Federal Reserve System at xxxx://xxx.xxxxxxxxxxxxxx.xxx/xxxxxxxx/x00/xxxxxx/, or any successor site or publication.
“Fee Letter” means the certain fee letter, dated the date hereof, executed by the Guarantor, the Company, XXXX and Xxxx (which amends, restates and supersedes the fee letter, dated December 23, 2013 executed by the Guarantor, the Company, XXXX and Xxxx, which amended, restated and superseded the fee letter dated April 27, 2011, executed by the Guarantor and Xxxx prior to, and agreed to by the Company and XXXX as of, the Commencement Date) and sets forth the amounts for and other terms relating to certain fees payable hereunder, as such fee letter may from time to time be amended, modified and/or restated.
“FIFO Balance Final Settlement” means the amount determined to be due pursuant to Schedule N.
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NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
“Financing Agreement” means any credit agreement, indenture or other financing agreement under which the Guarantor or any of its subsidiaries (including the Company and XXXX) may incur or become liable for indebtedness for borrowed money (including capitalized lease obligations and reimbursement obligations with respect to letters of credit) but only if the covenants thereunder limit or otherwise apply to any of the business, assets or operations of the Company or XXXX.
“Force Majeure” means any cause or event reasonably beyond the control of a Party, including fires, earthquakes, lightning, floods, explosions, storms, adverse weather, landslides and other acts of natural calamity or acts of God; navigational accidents or maritime peril; vessel damage or loss; strikes, grievances, actions by or among workers or lock-outs (whether or not such labor difficulty could be settled by acceding to any demands of any such labor group of individuals and whether or not involving employees of the Company or Xxxx); accidents at, closing of, or restrictions upon the use of mooring facilities, docks, ports, pipelines, harbors, railroads or other navigational or transportation mechanisms; disruption or breakdown of, explosions or accidents to xxxxx, storage plants, refineries, terminals, machinery or other facilities; acts of war, hostilities (whether declared or undeclared), civil commotion, embargoes, blockades, terrorism, sabotage or acts of the public enemy; any act or omission of any Governmental Authority; good faith compliance with any order, request or directive of any Governmental Authority; curtailment, interference, failure or cessation of supplies reasonably beyond the control of a Party; or any other cause reasonably beyond the control of a Party, whether similar or dissimilar to those above and whether foreseeable or unforeseeable, which, by the exercise of due diligence, such Party could not have been able to avoid or overcome. Solely for purposes of this definition, the failure of any Third Party Supplier to deliver Crude Oil pursuant to any Procurement Contract, whether as a result of Force Majeure as defined above, “force majeure” as defined in such Procurement Contract, breach of contract by such Third Party Supplier or any other reason, shall constitute an event of Force Majeure for Xxxx under this Agreement with respect to the quantity of Crude Oil subject to that Procurement Contract.
“GAAP” means generally accepted accounting principles in the United States.
“Gathering Tanks” means any of the gathering tanks identified and described on Schedule E.
“Governmental Authority” means any federal, state, regional, local, or municipal governmental body, agency, instrumentality, authority or entity established or controlled by a government or subdivision thereof, including any legislative, administrative or judicial body, or any Person purporting to act therefor.
“Gross Monthly Payment Amount” means, for any month, an amount equal to the Monthly True-Up Amount for that month minus the amount under clause (a)(i) of Section 10.2 included in such Monthly True-Up Amount.
“Guarantee” means the Guaranty, dated as of the Commencement Date, from the Guarantor provided to Xxxx in connection with this Agreement and the transactions contemplated hereby, in a form and in substance satisfactory to Xxxx.
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NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
“Guarantor” means Delek US Holdings, Inc.
“Hazardous Substances” means any explosive or radioactive substances or wastes and any toxic or hazardous substances, materials, wastes, contaminants or pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances defined or listed as “hazardous substances,” “hazardous materials,” “hazardous wastes” or “toxic substances” (or similarly identified), regulated under or forming the basis for liability under any applicable Environmental Law.
“Hydrocarbons” has the meaning specified in Section 18.2(o).
“Identified Facilities” has the meaning specified in Section 14.4(a).
“Included Crude Lien Inventory” means, as of any day, Eligible Hydrocarbon Inventory consisting of Crude Oil that is then held at a Specified Lien Location.
“Included Crude Pipelines” means, the pipelines or sections thereof as further described on Schedule V, as such schedule may, from time to time, be amended by the Parties.
“Included Locations” means, collectively, the Crude Storage Tanks, Included Crude Pipelines, Product Storage Tanks, Included Product Pipelines and Included Third Party Storage Tanks.
“Included Product Lien Inventory” means, for each Product and as of any day, Eligible Hydrocarbon Inventory consisting of such Product that is then held at a Specified Lien Location.
“Included Product Pipelines” means the pipelines or sections thereof as further described on Schedule W, as such schedule may, from time to time, be amended by the Parties.
“Included Third Party Crude Storage Tanks” means any of the storage tanks identified and described on Schedule E.
“Included Third Party Product Storage Tanks” means any of the tanks, salt xxxxx or pipelines identified and described on Schedule E.
“Included Third Party Storage Tanks” means the Included Third Party Crude Storage Tanks and Included Third Party Product Storage Tanks.
“Included Transactions” has the meaning specified in the Marketing and Sales Agreement.
“Independent Inspection Company” has the meaning specified in Section 12.3.
“Initial Crude Lien Inventory Value” has the meaning specified in the Fee Letter.
“Initial Delivery Date” means the Delivery Date occurring on May 1, 2011.
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NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
“Initial Estimated Yield” has the meaning specified in Section 8.3(a).
“Initial Lien Amount” has the meaning specified in Section 11.2.
“Initial Product Lien Inventory Value” has the meaning specified in the Fee Letter.
“Interim Payment” has the meaning specified in Section 10.1.
“Interim Reset Amount” means (i) zero, for the period from the Initial Delivery Date to and including the initial Monthly True-Up Date and (ii) the applicable Excess Cumulative Amount for the period from the first day following a Monthly True-Up Date to (but excluding) the next Monthly True-Up Date.
“Inventory Collateral” has the meaning specified in Section 18.2(o).
“Inventory Measurement Time” has the meaning ascribed to such term in the XXXX Inventory Sales Agreement.
“Inventory Sales Agreements” means the Lion Oil Inventory Sales Agreement and the XXXX Inventory Sales Agreement.
“Inventory Transfer Locations” has the meaning ascribed to such term in the XXXX Inventory Sales Agreement.
“Inventory Transfer Time” has the meaning ascribed to such term in the XXXX Inventory Sales Agreement.
“Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreement with, any Governmental Authority.
“LC Available Amount” means, as of any time, the sum of the then current aggregate available amount under all Qualified LCs then held by Xxxx pursuant to Section 13.4(b) below and the amount drawn by Xxxx under such Qualified LCs and then held by Xxxx as additional cash collateral as contemplated under Section 13.4(b)(iii); provided that if and for so long as a Letter of Credit ceases to be a Qualified LC, the available amount thereof shall not be included in the LC Available Amount.
“LC Default” means, with respect to a Letter of Credit, the occurrence of any of the following events at any time: (a) the issuer of such Letter of Credit ceases to be an Acceptable Financial Institution; (b) the issuer of the Letter of Credit shall fail to comply with or perform its obligations under such Letter of Credit; (c) the issuer of such Letter of Credit shall disaffirm, disclaim, repudiate or reject, in whole or in part, or challenge the validity of, such Letter of Credit; (d) such Letter of Credit is to expire within twenty (20) Business Days or (e) the issuer of such Letter of Credit becomes Bankrupt.
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NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
“LC Threshold Amount” means, as of any time, the lesser of (i) the then current LC Available Amount and (ii) the sum of LC Threshold Cap and the amount drawn by Xxxx under such Qualified LCs and then held by Xxxx as additional cash collateral as contemplated under Section 13.4(b)(iii).
“LC Threshold Cap” means $[*CONFIDENTIAL*] or such greater amount as Xxxx, in its discretion, may agree to in writing, provided that if any fees are agreed to by the Parties in connection with such greater amount such fees shall be calculated as provided in Schedule CC.
“Letter of Credit” means an irrevocable, transferable standby letter of credit issued by an Acceptable Financial Institution in favor of Xxxx and provided by the Company to Xxxx pursuant to and otherwise satisfying the requirements of Section 13.4(b) below, in a form and in substance satisfactory to Xxxx.
“Level One Fee” means the amount set forth as the “Level One Fee” in the Fee Letter.
“Level Two Fee” means the amount set forth as the “Level Two Fee” in the Fee Letter.
“Liabilities” means any losses, liabilities, charges, damages, deficiencies, assessments, interests, fines, penalties, costs and expenses (collectively, “Costs”) of any kind (including reasonable attorneys’ fees and other fees, court costs and other disbursements), including any Costs directly or indirectly arising out of or related to any suit, proceeding, judgment, settlement or judicial or administrative order and any Costs arising from compliance or non-compliance with Environmental Law.
“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).
“Lien Amount” has the meaning specified in Section 11.1.
“Lion Oil Definitive Commencement Date Value” has the meaning specified in the Lion Oil Inventory Sales Agreement.
“Lion Oil Estimated Commencement Date Value” has the meaning specified in the Lion Oil Inventory Sales Agreement.
“Lion Oil Inventory Sales Agreement” means the inventory sales agreement, dated as of the Commencement Date, between the Company and Xxxx, pursuant to which the Company is selling and transferring to Xxxx a specified portion of the Commencement Date Volumes for a specified percentage of the Commencement Date Purchase Value, free and clear of all liens, claims and encumbrances of any kind other than Permitted Liens.
“Lion-Owned Rail Receipts” mean, for any day, the difference between Total Rail Receipts and the aggregate number of barrels not identified as “LION/XXXX” deliveries on the
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NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
inventory reports from time to time provided by the Company generally in the form set forth on Schedule H.
“Liquidated Amount” has the meaning specified in Section 19.2(f).
“Location Conversion Date” has the meaning specified in Section 2.5(a).
“Long Product FIFO Price” means the price so listed on Schedule B.
“XXXX Definitive Commencement Date Value” has the meaning specified in the XXXX Inventory Sales Agreement.
“XXXX Estimated Commencement Date Value” has the meaning specified in the XXXX Inventory Sales Agreement.
“XXXX Inventory Sales Agreement” means the inventory sales agreement, dated as of the Commencement Date, between XXXX and Xxxx, pursuant to which XXXX is selling and transferring to Xxxx a specified portion of the Commencement Date Volumes for a specified percentage of the Commencement Date Purchase Value, free and clear of all liens, claims and encumbrances of any kind other than Permitted Liens.
“Marketing and Sales Agreement” means the products marketing and sales agreement, dated as of the Commencement Date, between the Company and Xxxx, pursuant to which the Product purchased by Xxxx hereunder shall from time to time be marketed and sold by the Company for Aron’s account, as amended, supplemented, restated or otherwise modified from time to time.
“Material Adverse Change” means a material adverse effect on and/or material adverse change with respect to (i) the business, operations, properties, assets or financial condition of the Guarantor, the Company and its Subsidiaries taken as a whole; (ii) the ability of the Company to fully and timely perform its obligations; (iii) the legality, validity, binding effect or enforceability against the Company of any of the Transaction Documents; or (iv) the rights and remedies available to, or conferred upon, Xxxx hereunder; provided that none of the following changes or effects shall constitute a “Material Adverse Effect”: (1) changes, or effects arising from or relating to changes, of laws, that are not specific to the business or markets in which the Company operates; (2) changes arising from or relating to, or effects of, the transactions contemplated by this Agreement or the taking of any action in accordance with this Agreement; (3) changes, or effects arising from or relating to changes, in economic, political or regulatory conditions generally affecting the U.S. economy as a whole, except to the extent such change or effect has a disproportionate effect on the Company relative to other industry participants; (4) changes, or effects arising from or relating to changes, in financial, banking, or securities markets generally affecting the U.S. economy as a whole, (including (a) any disruption of any of the foregoing markets, (b) any change in currency exchange rates, (c) any decline in the price of any security or any market index and (d) any increased cost of capital or pricing related to any financing), except to the extent such change or effect has a disproportionate effect on the Company relative to other industry participants; and (5) changes arising from or relating to, or effects of, any seasonal fluctuations in the business, except to the extent such change or effect has a disproportionate effect on the Company relative to other industry participants.
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NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
“Measured Crude Quantity” means, for any Delivery Date, the total quantity of Crude Oil that, during such Delivery Date, was withdrawn and lifted by and delivered to the Company at the Crude Delivery Point, as evidenced by meter readings and/or meter tickets for that Delivery Date and tank gaugings conducted at the beginning and end of such Delivery Date.
“Measured Product Quantity” means, for any Delivery Date, the total quantity of a particular Product that, during such Delivery Date, was delivered by the Company to Xxxx at the Products Delivery Point, as evidenced by meter readings and/or meter tickets for that Delivery Date and tank gaugings conducted at the beginning and end of such Delivery Date.
“MLP Party” means Delek MLP or any Subsidiary of Delek MLP that is a party to a Required MLP Arrangement.
“Monthly Cover Costs” has the meaning specified in Section 7.6.
“Monthly Crude Forecast” has the meaning specified in Section 5.2(a).
“Monthly Crude Oil True-Up Amount” has the meaning specified in Schedule C.
“Monthly Crude Payment” has the meaning specified in Section 6.3.
“Monthly Crude Price” means, with respect to the Net Crude Sales Volume for any month, the volume weighted average price per barrel specified in the related Procurement Contracts under which Xxxx acquired or sold such barrels in such month.
“Monthly Crude Procurement Sales Volume” has the meaning specified in Schedule C.
“Monthly Crude Receipts” has the meaning specified in Schedule C.
“Monthly Excluded Transaction Fee” has the meaning specified in Section 7.8.
“Monthly Product Sale Adjustment” has the meaning specified in Section 7.5.
“Monthly Product Sales” means, for any month and Product Group, the aggregate sales volume of such Product sold during such month, pursuant to (a) Included Transactions and Excluded Transactions (each as defined in the Marketing and Sales Agreement) or (b) any Company Purchase Agreements.
“Monthly Product True-Up Amount” has the meaning specified in Schedule C.
“Monthly True-Up Amount” has the meaning specified in Section 10.2(a).
“Monthly True-Up Date” means, for any month, the Business Day on which the Monthly True-Up Amount for the immediately preceding month is due.
“Monthly Working Capital Adjustment” is an amount to be determined pursuant to Schedule L.
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NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
“Moody’s” means Xxxxx’x Investors Service, Inc., including any official successor to Moody’s.
“MTD Performance Report” has the meaning specified in Section 7.3(a).
“Net Crude Sales Volume” has the meaning specified in Section 9.3(a).
“Nomination Month” means the month that occurs two (2) months prior to the Delivery Month.
“Non-Affected Party” has the meaning specified in Section 17.1.
“Non-Defaulting Party” has the meaning specified in Section 19.2(a).
“NSV” means, with respect to any measurement of volume, the total liquid volume, excluding basic sediment and water and free water, corrected for the observed temperature to 60° F.
“Obligations” has the meaning specified in Section 18.2.
“Offsite Crude Storage Tanks” means the tanks owned or used (as such rights may be assigned to Xxxx by the Company) by the Company or XXXX located outside the Refinery that store Crude Oil, as further described on Schedule E-1, E-2 or E-3, as applicable.
“Offsite Product Storage Tanks” means any of the tanks, salt xxxxx or pipelines owned or used (as such rights may be assigned to Xxxx by the Company) by the Company or XXXX located outside the Refinery, that store or transport Products, as further described on Schedule E-1, E-2 or E-3, as applicable.
“Onsite Crude Storage Tanks” means any of the tanks at or adjacent to the Refinery that store Crude Oil, listed on Schedule E-1, E-2 or E-3, as applicable.
“Onsite Product Storage Tanks” means the tanks, salt xxxxx or pipelines located at the Refinery that store or transport Products, listed on Schedule E-1, E-2 or E-3, as applicable.
“Operational Volume Range” means the range of operational volumes for any given set of associated Crude Storage Tanks for each type of Crude Oil and for any given set of associated Product Storage Facilities for each group of Products, between the minimum volume and the maximum volume, as set forth on Schedule X-0, X-0 or D-3, as applicable.
“Original Effective Date” has the “Effective Date” as defined in the Original Agreement.
“Other Barrels” means, with respect to any Delivery Month, any Crude Oil purchased by the Company or XXXX that is not being sold to Xxxx under a Procurement Contract, but is expected to be delivered and transferred to Xxxx at a Crude Intake Point during such Delivery Month.
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NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
“Owned Lien Location” means a Specified Lien Location that is owned and operated by the Company and/or XXXX.
“Party” or “Parties” has the meaning specified in the preamble to this Agreement.
“Per Barrel Adjustment” means the amounts described in Section 7.8 and set forth on Schedule K.
“Permitted Lien(s)” means (a) (i) liens on real estate for real estate taxes, assessments, sewer and water charges and/or other governmental charges and levies not yet delinquent and (ii) liens for taxes, assessments, judgments, governmental charges or levies, or claims not yet delinquent or the non-payment of which is being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been set aside; (b) liens of mechanics, laborers, suppliers, workers and materialmen incurred in the ordinary course of business for sums not yet due or being diligently contested in good faith, if such reserve or appropriate provision, if any, as shall be required by GAAP shall have been made therefore; (c) liens incurred in the ordinary course of business in connection with worker's compensation and unemployment insurance or other types of social security benefits; and (d) liens securing rental, storage, throughput, handling or other fees or charges owing from time to time to eligible carriers, solely to the extent of such fees or charges.
“Person” means an individual, corporation, partnership, limited liability company, joint venture, trust or unincorporated organization, joint stock company or any other private entity or organization, Governmental Authority, court or any other legal entity, whether acting in an individual, fiduciary or other capacity.
“Pipeline Cutoff Date” means, with respect to any Included Crude Pipeline or Included Product Pipeline, the date and time by which a shipper on such Included Crude Pipeline or Included Product Pipeline, as applicable, is required to provide its nominations to the entity that schedules and tracks Crude Oil and Products in such Included Crude Pipeline or Included Product Pipeline, as applicable for the next shipment period for which nominations are then due.
“Pipeline System” means the Included Crude Pipelines and Included Product Pipelines.
“Pricing Benchmark” means, with respect to a particular grade of Crude Oil or type of Product, the pricing index, formula or benchmark indicated on Schedule B.
“Pricing Group” means any of the refined petroleum product groups listed as a pricing group on Schedule P.
“Procurement Contract” means any procurement contract entered into by Xxxx for the purchase or sale of Crude Oil to be processed at the Refinery or sold, which may be either a contract with any seller or purchaser of Crude Oil (other than the Company or an Affiliate of the Company) or a contract with the Company (or such other contract as the Parties may deem to be a Procurement Contract for purposes hereof); provided that a Procurement Contract involving an exchange of one grade or location of Crude Oil for another grade and/or location of Crude Oil shall consist of two related contracts, one of which shall provide for the purchase of Crude Oil by Xxxx from a seller (which may be a third party, the Company or an Affiliate of the Company)
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NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
and the other of which shall provide for the exchange by Xxxx with a party (which may or may not be the seller under the first contract) for Crude Oil of a different grade and/or at a different location, and which may or may not be of an equal quantity of Crude Oil (collectively, an “Exchange Procurement Contract”).
“Procurement Contract Assignment” means an instrument, in form and substance reasonably satisfactory to Xxxx, by which XXXX assigns to Xxxx all rights and obligations under a contract between a third party seller and XXXX and Xxxx assumes such rights and obligations thereunder, subject to terms satisfactory to Xxxx providing for the automatic reassignment thereof to XXXX in connection with the termination of this Agreement, with the result that such contract becomes a Procurement Contract hereunder.
“Product” means any of the refined petroleum products listed on Schedule P, as from time to time amended by mutual agreement of the Parties.
“Product Group” means a group of Products as specified on Schedule P.
“Product Linefill” means, at any time and for any grade of Product, the aggregate volume of linefill of that Product on the Included Product Pipelines for which Xxxx is treated as the exclusive owner by the Included Product Pipelines; provided that such volume shall be determined by using the volumes reported on the monthly or daily statements, as applicable, from the Included Product Pipelines.
“Product Purchase Agreements” has the meaning specified in the Marketing and Sales Agreement.
“Product Storage Facilities” means, collectively, the Product Storage Tanks, the Included Product Pipelines and the Included Third Party Product Storage Tanks.
“Product Storage Tanks” means any of the Onsite Product Storage Tanks or Offsite Product Storage Tanks.
“Products Delivery Point” means the inlet flange of the Onsite Product Storage Tanks.
“Products Offtake Point” means the delivery point at which Xxxx transfers title to Products in accordance with sales transactions executed pursuant to the Marketing and Sales Agreement.
“Projected Monthly Run Volume” has the meaning specified in Section 7.2(a).
“Qualified LC” means a Letter of Credit as to which no LC Default has occurred and is continuing.
“Reduced Fee Barrels” has the meaning specified in Section 6.4(b).
“Refinery” means the petroleum refinery located in El Dorado, Arkansas owned and operated by the Company.
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NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
“Refinery Facilities” means all the facilities owned and operated by the Company located at the Refinery, and any associated or adjacent facility that is used by the Company to carry out the terms of this Agreement, excluding, however, the Crude Oil receiving and Products delivery facilities, pipelines, tanks and associated facilities owned and operated by the Company which constitute the Storage Facilities.
“Refinery Procurement Contract” means a procurement contract entered into by the Company with any third party seller for the purchase by the Company of Crude Oil, which Crude Oil may be resold by the Company to Xxxx under an Xxxx Procurement Contract or delivered as Other Barrels.
“Regulatory Event” has the meaning specified in Section 9.6.
“Regulatory Event Notice” has the meaning specified in Section 9.6.
“Remaining Annual Fee” means an amount equal to the aggregate Annual Fee that would have become due for the period commencing on the date on which this Agreement is terminated under Section 19.2 below and ending on the Expiration Date.
“Required MLP Arrangements” means the Required Storage and Transportation Arrangements entered into with Delek MLP, including, but not limited to, the following agreements: (i) that certain Pipelines and Storage Facilities Agreement, dated as of November 7, 2012, among Delek MLP, SALA Gathering Systems, LLC (“Sala”), El Dorado Pipeline Company, LLC (“El Dorado”) and Magnolia Pipeline Company, LLC (“Magnolia”), the Company and Xxxx; (ii) that certain Terminalling Services Agreement (Memphis Terminal), dated as of November 7, 2012, among Delek MLP, Delek Logistics Operating, LLC (“Delek Operating”), the Company and Xxxx; (iii) that certain Products Transportation Agreement, dated as of October 24, 2013, among the Company, El Dorado and Xxxx; (iv) that certain Terminalling Services Agreement, dated as of October 24, 2013, between the Company, Delek MLP and Xxxx; and (v) that certain Throughput and Tankage Agreement (El Dorado Terminal and Tankage), dated as of February 10, 2014, between the Company, Delek Operating and Xxxx.
“Required Storage and Transportation Arrangements” mean such designations and other binding contractual arrangements, in form and substance satisfactory to Xxxx, pursuant to which the Company or XXXX, as applicable, shall have provided Xxxx with full and unimpaired right to the Company’s or XXXX’x (or their Affiliates’), as applicable, rights to use the Included Crude Pipelines, Included Product Pipelines, Crude Storage Tanks, Product Storage Tanks and Included Third Party Storage Tanks.
“S&P” means Standard & Poor’s Rating Services Group, a division of The XxXxxx-Xxxx Companies, Inc., including any official successor to S&P.
“Second Adjustment Date” means May 1, 2017.
“Second Restatement Effective Date” has the meaning specified in the introductory paragraph hereof.
“Settlement Amount” has the meaning specified in Section 19.2(b).
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NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
“Specified Indebtedness” means any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money.
“Specified Lien Location” means the storage tanks and pipelines identified on Schedules E, V and W hereto as “lien locations” and further identified as: (i) an Owned Lien Location, (ii) a Third Party Lien Location (other than a Third Party Common Carrier Location) for which a bailee’s letter has been delivered and is in effect or (iii) a Third Party Common Carrier Location.
“Specified Transaction” means (a) any transaction (including an agreement with respect thereto) now existing or hereafter entered into between Xxxx (or any of its Designated Affiliates) and either Company Party (and any of its Designated Affiliates) (i) which is a rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity option, commodity spot transaction, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, weather swap, weather derivative, weather option, credit protection transaction, credit swap, credit default swap, credit default option, total return swap, credit spread transaction, repurchase transaction, reverse repurchase transaction, buy/sell-back transaction, securities lending transaction, or forward purchase or sale of a security, commodity or other financial instrument or interest (including any option with respect to any of these transactions), including any supply and/or offtake transaction relating to any refining operations of any Designated Affiliate of the Company Parties or (ii) which is a type of transaction that is similar to any transaction referred to in clause (i) that is currently, or in the future becomes, recurrently entered into the financial markets (including terms and conditions incorporated by reference in such agreement) and that is a forward, swap, future, option or other derivative on one or more rates, currencies, commodities, equity securities or other equity instruments, debt securities or other debt instruments, or economic indices or measures of economic risk or value, (b) any combination of these transactions and (c) any other transaction identified as a Specified Transaction in this agreement or the relevant confirmation.
“Step-Out Inventory Sales Agreement” means the purchase and sale agreement, substantially in the form of Schedule R hereto, to be dated as of the Termination Date, pursuant to which the Company shall buy Crude Oil and Products from Xxxx subject to the provisions of this Agreement and any other terms agreed to by the parties thereto.
“Stock Purchase Agreement” means the stock purchase agreement, among Ergon, Inc., the Company and the Guarantor, dated as of March 17, 2011, as from time to time amended, pursuant to which the Guarantor acquired 4,450,000 shares of the Company’s common stock from Ergon, Inc.
“Storage Facilities” mean the storage, loading and offloading facilities owned, operated, leased or used pursuant to a contractual right of use by the Company, XXXX or any other subsidiary of the Company including the Crude Storage Tanks, the Product Storage Tanks, any pipelines owned or operated by the Company or its subsidiaries, and the land, piping, marine facilities, truck facilities and other facilities related thereto, together with existing or future modifications or additions, which are excluded from the definition of Refinery or Refinery Facilities. In addition, the term “Storage Facilities” includes any location where a storage
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NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
facility is used by the Company or XXXX to store or throughput Crude Oil or Products except those storage, loading and offloading facilities owned, operated, leased or used pursuant to a contractual right of use by the Company or XXXX which are used exclusively to store Excluded Materials.
“Storage Facilities Agreement” means the storage facilities agreement, dated as of the Commencement Date, among the Company, XXXX, El Dorado, Magnolia and Xxxx, pursuant to which the Company, XXXX, El Dorado and Magnolia shall grant to Xxxx an exclusive right to use the Storage Facilities in connection with this Agreement, as amended, supplemented, restated or otherwise modified from time to time.
“Subsidiary” as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Company.
“Supplier’s Inspector” means any Person selected by Xxxx in a commercially reasonable manner at Aron’s own cost and expense that is acting as an agent for Xxxx or that (1) is a licensed Person who performs sampling, quality analysis and quantity determination of the Crude Oil and Products purchased and sold hereunder, (2) is not an Affiliate of any Party and (3) in the reasonable judgment of Xxxx, is qualified and reputed to perform its services in accordance with Applicable Law and industry practice, to perform any and all inspections required by Xxxx.
“Tank Maintenance” has the meaning specified in Section 9.5.
“Target Month End Crude Volume” has the meaning specified in Section 7.2(b).
“Target Month End Product Volume” has the meaning specified in Section 7.3(b).
“Tax” or “Taxes” has the meaning specified in Section 15.1.
“Term” has the meaning specified in Section 3.1.
“Termination Amount” means, without duplication, the total net amount owed by one Party to the other Party upon termination of this Agreement under Section 20.2(a).
“Termination Date” has the meaning specified in Section 20.1.
“Termination Date Purchase Value” means, with respect to the Termination Date Volumes, initially the Estimated Termination Amount until the Definitive Termination Date Value has been determined and thereafter the Definitive Termination Date Value (as such terms are defined in the form of the Step-Out Inventory Sales Agreement attached hereto as Schedule R).
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“Termination Date Volumes” has the meaning specified in Section 20.1(d).
“Termination Holdback Amount” has the meaning specified in Section 20.2(b).
“Third Party Common Carrier Location” means a Specified Lien Location that is owned and operated by an entity that is not an Affiliate of the Company Parties and is either a common carrier pipeline or a multi-user storage terminal.
“Third Party Lien Location” means a Specified Lien Location that is not an Owned Lien Location; provided that such location (except for Third Party Common Carrier Locations) shall only constitute a Third Party Lien Location if a “bailee’s letter” as contemplated by Section 18.2(r) is in effect with respect thereto.
“Third Party Supplier” means any seller of Crude Oil under a Procurement Contract including any counterparty to any exchange agreement that is a component of a Procurement Contract (other than XXXX, the Company or any other Affiliate of the Company).
“Total Rail Receipts” mean, for any day, the aggregate quantity of Crude Oil offloaded during such day at any railcar unloading facility adjacent to the Refinery, as measured by the crude flow through any rail crude meter identified on the inventory report from time to time provided by the Company generally in the form set forth on Schedule H.
“Transaction Document” means any of this Agreement, the Marketing and Sales Agreement, the Inventory Sales Agreements, the Storage Facilities Agreement, the Step-Out Inventory Sales Agreements, the Required Storage and Transportation Arrangements, the Consignment Letter Agreement, the Specified Inventory Sales Agreement and any other agreement or instrument contemplated hereby or executed in connection herewith, in each case as amended, supplemented, restated or otherwise modified from time to time.
“UCC” means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or the Uniform Commercial code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of collateral.
“Volume Cap for Reduced Crude Fee” means, for any month, fifteen thousand (15,000) Barrels per day multiplied by the number of calendar days in such month.
“Volume Cap for Waived Crude Fee” means, for any month, fifteen thousand (15,000) Barrels per day multiplied by the number of calendar days in such month.
“Volume Determination Procedures” mean the Company’s ordinary month-end procedures for determining the NSV of Crude Oil in the Crude Storage Tanks or Products in the Product Storage Tanks, which for each quarter-end shall be based on manual gauge readings of each Crude Storage Tank or Product Storage Tank as at the end of such quarter.
“Waived Fee Barrels” has the meaning specified in Section 6.4(d).
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1.2 Construction of Agreement.
(a)Unless otherwise specified, reference to, and the definition of any document (including this Agreement) shall be deemed a reference to such document as may be, amended, supplemented, revised or modified from time to time.
(b)Unless otherwise specified, all references to an “Article,” “Section,” or Schedule” are to an Article or Section hereof or a Schedule attached hereto.
(c)All headings herein are intended solely for convenience of reference and shall not affect the meaning or interpretation of the provisions of this Agreement.
(d)Unless expressly provided otherwise, the word “including” as used herein does not limit the preceding words or terms and shall be read to be followed by the words “without limitation” or words having similar import.
(e)Unless expressly provided otherwise, all references to days, weeks, months and quarters mean calendar days, weeks, months and quarters, respectively.
(f)Unless expressly provided otherwise, references herein to “consent” mean the prior written consent of the Party at issue, which shall not be unreasonably withheld, delayed or conditioned.
(g)A reference to any Party to this Agreement or another agreement or document includes the Party’s permitted successors and assigns.
(h)Unless the contrary clearly appears from the context, for purposes of this Agreement, the singular number includes the plural number and vice versa; and each gender includes the other gender.
(i)Except where specifically stated otherwise, any reference to any Applicable Law or agreement shall be a reference to the same as amended, supplemented or re-enacted from time to time.
(j)Unless otherwise expressly stated herein, any reference to “volume” shall be deemed to refer to actual NSV, unless such volume has not been yet been determined, in which case, volume shall be an estimated net volume determined in accordance with the terms hereof.
(k)The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.
1.3 The Parties acknowledge that they and their counsel have reviewed and revised this Agreement and that no presumption of contract interpretation or construction shall apply to the advantage or disadvantage of the drafter of this Agreement.
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ARTICLE 2
CONDITIONS TO COMMENCEMENT
2.1 Conditions to Obligations of Xxxx. The obligations of Xxxx contemplated by this Agreement shall be subject to satisfaction by the Company of the following conditions precedent on and as of the Commencement Date:
(a)The Inventory Sales Agreements shall have been duly executed and delivered by the Company and XXXX, as applicable, and, pursuant thereto, the Company and XXXX shall have transferred to Xxxx on the Commencement Date, all their respective right, title and interest in and to the Commencement Date Volumes, free and clear of all liens, other than Permitted Liens;
(b)The Parties shall have agreed to the form and substance of the Step-Out Inventory Sales Agreement (which form is attached hereto as Schedule R);
(c)The Guarantee shall have been duly executed and delivered to Xxxx in a form and in substance satisfactory to Xxxx;
(d)The Stock Purchase Agreement shall have been duly executed and the “Closing” contemplated thereunder shall have occurred;
(e)The Guarantor shall have duly executed the Fee Letter;
(f)Xxxx shall have confirmed to its satisfaction that, as of the Commencement Date, each of the Existing Financing Agreements contains provisions that (i) recognize the respective rights and obligations of the Parties under this Agreement and the other Transaction Documents, (ii) confirm that this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby do not and will not conflict with or violate any terms and conditions of such Existing Financing Agreement and (iii) recognize that Xxxx is the owner of Crude Oil and Products to the extent contemplated hereby and by the other Transaction Documents, free and clear of any liens of any lender or other creditor that is party to such Existing Financing Agreement, other than Permitted Liens;
(g)Xxxx shall have received final approvals from relevant internal committees;
(h)To the extent deemed necessary or appropriate by Xxxx, acknowledgements and/or releases (including without limitation, amendments or termination of UCC financing statements), in form and substance satisfactory to Xxxx, shall have been duly executed by lenders or other creditors that are party to Existing Financing Agreements, confirming the release of any lien in favor of such lender or other creditor that might apply to or be deemed to apply to any Crude Oil and/or Products of which Xxxx is the owner as contemplated by this Agreement and the other Transaction Documents and agreeing to provide Xxxx with such further documentation as it may reasonably request in order to confirm the foregoing;
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(i)The Company shall have duly executed and delivered the Storage Facilities Agreement, as set forth on Schedule AA hereto, and provided Xxxx satisfactory documentation that it or its Affiliate has secured, for the benefit of Xxxx, full, unencumbered storage and usage rights of the Crude Storage Tanks and the Product Storage Tanks;
(j)The Required Storage and Transportation Arrangements shall have been duly executed by the Company (and its Affiliates, if appropriate) and all third parties thereto;
(k)The Company shall have duly executed and delivered the Marketing and Sales Agreement, as set forth on Schedule X hereto;
(l)The Company shall have delivered to Xxxx a certificate signed by the principal executive officer of the Company certifying as to incumbency, board approval and resolutions, other matters;
(m)The Company shall have delivered to Xxxx an opinion of counsel, in form and substance satisfactory to Xxxx, covering such matters as Xxxx shall reasonably request, including: good standing; existence and due qualification; power and authority; due authorization and execution; enforceability of the Transaction Documents and the Guarantee; no conflicts including with respect to the Existing Financing Agreements and the Stock Purchase Agreement;
(n)No action or proceeding shall have been instituted nor shall any action by a Governmental Authority be threatened, nor shall any order, judgment or decree have been issued or proposed to be issued by any Governmental Authority as of the Commencement Date to set aside, restrain, enjoin or prevent the transactions and performance of the obligations contemplated by this Agreement;
(o)There must not have been any event or series of events which has had or would reasonably be expected to have a Material Adverse Effect (as defined under the Stock Purchase Agreement);
(p)The Company shall have delivered to Xxxx insurance certificates evidencing the effectiveness of the insurance policies set forth on Schedule F (as attached to the Original Agreement) or, in the alternative, provided Xxxx with reasonable evidence that it has otherwise complied with Article 16 below, together with a further undertaking to deliver such insurance certificates to Xxxx promptly after the Commencement Date;
(q)The Company shall have complied in all material respects with all covenants and agreements hereunder that it is required to comply with on or before the Commencement Date;
(r)All representations and warranties of the Company and its Affiliates contained in the Transaction Documents shall be true and correct in all material respects on and as of the Commencement Date; and
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(s)The Company shall have delivered to Xxxx such other certificates, documents and instruments as may be reasonably necessary to consummate the transactions contemplated herein, including UCC-1 financing statements reflecting Xxxx as owner of all Crude Oil in the Crude Storage Tanks and all Products in the Product Storage Tanks on and as of the Commencement Date.
2.2 Conditions to Obligations of the Company. The obligations of the Company contemplated by this Agreement shall be subject to satisfaction by Xxxx of the following conditions precedent on and as of the Commencement Date:
(a)Xxxx shall have duly executed and delivered the Inventory Sales Agreements, as set forth on Schedules Y and Z, and Xxxx shall have paid the respective portions of the Commencement Date Purchase Value to the Company and XXXX that are due on the Commencement Date;
(b)Xxxx shall have duly executed and delivered the Storage Facilities Agreement, as set forth on Schedule AA;
(c)Xxxx shall have duly executed and delivered the Marketing and Sales Agreement, as set forth on Schedule X;
(d)The Parties shall have agreed to the pricing method to be used and the form and substance of the Step-Out Inventory Sales Agreement (which form is attached hereto as Schedule R);
(e)Xxxx shall have duly executed the Fee Letter;
(f)All representations and warranties of Xxxx contained in the Transaction Documents shall be true and correct in all material respects on and as of the Commencement Date;
(g)Xxxx shall have complied in all material respects with all covenants and agreements hereunder that it is required to comply with on or before the Commencement Date; and
(h)Xxxx shall have delivered to the Company such other certificates, documents and instruments as may be reasonably necessary to consummate the transactions contemplated herein;
(i)The Stock Purchase Agreement shall have been duly executed and the “Closing” contemplated thereunder shall have occurred, and the transactions (other than the transactions contemplated hereby) necessary for the financing of the consummation by the Company and its Affiliates of the transactions contemplated by the Stock Purchase Agreement shall have been consummated; and
(j)Xxxx shall have delivered satisfactory evidence of its federal form 637 license and any applicable reseller sales tax exemption certificate(s).
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2.3 Status of Certain Conditions and Other Provisions. The Parties acknowledge that the Commencement Date occurred on April 29, 2011 (the “Commencement Date”) under the Original Agreement and that, on and as of such date, various conditions were satisfied and other provisions complied with as contemplated under the Original Agreement, including without limitation the conditions set forth in Sections 2.1 and 2.2 and the determinations, transfer and payments contemplated under Article 4. The retention of the foregoing provisions in this Agreement shall not be deemed to imply that any of such conditions or other provisions were not satisfied or complied with on and as of the Commencement Date, and any defined terms used in Sections 2.1 and 2.2 shall be defined solely for purposes of Sections 2.1 and 2.2 as such terms were defined as of the Commencement Date. Such provisions have been retained for good order’s sake and to provide a convenient record thereof.
2.4 Additional Conditions relating to Second Amended and Restated Supply and Offtake Agreement. In connection with the execution by the Parties of the amendment and restatement of this Agreement on the Second Restatement Effective Date:
(a)The Parties have entered into an amended and restated Fee Letter dated the Second Restatement Effective Date.
(b)The Company and XXXX have provided to Xxxx confirmation, in form and substance satisfactory to Xxxx, that the Guarantee and all other Transaction Documents remains in full force and effect;
(c)The Parties have prepared and appended hereto a full amended and restated set of Schedules and Exhibits;
(d)To the extent required by Xxxx, updated and amended UCC filings shall have been made;
(e)The Company Parties shall have provided certified board resolutions authoring the amendment and restated contemplated hereby and transactions subject hereto and to the other Transaction Documents; and
(f)Xxxx shall have received an opinion, in form and substance satisfactory to Xxxx, from outside counsel to the Company and its Subsidiaries, dated as of the date hereof, to the effect that this Agreement (as amended and restated on the Second Restatement Effective Date) and the other Transaction Documents do not conflict with any Existing Financing Agreements.
2.5 Additional Terms and Conditions relating to the Conversion of certain Included Locations to Specified Lien Locations. The initial locations that are to be Specified Lien Locations hereunder are subject to the following terms and conditions:
(a)On and as of March 1, 2017 (the “Location Conversion Date”), as indicated on Schedule E, V or W, the Included Locations identified on such schedules shall cease to be Included Locations and, subject to satisfaction of the conditions hereunder, shall be converted to Specified Lien Locations;
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(b)The Parties shall enter into a purchase and sale agreement, dated as of the Location Conversion Date, pursuant to which the Company and XXXX shall purchase from Xxxx all Crude Oil and Products located at the Specified Lien Locations subject to the terms and conditions thereof (the “Specified Inventory Sales Agreement”); provided that payment of the estimated and definitive amounts payable thereunder shall be effected by adjustments to the Interim Payments under Section 10.1 hereof and the Monthly True-up Amount under Section 10.2 and, as provided in Section 11.2(c), with respect to Product Groups remaining as of the Location Conversion Date, the portion of such payments related thereto shall be equal to portions of the Estimated Initial Lien Amount and Initial Lien Amount for such Product Groups;
(c)For each Specified Lien Location that is a Third Party Lien Location, on and effective as of the Location Conversion Date, the Company and XXXX shall provide to Xxxx a duly executed “bailee’s letter” as contemplated by Section 18.2(r), except for Third Party Common Carrier Locations. As provided in clause (ii) of the definition of Specified Lien Location, a Third Party Lien Location (except for a Third Party Common Carrier Location) shall be counted as a Specified Lien Locations for purposes hereof only if a bailee’s letter for such location has been delivered to Xxxx and is in effect;
(d)Following the Location Conversion Date, the Parties may from time to time, by amending the appropriate schedule hereto, add a new Specified Lien Location, convert an Included Location to a Specified Lien Location or delete a location so that it ceases to be a Specified Lien Location.
2.6 Additional Terms and Conditions relating to the Contemplated Merger Transaction. If the Contemplated Merger Transaction is consummated, then:
(a)No later than 15 Business Days after the “Closing Date” as defined in the Merger Agreement, the Company Parties will cause Delek Holdco to provide a guarantee to Xxxx which shall be in form and substance equivalent to the Guarantee previously provided by Guarantor, which guarantee shall replace and supersede the Guarantee and, in connection therewith, the Parties hereto shall execute an amendment or such other documentation as Xxxx xxxxx necessary or appropriate so that the definition of Guarantor hereunder shall refer to Delek Holdco (which may adopt the same name as currently used by the original Guarantor hereunder) and the definition of Guarantee shall refer to such new guarantee provided by Delek Holdco;
(b)No later than 15 Business Days after the “Closing Date” as defined in the Merger Agreement, the Company Parties will cause Delek Holdco to provide guarantees to Xxxx, each in form and substance equivalent to the guarantee being provided under clause (a) above, under which Delek Holdco shall guarantee the obligations of each Alon Entity under the supply and offtake agreement and related documentation in effect between Xxxx and each such Alon Entity; provided that, concurrently with the delivery to Xxxx of such guaranty, (i) Xxxx shall return and cancel any existing guaranty provided by Alon USA Energy, Inc. (“Alon USA”) with respect to such supply and offtake agreement, (ii) if such supply and offtake agreement requires any financial reporting with respect to Alon USA, Xxxx will execute an amendment with the relevant Alon Entity
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changing such requirement to financial reporting with respect to Delek Holdco and (iii) if such supply and offtake agreement requires any financial reporting with respect to the relevant Alon Entity, Xxxx will execute an amendment with such Alon Entity modifying such requirements to permit such entity-level financial reporting to be satisfied with such entity-level period reports as are available following consummation of the Contemplated Merger Transaction but such modification shall not limit the relevant Alon Entity’s obligation to provide financial reports for all periods as currently contemplated under such agreement; and
(c)If as a result (and solely as a result) of the consummation of the Contemplated Merger Transaction, any indebtedness of the Alon Entities is accelerated and promptly (but no later than 30 Business Days) after such acceleration, all such indebtedness and other amounts due with respect thereto have been paid and fully discharged by the Alon Entities or on their behalf by the Guarantor or such event has otherwise been fully cured, then no Event of Default shall occur or be deemed to occur under clause (1) of Section 19.1(e) or Section 19.1(j) as a result of such acceleration; provided that the Companies Parties shall promptly provide evidence reasonably satisfactory to Xxxx confirming such payment and discharge or cure.
2.7 Additional Delivery Obligations Post-Second Restatement Effective Date. No later than 45 days after the Second Restatement Effective Date, the Company Parties have delivered to Xxxx amendments and restatements of the Company Acknowledgement Agreement and the MLP Acknowledgement Agreement referred to in Section 18.2(k) below, each duly executed by all parties thereto, reflecting such updated references and further amendments and modifications as Xxxx shall have reasonably requested.
ARTICLE 3
TERM OF AGREEMENT
3.1 Term. The Original Agreement became effective on the Original Effective Date with the Commencement Date (as acknowledged above) occurring on April 29, 2011 and the First Restated Agreement constituted a continuation thereof. This Agreement constitutes a continuation of the term of the Original Agreement and the First Restated Agreement under the amended and restated terms hereof and, subject to Section 3.2, the term of this Agreement shall continue for a period ending at 11:59:59 p.m., CPT on April 30, 2020 (the “Term”; the last day of such Term being herein referred to as the “Expiration Date”).
3.2 Early Termination. The Parties may mutually agree in writing to terminate this Agreement prior to the Expiration Date (but are under no obligation to do so). If any early termination is agreed to by the Parties, the effective date of such termination shall be the “Early Termination Date” hereunder.
3.3 Applicability of Schedules B, C, D, E and V. For all purposes of this Agreement and any other Transaction Document, (i) with respect to the period from the Second Restatement Effective Date to the Second Adjustment Date, Schedule B shall mean Schedule B-2 hereto, Schedule C shall mean Schedule C-2, Schedule D shall mean Schedule D-2 hereto, Schedule CC
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shall mean Schedule CC-2 and Schedule GG shall mean Schedule GG-2 and with respect to the period from and after the Second Adjustment Date, Schedule B shall mean Schedule B-3 hereto, Schedule C shall mean Schedule C-3, Schedule D shall mean Schedule D-3 hereto, Schedule CC shall mean Schedule CC-3 and Schedule GG shall mean Schedule GG-3 and (ii) with respect to the period prior to the Location Conversion Date, Schedule E shall mean Schedule E-2 and Schedule V shall mean Schedule V-2 and with respect to the period from and after the Location Conversion Date, Schedule E shall mean Schedule E-3 and Schedule V shall mean Schedule V-3.
3.4 Obligations upon Termination. In connection with the termination of the Agreement on the Expiration Date or the Early Termination Date, the Parties shall perform their obligations relating to termination pursuant to Article 20.
ARTICLE 4
COMMENCEMENT DATE TRANSFER
4.1 Transfer and Payment on the Commencement Date. The Commencement Date Volumes shall be sold and transferred and payment of the Estimated Commencement Date Value made as provided in the Inventory Sales Agreements.
4.2 Post-Commencement Date Reconciliation and True-Up. Determination and payment of the Definitive Commencement Date Value shall be made as provided in the Inventory Sales Agreements.
ARTICLE 5
PURCHASE AND SALE OF CRUDE OIL
5.1 Sale of Crude Oil. On and after the Initial Delivery Date through the end of the Term, and subject to (a) Aron’s ability to procure Crude Oil in accordance with the terms hereof, (b) its receipt of Crude Oil under Procurement Contracts and (c) the Company’s maintenance of the Base Agreements and Required Storage and Transportation Arrangements and compliance with the terms and conditions hereof, Xxxx will endeavor, in a commercially reasonable manner, to enter into Procurement Contracts that will accommodate, in the aggregate, monthly deliveries of Crude Oil up to one hundred thousand (100,000) Barrels per day and the Company agrees to purchase and receive from Xxxx all such Crude Oil as provided herein and subject to the terms and conditions hereof. Xxxx shall, in accordance with the terms and conditions hereof, be the exclusive owner of Crude Oil in the Crude Storage Tanks.
5.2 Monthly Forecasts and Projections.
(a)Before the Contract Cutoff Date in any Nomination Month, the Company shall provide Xxxx with a written forecast of the Refinery’s anticipated Crude Oil requirements for the related Delivery Month (each, a “Monthly Crude Forecast”).
(b)[Reserved.]
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(c)The Company shall promptly notify Xxxx in writing upon learning of any material change in any Monthly Crude Forecast or if it is necessary to delay any previously scheduled pipeline nominations.
(d)The Parties acknowledge that the Company is solely responsible for providing the Monthly Crude Forecast and for making any adjustments thereto, and the Company agrees that all such forecasts and projections shall be prepared in good faith, with due regard to all available and reliable historical information and the Company’s then-current business prospects, and in accordance with such standards of care as are generally applicable in the U.S. oil refining industry. The Company acknowledges and agrees that (i) Xxxx shall be entitled to rely and act upon all such forecasts and projections and shall not be deemed in breach hereof to the extent any such breach or alleged breach is attributable to its having acted or relied thereon, and (ii) Xxxx shall not have any responsibility to make any investigation into the facts or matters stated in such forecasts or projections.
5.3 Procurement of Crude Oil.
(a)As of the Commencement Date, Procurement Contracts shall consist of (i) such Procurement Contracts as XXXX and Xxxx may have entered into and (ii) such Procurement Contracts with certain Third Party Suppliers as shall have been novated from XXXX to Xxxx, in each case providing for the purchase of Crude Oil to be processed at the Refinery for April or May 2011. In connection with such novated Procurement Contracts, the parties acknowledge that, concurrently with the effectiveness of such novations, Xxxx and XXXX entered into transactions identical to the novated Procurement Contracts (the “Back-to-Back Contracts”), except with Xxxx as seller thereunder and certain other modifications as specified in a letter agreement between Xxxx and XXXX, dated April 27, 2011. The parties further acknowledge and agree that, as a result of such novated Procurement Contracts, the Back-to-Back Contracts and the terms of the XXXX Inventory Sales Agreement, (i) from and after the effectiveness of such novations to the Inventory Measurement Time under the XXXX Inventory Sales Agreement, all Crude Oil delivered under the novated Procurement Contracts and the Back-to-Back Contracts shall have been or shall be transferred from the relevant Third Party Supplier to Xxxx and then from Xxxx to XXXX and (ii) from and after the Inventory Transfer Time under the XXXX Inventory Sales Agreement to the Inventory Measurement Time under the XXXX Inventory Sales Agreement, all such Crude Oil that is held or received at any of the Inventory Transfer Locations shall be transferred by XXXX to Xxxx under and in accordance with the terms of the XXXX Inventory Sales Agreement.
(b)From time to time during the Term of this Agreement, the Company may propose that an additional Procurement Contract be entered into, including any such additional Procurement Contract as may be entered into in connection with the expiration of an outstanding Procurement Contract. If the Parties mutually agree to seek additional Procurement Contracts, then the Company shall endeavor to identify quantities of Crude Oil that may be acquired on a spot or term basis from one or more Third Party Suppliers. The Company may negotiate with any such Third Party Supplier regarding the price and other terms of such potential additional Procurement Contract. The Company shall have
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no authority to bind Xxxx to, or enter into on Aron’s behalf, any additional Procurement Contract or Procurement Contract Assignment, and the Company shall not represent to any third party that it has such authority. If the Company has negotiated an offer from a Third Party Supplier for an additional Procurement Contract (and if relevant, Procurement Contract Assignment) that the Company wishes to be executed, the Company shall apprise Xxxx in writing using the applicable trade ticket included in Schedule Q (the “Crude Procurement Request”) (which may be via email) of the terms of such offer, Xxxx shall promptly determine and advise the Company as to whether Xxxx consent to accept such offer. If Xxxx indicates its consent to accept such offer, then Xxxx shall promptly endeavor to formally communicate its acceptance of such offer to the Company and such Third Party Supplier so that the Third Party Supplier and Xxxx may enter into a binding additional Procurement Contract (and if relevant, Procurement Contract Assignment) provided that any additional Procurement Contract (and, if relevant, related Procurement Contract Assignment) shall require Aron’s express agreement and Xxxx shall not have any liability under or in connection with this Agreement if for any reason it, acting in good faith, does not agree to any proposed additional Procurement Contract or related Procurement Contract Assignment.
(c)If the Company determines, in its reasonable judgment, that it is commercially beneficial for the Refinery to run a particular grade and/or volume of Crude Oil that is available from a Third Party Supplier that is not a counterparty with which Xxxx is then prepared to enter into a contract, then the Company may execute a Refinery Procurement Contract to acquire such Crude Oil for the Company’s account and, unless an Xxxx Procurement Contract is executed with respect thereto pursuant to Section 5.3(g), such Crude Oil if delivered to a Crude Intake Point shall constitute Other Barrels.
(d)Title for each quantity of Crude Oil to be delivered into a Crude Storage Tank shall pass to Xxxx, (i) if delivered under a Procurement Contract with a Third Party Supplier, from such Third Party Supplier as provided in the relevant Procurement Contract, (ii) if delivered under a Procurement Contract with the Company or XXXX, from the Company or XXXX as provided in the relevant Procurement Contract and (iii) if not delivered under a Procurement Contract (and whether such delivery is via an Included Crude Pipeline or another crude pipeline), from the Company as the Crude Oil passes the Crude Intake Point.
(e)For each quantity of Crude Oil to be delivered directly into a Specified Lien Location, (i) if delivery occurs under a Procurement Contract with a Third Party Supplier, title shall pass on a simultaneous flash title basis so that, at the relevant delivery point under such Procurement Contract, at the moment in time when title and risk of loss to any quantity is transferred by a Third Party Supplier to Xxxx under such Procurement Contract, title and risk of loss to that same quantity will be transferred from Xxxx to the Company, (ii) if delivery occurs under a Procurement Contract with the Company or XXXX, title shall pass on a simultaneous flash title basis so that, at the relevant delivery point under such Procurement Contract, at the moment in time when title and risk of loss to any quantity is transferred by the Company or XXXX to Xxxx under such Procurement Contract, title and risk of loss to that same quantity will be transferred from Xxxx to the
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Company and (iii) if such Crude Oil consists of Other Barrels, then title and risk of loss shall either pass at the relevant point at which delivery is made by XXXX to the Company if XXXX is delivering such Crude Oil or continue to be held by the Company if the Company is delivering such Crude Oil.
(f)The Parties acknowledge that the consideration due from Xxxx to the Company for any Crude Oil that is not delivered under a Procurement Contract will be reflected in the Monthly True-Up Amounts determined following delivery and in accordance with Schedule C.
(g)No later than the fifth (5th) Business Day of the month preceding a Delivery Month, the Company shall inform Xxxx whether the Company has purchased or intends to purchase any Crude Oil that is being procured under a Refinery Procurement Contract for delivery during such Delivery Month (“Refinery Procured Barrels”). In connection with each such quantity of Refinery Procured Barrels, the Company may provide to Xxxx a trade ticket stating the quantity, grade and delivery terms of such Refinery Procured Barrels expected to be delivered to an Included Location or Specified Lien Location during such Delivery Month and, provided no Default (of which Xxxx has provided notice to the Company) or Event of Default with respect to the Company has occurred and is then continuing, the Company and Xxxx shall enter into an Xxxx Procurement Contract under which Xxxx shall purchase such quantity from the Company and title shall pass as provided in Section 5.3(d) or (e) above as applicable and Xxxx shall promptly provide to the Company a written confirmation of such Xxxx Procurement Contract. If any change occurs in the quantity, grade or delivery terms of the Refinery Procured Barrels that the Company expects to procure for delivery during such Delivery Month, the Company shall promptly advise Xxxx of such change and the related Xxxx Procurement Contract shall be modified accordingly. With respect to any confirmation issued by Xxxx to the Company in connection with an Xxxx Procurement Contract with the Company, if Xxxx does not receive from the Company either acceptance or notification of a bona fide error within ten (10) Business Days after receipt of such confirmation, then the Company shall be deemed to have accepted such confirmation, and such confirmation shall be effective and binding upon the Parties.
(h)Unless otherwise agreed by Xxxx (in its discretion), the Company and XXXX covenant and agree that (i) they will use commercially reasonable efforts to enter into Exchange Procurement Contract during any month so as to eliminate any volume imbalance and (ii) the sole purpose and intent of any such Exchange Procurement Contract shall be to, directly or indirectly, procure Crude Oil to be processed at the Refinery.
(i)With respect to all Crude Oil, XXXX covenants and agrees to be the party responsible for making entry of goods into the U.S., meeting the reporting requirements and payment obligations of U.S. Customs for the importation of goods, compliance with all free trade zone bonding, reporting and duty payments, and serving as importer of record in connection herewith.
5.4 Nominations under Procurement Contracts and for Pipelines.
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(a)On the Business Day following receipt of the Monthly Crude Forecast and prior to the delivery of the Projected Monthly Run Volume, Xxxx shall provide to the Company Aron’s preliminary Target Month End Crude Volume and Target Month End Product Volume for the related Delivery Month if different from the Target Month End Crude Volume and Target Month End Product Volume for the related Delivery Month previously provided in Sections 7.2(b) and 7.3(b). By no later than two (2) Business Days prior to the earliest Contract Cutoff Date occurring in such Nomination Month, the Company shall provide to Xxxx the Projected Monthly Run Volume for the Delivery Month for which deliveries must be nominated prior to such Contract Cutoff Dates. As part of such Projected Monthly Run Volume, the Company may specify the grade of such Projected Monthly Run Volume, provided that such grades and their respective quantities specified by the Company shall fall within the grades and quantities then available to be nominated by Xxxx under the outstanding Procurement Contracts.
(b)Provided that the Company provides Xxxx with the Projected Monthly Run Volume as required under Section 5.4(a), Xxxx shall make all scheduling and other selections and nominations (collectively, “Contract Nominations”) that are to be made under the Procurement Contracts on or before the Contract Cutoff Dates for the Procurement Contracts and such Contract Nominations shall reflect the quantity of each grade specified by the Company in such Projected Monthly Run Volume. Should any Contract Nomination not be accepted by any Third Party Supplier under a Procurement Contract, Xxxx shall promptly advise the Company and use commercially reasonable efforts with the Company and such Third Party Supplier to revise the Contract Nomination subject to the terms of any such Procurement Contract. Xxxx shall provide the Company with confirmation that such Contract Nominations have been made.
(c)Insofar as any pipeline nominations are required to be made by Xxxx for any Crude Oil prior to any applicable Pipeline Cutoff Date for any month, Xxxx shall be responsible for making such pipeline and terminal nominations for that month; provided that, Aron’s obligation to make such nominations shall be conditioned on its receiving from the Company scheduling instructions for that month a sufficient number of days prior to such Pipeline Cutoff Date so that Xxxx can make such nominations within the lead times required by such pipelines and terminals. Xxxx shall not be responsible if a Pipeline System is unable to accept Aron’s nomination or if the Pipeline System must allocate Crude Oil among its shippers.
(d)The Parties agree that the Company may, from time to time, request that Xxxx make adjustments or modifications to Contract Nominations it has previously made under the Procurement Contracts. Promptly following receipt of any such request, Xxxx will use its commercially reasonable efforts to make such adjustment or modification, subject to any limitations or restrictions under the relevant Procurement Contracts. Any additional cost or expenses incurred as a result of such an adjustment or modification shall constitute an Ancillary Cost hereunder.
(e)Xxxx shall not nominate or to its knowledge otherwise acquire any Crude Oil with characteristics that are not previously approved by the Company for use at the Refinery, such approval to be in the Company’s discretion; provided that any Crude Oil
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purchased pursuant to a Procurement Contract proposed by the Company shall be deemed to have characteristics approved by the Company for purposes of this clause. The foregoing shall not limit the Company’s rights to pursue any claims against third parties as contemplated by Section 5.9 below.
(f)In addition to the nomination process, Xxxx and the Company shall follow the mutually agreed communications protocol as set forth on Schedule J hereto, with respect to ongoing daily coordination with feedstock suppliers, including purchases or sales of Crude Oil outside of the normal nomination procedures.
(g)Each of the Company and Xxxx agrees to use commercially reasonable efforts in preparing the forecasts, projections and nominations required by this Agreement in a manner intended to maintain Crude Oil and Product operational volumes within the Operational Volume Range.
(h)Prior to entering into any Ancillary Contract that does not by its terms expire or terminate on or before the Expiration Date, Xxxx will, subject to any confidentiality restrictions, afford the Company an opportunity to review and comment on such Ancillary Contract or the terms thereof and to confer with the Company regarding such Ancillary Contract and terms, and if Xxxx enters into any such Ancillary Contract without the Company’s consent, the Company shall not be obligated to assume such Ancillary Contract pursuant to Section 20.1(c) below.
5.5 Transportation, Storage and Delivery of Crude Oil.
(a)Xxxx shall have the exclusive right to inject, store and withdraw (except for such injections or withdrawals by the Company otherwise contemplated hereby) Crude Oil in the Crude Storage Tanks as provided in the Storage Facilities Agreement.
(b)Pursuant to the Required Storage and Transportation Arrangements, Xxxx shall have the right to inject (except for such injections by the Company otherwise contemplated hereby), store, transport and withdraw Crude Oil in and on the Included Crude Pipeline to the same extent as the Company’s rights to do so prior to the implementation of the Required Storage and Transportation Arrangements. With respect to any activities involving Crude Oil covered by the Storage Facilities Agreement or any Required Storage and Transportation Arrangement, Xxxx may from time to time appoint the Company or XXXX as Xxxx’x agent thereunder for such activities as Xxxx may specify.
(c)Provided no Default (of which Xxxx has provided notice to the Company) or Event of Default by the Company or XXXX has occurred and is continuing, the Company shall be permitted to withdraw from the Crude Storage Tanks and take delivery of Crude Oil on any day and at any time. The withdrawal and receipt of any Crude Oil by the Company at the Crude Delivery Point shall be on an “ex works” (EXW Incoterms 2010) basis. The Company shall bear sole responsibility for arranging the withdrawal of Crude Oil from the Crude Storage Tanks. The Company shall take commercially
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reasonable actions necessary to maintain a connection with the Crude Storage Tanks to enable withdrawal and delivery of Crude Oil to be made as contemplated hereby.
(d)Provided no Default (of which Xxxx has provided notice to the Company) or Event of Default by the Company or XXXX has occurred and is continuing, the Company shall be permitted to withdraw from Specified Lien Locations. The Company shall bear sole responsibility for arranging the withdrawal of Crude Oil from Specified Lien Locations. The Company shall take commercially reasonable actions necessary to maintain a connection with the Specified Lien Locations to enable withdrawal and delivery of Crude Oil to be made as contemplated hereby.
5.6 Title, Risk of Loss and Custody.
(a)Title to and risk of loss of the Crude Oil held in the Crude Storage Tanks shall pass from Xxxx to the Company at the Crude Delivery Point. The Company shall assume custody of the Crude Oil as it passes the Crude Delivery Point; provided that prior to such delivery the Company shall have custody of such Crude Oil in accordance with Section 5.6(b) below.
(b)During the time any Crude Oil or Products is held in any Storage Facilities, the Company or XXXX, in its capacity as operator of the Storage Facilities and pursuant to the Storage Facilities Agreement, shall be solely responsible for compliance (or causing applicable third parties other than Xxxx to comply) with all Applicable Laws, including all Environmental Laws, pertaining to the possession, handling, use and processing of such Crude Oil or Products and shall indemnify and hold harmless Xxxx, its Affiliates and their agents, representatives, contractors, employees, directors and officers, for all Liabilities directly or indirectly arising from failure by the Company or XXXX to so comply (or to cause such compliance), except to the extent such Liabilities are caused by or attributable to any of the matters for which Xxxx is indemnifying the Company pursuant to Article 21.1.
(c)At and after transfer of any Crude Oil at the Crude Delivery Point from Xxxx to the Company pursuant to Section 5.6(a) above, the Company shall be solely responsible for compliance (or causing applicable third parties other than Xxxx to comply) with all Applicable Laws, including all Environmental Laws pertaining to the possession, handling, use and processing of such Crude Oil and shall indemnify and hold harmless Xxxx, its Affiliates and their agents, representatives, contractors, employees, directors and officers, for all Liabilities directly or indirectly arising from failure by the Company to so comply.
(d)Notwithstanding anything to the contrary herein, Xxxx and the Company and XXXX agree that the Company and XXXX shall have an insurable interest in Crude Oil that is subject to a Procurement Contract or as otherwise subject to this Agreement, and that the Company or XXXX may, at its election and with prior notice to Xxxx, endeavor to insure the Crude Oil. If pursuant to the terms of this Agreement, the Company or XXXX has fully compensated Xxxx therefor as required hereunder, then (subject to any other setoff or netting rights Xxxx may have hereunder) any insurance
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payment to Xxxx made to cover the same shall be promptly paid over by Xxxx to the Company or XXXX.
(e)Without limiting any of obligations hereunder of the Company or XXXX to cause any actions by third parties, it is acknowledged that in determining how to comply with such obligations, the Company and XXXX may use such contractual or other arrangements as they deem necessary or appropriate.
5.7 Contract Documentation, Confirmations and Conditions.
(a)Aron’s obligations to deliver Crude Oil under this Agreement shall be subject to (i) the Company’s identifying and negotiating potential Procurement Contracts, in accordance with Section 5.3, that are acceptable to both the Company and Xxxx relating to a sufficient quantity of Crude Oil to meet the Refinery’s requirements, (ii) the Company’s performing its obligations hereunder with respect to providing Xxxx with timely nominations, forecasts and projections (including Projected Monthly Run Volumes, as contemplated in Section 5.4(a)) so that Xxxx may make timely nominations under the Procurement Contracts, (iii) all of the terms and conditions of the Procurement Contracts, (iv) any other condition set forth in Section 5.1 above and (v) no Event of Default having occurred and continuing with respect to the Company.
(b)In documenting each Procurement Contract, Xxxx will endeavor and cooperate with the Company, in good faith and in a commercially reasonable manner, to obtain the Third Party Supplier’s agreement that a copy of such Procurement Contract may be provided to the Company; provided that this Section 5.7(b) in no way limits the Company’s rights to consent to all Procurement Contracts as contemplated by Section 5.3. In addition, to the extent it is permitted to do so, Xxxx will endeavor to keep the Company apprised of, and consult with the Company regarding, the terms and conditions being incorporated into any Procurement Contract under negotiation with a Third Party Supplier. Notwithstanding the foregoing, Xxxx and the Company may pre-agree on one or more standard sets of general terms and conditions and modifications thereto upon which Procurement Contracts may be executed without any further obligation of Xxxx to apprise the Company of such terms and conditions incorporated into such Procurement Contract and may, from time to time, agree to alterations or further modifications to such pre-agreed terms.
(c)The Company acknowledges and agrees that, subject to the terms and conditions of this Agreement, it is obligated to purchase and take delivery of all Crude Oil acquired by Xxxx under Procurement Contracts executed in connection herewith and subject to the terms and conditions specified in Section 5.4 above. In the event of a dispute, Xxxx will provide, to the extent legally and contractually permissible, to the Company, a copy of the Procurement Contract in question.
5.8 [Reserved]
5.9 Quality Claims and Claims Handling.
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(a)The failure of any Crude Oil that Xxxx hereunder sells to the Company to meet the specifications or other quality requirements applicable thereto as stated in Aron’s Procurement Contract for that Crude Oil shall be for the sole account of the Company and shall not entitle the Company to any reduction in the amounts due by it to Xxxx hereunder; provided, however, that any claims made by Xxxx with respect to such non-conforming Crude Oil shall be for the Company’s account and resolved in accordance with Section 5.9(d).
(b)The Parties shall consult with each other and coordinate how to handle and resolve any claims arising in the ordinary course of business (including claims related to Crude Oil, pipeline or ocean transportation, and any dispute, claim, or controversy arising hereunder between Xxxx and any of its vendors who supply goods or services in conjunction with Aron’s performance of its obligations under this Agreement) made by or against Xxxx. In all instances wherein claims are made by a third party against Xxxx which will be for the account of the Company, the Company shall have the right, subject to Section 5.9(c), to either direct Xxxx to take commercially reasonable actions in the handling of such claims or assume the handling of such claims in the name of Xxxx, all at the Company’s cost and expense. To the extent that the Company believes that any claim should be made by Xxxx for the account of the Company against any third party (whether a Third Party Supplier, terminal facility, pipeline, storage facility or otherwise), and subject to Section 5.9(c), Xxxx will take any commercially reasonable actions requested by the Company either directly, or by allowing the Company to do so, to prosecute such claim, all at the Company’s cost and expense and all recoveries resulting from the prosecution of such claim shall be for the account of the Company.
(c)Xxxx shall, in a commercially reasonable manner, cooperate with the Company in prosecuting any such claim. If the Company requests that Xxxx assist in prosecuting any such claim, Xxxx shall be entitled to assist in the prosecution of such claim at the Company’s expense. Xxxx shall also be entitled to assist at its own expense in prosecuting any such claim other than by the request of the Company.
(d)Notwithstanding anything in Section 5.9(b) to the contrary but subject to Section 5.9(e), Xxxx may notify the Company that Xxxx is retaining control over the resolution of any claim referred to in Section 5.9(b) if Xxxx, in its reasonable judgment, has determined that it has commercially reasonable business considerations for doing so based on any relationships that Xxxx or any of its Affiliates had, has or may have with the third party involved in such claim; provided that, subject to such considerations, Xxxx shall use commercially reasonable efforts to resolve such claim, at the Company’s expense and for the Company’s account. In addition, any claim that is or becomes subject to Article 21 shall be handled and resolved in accordance with the provisions of Article 21.
(e)If any claim contemplated in this Section 5.9 involves a counterparty that is an Affiliate of Xxxx and the management and operation of such counterparty is under the actual and effective control of Xxxx, then the Company shall control the dispute and resolution of such claim.
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5.10 Communications.
(a)Each Party shall promptly provide to the other copies of any and all written communications and documents between it and any third party which in any way relate to Ancillary Costs, including but not limited to written communications and documents with Pipeline Systems, provided that Xxxx has received such communications and documents in respect of the Pipeline System and/or any communications and documents related to the nominating, scheduling and/or chartering of vessels; provided that neither Party shall be obligated to provide to the other any such materials that contain proprietary or confidential information and, in providing any such materials, such Party may redact or delete any such proprietary or confidential information.
(b)With respect to any proprietary or confidential information referred to in Section 5.10(a), Xxxx shall promptly notify the Company of the nature or type of such information and use its commercially reasonable efforts to obtain such consents or releases as necessary to permit such information to be made available to the Company.
(c)The Parties shall coordinate all nominations and deliveries according to the scheduling and communications protocol on Schedule J hereto.
ARTICLE 6
PURCHASE PRICE FOR CRUDE OIL
6.1 Daily Volumes. Each Business Day the Company shall provide to Xxxx, by no later than 2:00 p.m. CPT, available meter tickets and/or meter readings, and tank gauge readings confirming the Measured Crude Quantity for each Crude Storage Tank for all Delivery Dates since the prior Business Day.
6.2 Purchase Price. As the purchase price for the Net Crude Sales Volume for any month, the Company shall owe to Xxxx when due the Monthly Crude Payment determined with respect to that Net Crude Sales Volume, subject to application of the relevant prices as provided on Schedule B hereto and calculation of the Monthly Crude Oil True-Up Amount as provided for on Schedule C hereto, and payable as provided in Section 10.2.
6.3 Monthly Crude Payment. For any month, the “Monthly Crude Payment” shall equal, with respect to the Net Crude Sales Volume for such month, the sum of (A) the product of (1) the Monthly Crude Price for that month and (2) the Net Crude Sales Volume for such month (the amount determined in this clause (A) may be a positive or negative number), (B) the Crude Purchase Fee for that month and (C) the Ancillary Costs for that month. If the Monthly Crude Payment is a negative number, then the absolute value thereof shall represent an amount owed from Xxxx to the Company and payable as provided in Section 10.2.
6.4 Crude Purchase Fee. As used herein:
(a)For any month, the “Crude Purchase Fee” shall equal the sum of:
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(A) the product of (1) the Level One Fee per barrel and (2) the Reduced Fee Barrels for such month, plus
(B) the product of (1) the Level Two Fee per barrel and (2) the greater of (x) zero and (y) the Actual Monthly Crude Run for such month minus the sum of the Reduced Fee Barrels for such month and the Waived Fee Barrels for such month.
(b)“Reduced Fee Barrels” means, for any month, whichever of the following is the smallest quantity: (i) the Actual Monthly Crude Run for such month minus the Volume Cap for Waived Crude Fee, (ii) the Designated Company-Sourced Barrels for such month minus the Volume Cap for Waived Crude Fee and (iii) the Volume Cap for Reduced Crude Fee for such month; provided that in no event shall the foregoing be less than zero.
(c)“Actual Monthly Crude Run” means, for any month, the Net Crude Sales Volume for such month plus the aggregate quantity of those Other Barrels that are actually delivered and received at the Crude Storage Tanks during such month.
(d)“Waived Fee Barrels” means, prior to the Adjustment Date, the lesser of the Designated Company-Sourced Barrels and the Volume Cap for Waived Crude Fee and, from and after the Adjustment Date, the sum of (i) the lesser of the Designated Company-Sourced Barrels and the Volume Cap for Waived Crude Fee and (ii) the Additional Waived Fee Barrels; provided that, for each 12 consecutive month period commencing on the Adjustment Date or an anniversary of the Adjustment Date or any shorter period commencing on such a date and ending on a Termination Date hereunder (each, a “Waived Fee Barrel Period”), the Waived Fee Barrels due for the final month of such period may be subject to adjustment as provided in Section 6.4(e) below.
(e)For each Waived Fee Barrel Period, Xxxx shall determine the number of Waived Fee Barrels for that period (“Total Waived Fee Barrels”) by applying such term and the various components thereof to the entire period (rather to a single month) as if each such term and component referred to such period and not a single month. If, for any Waived Fee Barrel Period, the sum of the Waived Fee Barrels for all months during such period (which for the final month of such period shall be calculated without giving effect to any adjustment under this Section 6.4(e)) exceeds the Total Waived Fee Barrels for such period, then the number of Waived Fee Barrels for the final month of such period used in computing the Crude Purchase Fee for such month shall equal the Waived Fee Barrels for such month (calculated without giving effect to any adjustment under this Section 6.4(e)) minus such excess (it being acknowledged that such number may be a positive or negative amount).
(f)For each Procurement Contract under which Xxxx is seller, the Parties shall, at or prior the time such Procurement Contract is executed, agree to a per Barrel fee due from the Company to Xxxx in connection with such Procurement Contract, with the product of such per Barrel fee and the quantity delivered by Xxxx under such Procurement Contract shall being a “Crude Sales Fee”. For each month, the
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“Counterparty Crude Sales Fee” shall be the sum of the Crude Sales Fees for all quantities of Crude Oil delivered by Xxxx under Procurement Contracts in which Xxxx is seller.
6.5 Material Crude Grade Changes. If either the Company or Xxxx concludes in its reasonable judgment that the specifications (including specific gravity and sulfur content of the Crude Oil) of the Crude Oil procured, or projected to be procured, differ materially from the grades that have generally been run by the Refinery, then the Company and Xxxx will endeavor in good faith to mutually agree on (i) acceptable price indices for such Crude Oil, and (ii) a settlement payment from one Party to the other sufficient to compensate the relevant Party for the relative costs and benefits to each of the price differences between the prior price indices and the amended price indices.
6.6 Upon Aron’s request, the Company will, subject to any confidentiality restrictions, provide documentation evidencing all purchases of Designated Company-Sourced Barrels for any month.
ARTICLE 7
TARGET INVENTORY LEVELS AND WORKING CAPITAL ADJUSTMENT
7.1 Target Inventory Levels. Xxxx will set monthly inventory targets for Crude Oil and Products. Such monthly inventory targets for Crude Oil and Products shall be subject to the minimum and maximum inventory levels for each Pricing Group indicated on Schedule D hereto.
7.2 Target Month End Crude Volume.
(a)By no later than two (2) Business Days prior to the earliest Contract Cutoff Date occurring in each Nomination Month, the Company shall notify Xxxx of the aggregate quantity of Crude Oil that the Company expects to run at the Refinery during the subject Delivery Month (the “Projected Monthly Run Volume”).
(b)By no later than the last Business Day of each Nomination Month, Xxxx shall notify the Company of the quantity of Crude Oil that Xxxx is designating as the “Target Month End Crude Volume” for the Delivery Month related to that Nomination Month; provided that such Target Month End Crude Volume shall not exceed the maximum or be less than the minimum inventory levels for Crude Oil indicated on Schedule D, subject to Section 7.2(c) below.
(c)During the first two months of deliveries of Crude Oil made pursuant to the Original Agreement, Aron’s Target Month End Crude Volume and Target Month End Product Volume were the amounts specified on Schedule I to the Original Agreement.
(d)If, for any month, the Actual Month End Crude Volume exceeds the maximum inventory level or the Actual Month End Crude Volume is less than the minimum inventory level, then Xxxx may change the Target Month End Crude Volume for such month as follows:
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(i)If the Actual Month End Crude Volume is above the Target Month End Crude Volume, then Xxxx may increase the Target Month End Crude Volume for such Delivery Month to equal the Actual Month End Crude Volume or (ii) if the Target Month End Crude Volume is above the Actual Month End Crude Volume, then Xxxx may reduce the Target Month End Crude Volume for such Delivery Month to equal the Actual Month End Crude Volume. Xxxx must notify the Company of its intent to make this change within four (4) Business Days after the end of such Delivery Month. The Company may dispute this change within one (1) Business Day after receiving such notification from Xxxx. In all cases described above, the changed Target Month End Crude Volume affects only the subject month and does not impact the calculation of the Target Month End Crude Volume in subsequent months.
(ii)In addition, Xxxx may adjust the Target Month End Crude Volume with the consent of the Company.
In all cases described above, the changed Target Month End Crude Volume affects only the subject month and does not impact the calculation of the Target Month End Crude Volume in subsequent months pursuant to Section 7.2(b).
7.3 Target Month End Product Volume.
(a)The Company shall provide to Xxxx its standard Products inventory and production report substantially in the form of Schedule O hereto (the “MTD Performance Report”). The MTD Performance Report shall be provided to Xxxx from time to time in accordance with the Company’s past practices with respect to such report.
(b)For each month and each type of Product, Xxxx shall from time to time (but subject to any applicable notification deadlines specified on Schedule D hereto) specify an aggregate quantity and grade that shall be the “Target Month End Product Volume” for that month, which shall represent that volume (which may be zero or a positive number) targeted for that Product (except that the Target Month End Product Volume for each type of Product as of the Commencement Date and as of the end of the first month of the Term shall be the respective volumes specified as such on Schedule I hereto).
(c)Provided that the Company has complied in all material respects with its obligations under the Marketing and Sales Agreement, and subject to events of Force Majeure, facility turnarounds, the performance of any third parties (including purchasers of Products under the Marketing and Sales Agreement), Xxxx will, in establishing each Target Month End Product Volume, cause such Target Month End Product Volume to be within the applicable range specified for such Product on Schedule D hereto.
(d)At any time prior to the beginning of the month to which a Target Month End Product Volume relates (but subject to any applicable notification deadlines specified on Schedule D hereto), Xxxx may change such Target Month End Product Volume.
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(e)After Xxxx has established a Target Month End Product Volume, it may change such Target Month End Product Volume if one of the following occurs: (i) the Actual Month End Product Volume is below the minimum of the Operational Volume Range or (ii) the Actual Month End Product Volume is above the maximum of the Operational Volume Range, in which case Xxxx may change its Target Month End Product Volume for such month to equal the Actual Month End Product Volume. Xxxx must notify the Company of its intent to make this change within four (4) Business Days after the end of such Delivery Month. The Company may dispute this change within one (1) Business Day after receiving such notification from Xxxx. In all cases described above, the changed Target Month End Product Volume affects only the subject month and does not impact the calculation of the Target Month End Product Volume in subsequent months.
(f)The Target Month End Product Volume will be adjusted in accordance with the procedure for Excluded Transactions as described in the Marketing and Sales Agreement.
In addition, Xxxx may adjust the Target Month End Product Volume with the consent of the Company.
7.4 Monthly Working Capital Adjustment. Promptly after the end of each month, Xxxx shall reasonably determine the Monthly Working Capital Adjustment.
7.5 Monthly Product Sale Adjustments. For each month (or portion thereof) during the term of the Marketing and Sales Agreement and for each Product Group, Xxxx shall reasonably determine whether an amount is due by one Party to the other (for each Product Group, a “Monthly Product Sale Adjustment”) in accordance with the following terms and conditions:
(a)For each Product Group and relevant period, Xxxx shall reasonably determine (i) the aggregate quantity of barrels of such Product Group sold during such period under Product Purchase Agreements and Company Purchase Agreements, (ii) the aggregate quantity of barrels of such Product Group sold under Excluded Transactions executed pursuant to Section 2.2(c) of the Marketing and Sales Agreement and (iii) the Aggregate Receipts (as defined below);
(b)If, for any Product Group and relevant period, (i) the Aggregate Receipts exceeds the Index Value (as defined below), then the Monthly Product Sale Adjustment for that Product Group shall equal such excess and shall be due to the Company and (ii) the Index Value exceeds the Aggregate Receipts, then the Monthly Product Sale Adjustment for that Product Group shall equal such excess and shall be due to Xxxx;
(c)If Xxxx determines that any Monthly Product Sale Adjustment is due, it will include its calculation of such amount in the documentation provided to the Company for the relevant period pursuant to Section 10.2 and such Monthly Product Sale Adjustment shall be incorporated as a component of the Monthly True-Up Amount due
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for such period, which, if due to the Company, shall be expressed as a positive number and, if due to Xxxx, shall be expressed as a negative number; and
(d)As used herein:
(i)“Aggregate Receipts” shall mean, for any Product Group and relevant period, the sum of (x) the actual aggregate purchase value invoiced by Xxxx for all quantities of such Product Group that Xxxx delivered during such period (without giving effect to any offsetting Excluded Transactions) under Product Purchase Agreements with Customers and under Company Purchase Agreements with Company Purchasers (each as defined in the Marketing and Sales Agreement) and (y) for any Excluded Transaction executed pursuant to Section 2.2(c) of the Marketing and Sales Agreement, the aggregate purchase price that would have been payable under the proposed Product Purchase Agreement in connection with which such Excluded Transaction was executed;
(ii)“Index Value” shall mean, for any Product Group and relevant period, the product of (A) the sum of the aggregate quantity of barrels of such Product Group sold during such period (without giving effect to any offsetting Excluded Transactions) under Product Purchase Agreements and Company Purchase Agreements and the quantity of sales for such period covered by clause (y) of the definition of Aggregate Receipts, and (B) the Long Product FIFO Price for that Product Group and period.
7.6 Monthly Cover Costs. If, for any month (or portion thereof), Xxxx reasonably determines that, as a result of the Company’s failure to produce the quantities of Product projected under this Agreement or the Company’s failure to comply with its obligations under the Marketing and Sales Agreement, Xxxx retains insufficient quantities of Product to comply with its obligations to any third parties or the Company, whether under Product Purchase Agreements, Company Purchase Agreements or Excluded Transactions, and Xxxx incurs any additional costs and expenses in procuring and transporting Product from other sources for purposes of covering such delivery obligations or the shortfall in the quantity held for its account (collectively, “Monthly Cover Costs”), then the Company shall be obliged to reimburse Xxxx for such Monthly Cover Costs. If Xxxx determines that any Monthly Cover Costs are due to it, Xxxx shall promptly communicate such determination to the Company and, subject to any mitigation of such costs actually achieved by the Company, include the calculation of such amount in the documentation provided to the Company for the relevant period pursuant to Section 10.2 and such Monthly Cover Costs shall be incorporated as a component of the Monthly True-Up Amount due for such period hereunder.
7.7 Costs Related to Shortfall. To the extent that Xxxx is required to cover any shortfall in any Product delivery, whether under a Product Purchase Agreement or Company Purchase Agreement or otherwise, by any inventory it owns and acquires separately from the inventory owned and maintained in connection with this Agreement, (i) any cost or loss incurred by Xxxx in connection therewith that is not otherwise included as a Monthly Cover Cost shall constitute an Ancillary Cost that is to be reimbursed to Xxxx and (ii) any profit or gain realized by Xxxx in connection therewith shall be forfeited to the Company.
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7.8 Monthly Excluded Transaction Fee. For any barrel of gasoline or diesel delivered by Xxxx under an Excluded Transaction (net of any purchases under Excluded Transactions), Xxxx shall be obligated to pay to the Company an amount equal to the applicable Per Barrel Adjustment (as set forth on Schedule K to this Agreement). For each month, Xxxx shall reasonably determine the net quantities of gasoline and diesel delivered during such month under Excluded Transactions and the aggregate amount due under this Section 7.8 as a result of such deliveries (the “Monthly Excluded Transaction Fee”).
7.9 Certain Month-End Product Transactions. With respect to any bulk purchases and sales of Product between Xxxx and the Company or any Affiliate of the Company that would occur on or closely preceding the last day of a month and are to be shipped on the Enterprise Teppco Product Pipeline, but would not be reflected in Estimated Daily Net Product Sales until the following month, the parties agree that all such purchases and sales (regardless of the quantity thereof) shall be executed as bulk purchases and sales pursuant to Section 2.4(b) of the Marketing and Sales Agreement and Schedule KK, and shall constitute Company Purchase Agreements.
ARTICLE 8
PURCHASE AND DELIVERY OF PRODUCTS
8.1 Purchase and Sale of Products. Xxxx agrees to purchase and receive from the Company, and the Company agrees to sell and deliver to Xxxx, the Products output of the Refinery delivered directly into Included Locations from and including the Initial Delivery Date through the end of the Term of this Agreement, at the prices determined pursuant to this Agreement and otherwise in accordance with the terms and conditions of this Agreement. Products output of the Refinery that is delivered directly into Specified Lien Locations shall not be purchased by Xxxx.
8.2 Delivery and Storage of Products.
(a)Unless otherwise agreed by the Parties, all Products that are to be directly delivered into Included Locations shall be delivered by the Company to Xxxx at the Products Delivery Point into the Product Storage Tanks, on a delivered duty paid (“DDP”) basis. All Products delivered by the Company into Specified Lien Locations shall also be delivered on a DDP basis.
(b)Xxxx shall have exclusive right to store Products in the Product Storage Tanks in the Included Locations as provided in the Storage Facilities Agreement.
8.3 Expected Yield and Estimated Output.
(a)On or before the Commencement Date, the Company will provide to Xxxx an expected Product yield for the Refinery based on its then current operating forecast for the Refinery (the “Initial Estimated Yield”). From time to time, based on its then current operating forecast for the Refinery, the Company may provide to Xxxx a revised expected Product yield for the Refinery (each such revised estimate, together with the Initial Estimated Yield, an “Estimated Yield”).
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(b)On the Commencement Date and thereafter as set forth on Schedules O and S to this Agreement, the Company shall, based on the then current Estimated Yield and such other operating factors as it deems relevant, prepare and provide to Xxxx, for each month, an estimate of the Product quantities it expects to deliver to Xxxx or into Specified Lien Locations during such month.
8.4 Delivered Quantities. For each Delivery Date, the Company shall provide to Xxxx, by no later than 2:00 p.m., CPT on the next Business Day, available meter tickets and/or meter readings and tank gauge readings confirming the Measured Product Quantity in each Product Storage Tank for each Product delivered during that Delivery Date.
8.5 Title and Risk of Loss. Title and risk of loss to Products shall pass from the Company to Xxxx as Products pass the Products Delivery Point; provided that if Products are delivered from the Refinery into a Specified Lien Location, then title and risk of loss to such Products shall remain with the Company. If Products pass directly from a Specified Lien Location to an Included Location, title and risk of loss to such Products shall pass from the Company to Xxxx as Products pass the Products Delivery Point of such Included Location. Xxxx shall retain title through the Included Product Pipelines and in the Included Third Party Product Storage Tanks. With respect to Products held in Included Locations, title and risk of loss to Products shall pass from Xxxx to the Company as Products pass at the Products Offtake Point, provided that title and risk of loss shall remain with Xxxx during Product transfers between Included Locations at which Products are held.
8.6 Product Specifications. The Company agrees that all Products sold to Xxxx hereunder shall conform to the respective specifications set forth on Schedule A for such Products as to which specifications are set forth on Schedule A or to such other specifications as are from time to time agreed upon by the Parties. For such Products as to which there are no specifications set forth on Schedule A, there are no specifications with respect to such Products.
8.7 Purchase Price of Products. The per unit price for each type of Product sold to Xxxx hereunder shall equal the Long Product FIFO Price specified for such Product, subject to application of the relevant prices as provided on Schedule B and calculation of the Monthly True-Up Amount as provided for on Schedule C.
8.8 [Reserved.]
8.9 Transportation, Storage and Delivery of Products.
(a)Xxxx shall have the exclusive right to inject, store and withdraw Products in the Product Storage Tanks as provided in the Storage Facilities Agreement.
(b)Pursuant to the Required Storage and Transportation Arrangements, Xxxx shall have the exclusive right to inject (except for such injections by the Company otherwise contemplated hereby), store, transport and withdraw Products in and on the Included Product Pipelines and the Included Third Party Product Storage Tanks to the same extent as the Company’s rights to do so prior to the implementation of the Required Storage and Transportation Arrangements. With respect to any activities involving Products covered by the Storage Facilities Agreement or any Required Storage and
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Transportation Arrangement, Xxxx may from time to time appoint the Company or XXXX as Xxxx’x agent thereunder for such activities as Xxxx may specify.
(c)Product transfers using truck or rail between the Product Storage Tanks shall be transported in a manner consistent with the Company’s past practices and in accordance with Applicable Law and good industry practice.
(d)For purposes of determining any Product volumes used in making any Interim Payment or Monthly True-Up Amount, any Product volumes held in any truck or railcars at the end of the relevant period shall be excluded from such Product volume determination.
8.10 Material Product Grade Changes. If either the Company or Xxxx concludes in its reasonable judgment that the specifications or the mix of the constituents of a Pricing Group produced, or projected to be produced, differ materially from those that have generally been produced by the Refinery, then the Company and Xxxx will endeavor in good faith to mutually agree on (i) acceptable price indices for such Product, and (ii) a settlement payment from one Party to the other sufficient to compensate the Parties for the relative costs and benefits to each of the price differences between the prior price indices and the amended price indices.
ARTICLE 9
ANCILLARY COSTS; MONTH END INVENTORY; CERTAIN DISPOSITIONS; TANK MAINTENANCE; CERTAIN Other Matters
9.1 Ancillary Costs.
(a)From time to time, Xxxx shall estimate Ancillary Costs it expects to incur with respect to each day occurring during any month. As provided in Section 10.1, Xxxx shall include such daily estimate of Ancillary Costs in the determination of the Interim Payments due with respect to each day in such month.
(b)Without limiting the foregoing, the Company agrees to reimburse Xxxx for all Ancillary Costs incurred by Xxxx. Such reimbursement shall occur from time to time upon demand of Xxxx to the Company. When making such demand, Xxxx shall promptly provide the Company with copies of any relevant invoices for Ancillary Costs incurred by Xxxx. All refunds or adjustments of any type received by Xxxx related to any Ancillary Costs shall be reflected in the Monthly True-Up Amount as provided in Section 10.2 below.
9.2 Month End Inventory.
(a)As of 11:59:59 p.m., CPT, on the last day of each month, the Company shall apply the Volume Determination Procedures to the Crude Storage Facilities, the Product Storage Facilities and the Specified Lien Locations, and based thereon shall determine for such month (i) the aggregate volume of Crude Oil held in the Crude Storage Tanks at that time, plus the Crude Oil Linefill at that time (the “Actual Month End Included Crude Volume”), (ii) the aggregate amount of Crude Oil held in Specified
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Lien Locations (including Crude Oil Linefill) at that time (the “Actual Month End Crude Lien Inventory”), (iii) for each Product, the aggregate volume of such Product held in the Product Storage Tanks at that time, plus the aggregate volume of such Product held in the Included Third Party Product Storage Tanks at that time, plus the Product Linefill for such Product at that time (each, an “Actual Month End Included Product Volume”) and (iv) for each Product, the aggregate volume of such Product held in the Specified Lien Locations (including Product Linefill) at that time (each, an “Actual Month End Product Lien Inventory”). The Company shall notify Xxxx of the Actual Month End Crude Volume and each Actual Month End Product Volume by no later than 5:00 p.m., CPT on the fifth Business Day thereafter, except that with respect to volume information provided by third parties, the Company shall endeavor to cause third parties to provide such information to Xxxx by the fifteenth (15th) day after the end of such month.
(b)As used herein,
“Actual Month End Crude Volume” for any month equals the sum of the Actual Month End Included Crude Volume and Actual Month End Crude Lien Inventory for such month; and
“Actual Month End Product Volume” for any Product and any month equal the sum of the Actual Month End Included Product Volume and Actual Month End Product Lien Inventory for such Product and month.
(c)At the cost and expense of Xxxx, Xxxx may, or may have Supplier’s Inspector, witness all or any aspects of the Volume Determination Procedures as Xxxx shall direct. If, in the judgment of Xxxx or Supplier’s Inspector, the Volume Determination Procedures have not been applied correctly, then the Company will cooperate with Xxxx, or Supplier’s Inspector, to ensure the correct application of the Volume Determination Procedures, including making such revisions to the Actual Month End Crude Volume and any Actual Month End Product Volume as may be necessary to correct any such errors.
9.3 Calculation of Sales.
(a)For any month, the “Net Crude Sales Volume” shall equal the greater of (x) (A) the sum of (1) the Actual Month End Crude Volume for the prior month plus (2) the Monthly Crude Receipts for such month, minus (B) the Actual Month End Crude Volume for such month and (y) zero.
(b)For any month, and for each Pricing Group (as defined on Schedule P), the “Net Product Sales Volume” shall equal (A) the sum of (1) the Actual Month End Product Volume for such month plus (2) the Monthly Product Sales for such month, minus (B) the Actual Month End Product Volume for the prior month.
9.4 Disposition Following Force Majeure.
(a)Notwithstanding anything to the contrary, if Xxxx is required, due to an event of Force Majeure affecting either Party, to sell to any unrelated third parties, in
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arm’s length transactions, any quantities of Crude Oil that, based on the then current Monthly Crude Forecast, Xxxx would reasonably have expected to have sold to the Company or ultimately processed by the Company (any quantity of Crude Oil so disposed of by Xxxx being referred to as a “Disposed Quantity”), then the Company shall be obligated to pay to Xxxx an amount equal to the difference between the price at which such Disposed Quantity would have been sold to the Company, minus the amount realized in the sale to a third party (the “Disposition Amount”). In no event shall the Disposed Quantity exceed the aggregate amount of Crude Oil that the Company would have been expected to purchase based on their current Monthly Crude Forecast for the period during which the Company is unable to take delivery of Crude Oil as the result of the Force Majeure event or otherwise.
(b)In connection with its selling any Disposed Quantity, Xxxx shall (i) use commercially reasonable efforts to sell such Disposed Quantity at generally prevailing prices and (ii) promptly determine the Disposition Amount and issue to the Company an invoice for such amount. The Company shall pay to Xxxx the invoiced amount no later than the second Business Day after the date of such invoice. If, in connection with the sale of any Disposed Quantity, the Disposition Amount is a negative number, then Xxxx shall pay the amount of such excess to the Company no later than the second Business Day after the date of such invoice.
9.5 Change to Tank Status.
(a)The Company or XXXX shall provide prompt written notice to Xxxx of any maintenance that the Company or XXXX intends to conduct on any of the Crude Storage Tanks or Product Storage Tanks that would result in such storage tank being taken out of service (“Tank Maintenance”). The Parties agree to cooperate with each other in establishing the effective date for any such Tank Maintenance for the purposes of any amendments to Schedule E.
(b)The Company or XXXX shall also provide prompt written notice to Xxxx of any binding agreement to sell, lease, sublease, transfer or otherwise dispose of any tank listed on Schedule E.
(c)The Company and XXXX agree that they will use commercially reasonable efforts, consistent with good industry standards and practices, to complete (and to cause any third parties to complete) any Tank Maintenance as promptly as practicable.
(d)[Reserved]
9.6 Certain Regulatory Matters.
(a)If Xxxx shall determine, in its sole judgment, that as a result of (i) the taking effect of any Applicable Law after the date hereof, (ii) any change in Applicable Law or in the administration, interpretation or application thereof by any Governmental Authority, (iii) the making or issuance of any request, guideline or directive (whether or not having the force of law) or any interpretation thereof by any Governmental Authority or the bringing of any action in a court of competent jurisdiction (regardless of
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whether related to Xxxx) or (iv) any interpretation of or proposal to implement any of the foregoing by a Governmental Authority, including, without limitation, any of the foregoing events described in clauses (i)-(iv) arising from or relating to either the Federal Reserve Notice of Proposed Rulemaking or the Federal Reserve 620 Report and whether occurring before or after the Second Restatement Effective Date (each, a “Regulatory Event”), Xxxx or any of its Affiliates is or would (A) not be permitted to hold, store, transport, buy, finance, sell or own any or certain of the commodities subject to the transactions contemplated by the Transaction Documents, (B) be required to hold additional capital, or be assessed any additional capital or other charges, on the basis of holding, storing, transporting, buying, financing, selling, or owing any commodities from time to time, including without limitation, any of the commodities subject to the transactions contemplated by this Agreement and the other Transaction Documents, (C) be unable to perform in any material respect its obligations under this Agreement and the other Transaction Documents, or (D) were it to continue to hold, store, transport, buy, finance, sell or own any of the commodities subject to the transactions contemplated by this Agreement and the Transaction Documents or perform any such obligations, and taking into account other commodities and the volumes thereof held by Xxxx or any of its Affiliates from time to time, be or likely to be required to hold additional capital, or be assessed any additional capital or other charges, or be or likely to be subject to additional or increased burdens or costs (such additional capital or other charges, burdens and costs, collectively, “Additional Costs”), then it shall notify the Company in writing of such determination (a “Regulatory Event Notice”). Promptly following the sending of a Regulatory Event Notice, Xxxx shall propose what actions or steps, if any, either Party or both Parties could implement to alleviate, minimize and/or mitigate the effect of any such Regulatory Event, and the Company shall consider any such actions or steps in good faith. If, in Aron’s sole judgment, Xxxx is able to identify actions or steps that can be implemented with respect to the transactions contemplated by this Agreement and the other Transaction Documents without adversely impacting the business conducted by Xxxx and its Affiliates generally, including, without limitation, without resulting in Xxxx or its Affiliates being required to incur any Additional Costs on the basis of holding, storing, transporting, buying, selling or owing any commodities from time to time, including without limitation, any of the commodities subject to the transactions contemplated by this Agreement and the other Transaction Documents, while preserving the economic terms and conditions of this Agreement and the other Transaction Documents (including economic benefits, risk allocation, costs and Liabilities), then the Parties shall, in good faith and in a commercially reasonable manner, endeavor to implement such actions and steps. If, in Aron’s sole judgment, Xxxx is unable to identify such actions or steps or the Parties are unable to implement any actions and steps that have been so identified, then Xxxx may, by written notice to the Company (a “Regulatory Termination Notice”), elect to terminate this Agreement in the manner provided for in Article 20 on such date Xxxx shall specify in such notice, which date shall constitute a Termination Date for purposes of Article 20; provided that (x) (unless such Regulatory Event has or is expected to become effective at an earlier date) the date specified in such Regulatory Termination Notice shall occur at least ninety (90) days after the date such notice is given and if practicable on the last day of a month, or on such earlier date as may be requested by the Company provided that the Parties in Aron’s reasonable
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judgment have sufficient time to effect a termination pursuant to Article 20 hereof, (y) if a Regulatory Termination Notice is given, an election under Section 9.6(b) is made and the alternative structure contemplated by Section 9.6(b) is implemented, then no termination shall result from such Regulatory Termination Notice and (z) if the relevant Regulatory Termination Notice relates only to the incurrence of Additional Costs, then if and for so long as the Company exercises its option under Section 9.6(d) below, no termination shall result from such Regulatory Termination Notice. In the case of a Regulatory Termination Notice referred to in clause (z) of the preceding sentence, Xxxx will also provide to the Company an estimate of such Additional Costs which Xxxx shall determine in a commercially reasonable manner based on such information relating to the relevant Regulatory Event as is then available to Xxxx.
(b)Without limiting the generality of the foregoing, (i) in the case of Xxxx, concurrently with, and (ii) in the case of the Company following, the giving of a Regulatory Termination Notice, either Party may, in its sole discretion, elect to modify this Agreement, the other Transaction Documents and the transactions subject hereto and thereto so that Xxxx shall not be the owner of any commodities held at Included Locations and that instead all commodities held at Included Locations shall constitute Inventory Collateral and all Included Locations shall constitute Specified Lien Locations, and if such election is made, then the Company shall (and shall cause its Affiliates and third parties to) execute such amendments and modifications to the Transaction Documents, take such other actions and execute and deliver such ancillary documents (including acknowledgments, consents, waivers, security agreements or acknowledgments, UCC financing statements, delivery of legal opinions, etc.) as are necessary and appropriate in Aron’s judgment to implement and confirm the effectiveness such alternative structure. Xxxx may only make the election contemplated by this subsection (b) if it does so concurrently with its giving of the Regulatory Termination Notice. The Company may make the election contemplated by this subsection (b) on a temporary basis prior to the effective date of the Regulatory Termination Notice (provided that is shall advise Xxxx that such election has been made on a temporary basis) and if the Company makes such election on a temporary basis, then during the 90 day period following the date on such election, the Company may (in each case by written notice to Xxxx) elect to continue the election under this subsection (b), elect to pay Additional Costs as contemplated under subsection (d) below if such election is available, or elect to have termination pursuant to such Regulatory Termination Notice become effective on the last day of such 90 day period; provided that if the Company elects to have the Regulatory Termination Notice become effective, Xxxx may, in its discretion, reset the date as of which termination is to be effective pursuant to Article 20 hereof to allow sufficient time for such termination to be effected as contemplated thereby and until such termination date occurs, the Company’s temporary election under this clause (b) shall remain in effect.
(c)If Xxxx gives a Regulatory Termination Notice relating to a Regulatory Event that is based on a rule or regulation that, at the time such notice is given, has not yet become effective (including without limitation any rule or regulation resulting from the Federal Reserve Notice of Proposed Rulemaking), then without limiting the minimum 90 day notice period required under clause (a) above, such Regulatory Termination
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Notice shall not become effective prior to the date on which such rule or regulation becomes effective.
(d)If Xxxx gives a Regulatory Termination Notice relating to a Regulatory Event Notice that relates only to the incurrence of Additional Costs, then the Company may elect, by written notice to Xxxx, to compensate Xxxx from time to time for such Additional Costs incurred by Xxxx and so long as the Company compensates Xxxx for such Additional Costs, this Agreement shall not be terminated on the basis of such Regulatory Event Notice; provided that (i) upon giving such notice to Xxxx, the Company Parties shall become obligated to pay all Additional Costs thereafter incurred, subject to clause (iv) below, and without limiting such obligation Xxxx may require that the Company Parties execute such further documents or instruments as Xxxx may request to confirm such obligation, (ii) the amount of such Additional Costs shall be determined by Xxxx in accordance with its internal procedures and shall include Additional Costs directly arising from this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby and the portion of any other Additional Costs allocable, on a pro rata basis, to this Agreement, such Transaction Documents and such transactions, (iii) such Additional Costs shall be documented and invoiced by Xxxx to the Company Parties on a monthly basis and be due and payable within two (2) Business Days after invoicing, it being acknowledged that to the extent feasible, Xxxx will endeavor to include such Additional Costs in the monthly settlement provided for under Section 10.2 hereof and (iv) the Company Parties may elect to cease compensating Xxxx for such Additional Costs by written notice which shall be effective 120 days after being given, in which case Xxxx may reinstate its Regulatory Termination Notice with respect to such Additional Costs.
(e)As used herein, “Federal Reserve Notice of Proposed Rulemaking” means the notice of proposed rulemaking issued by the Board of Governors of the Federal Reserve System titled “Risk-based Capital and Other Regulatory Requirements for Activities of Financing Holding Companies Related to Physical Commodities and Risk-based Capital Requirements for Merchant Banking Investments” (Docket No. R-1547; RIN 7100 AE-58); and “Federal Reserve 620 Report” means the Report to the Congress and the Financial Stability Oversight Council Pursuant to Section 620 of the Xxxx-Xxxxx Act issued in September 2016 by the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation and the Office of the Comptroller of the Currency.
9.7 DISCLAIMER OF WARRANTIES. EXCEPT FOR THE WARRANTY OF TITLE WITH RESPECT TO CRUDE OIL OR PRODUCTS DELIVERED HEREUNDER, NEITHER PARTY MAKES ANY WARRANTY, CONDITION OR OTHER REPRESENTATION, WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS OR SUITABILITY OF THE CRUDE OIL OR PRODUCTS FOR ANY PARTICULAR PURPOSE OR OTHERWISE. FURTHER, NEITHER PARTY MAKES ANY WARRANTY OR REPRESENTATION THAT THE CRUDE OIL OR PRODUCTS CONFORMS TO THE SPECIFICATIONS IDENTIFIED IN ANY CONTRACT WITH ANY THIRD PARTY SUPPLIER.
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ARTICLE 10
PAYMENT PROVISIONS
10.1 Interim Payments.
(a)For each day, Xxxx will calculate a provisional payment (each an “Interim Payment”) which:
(i)if such day is not a Monthly True-Up Date, shall equal (i) the greater of (A) zero and (B) the Cumulative Estimated Daily Net Settlement Amount as of such date minus the LC Threshold Amount as of such date, minus (ii) the Cumulative Interim Paid Amount as of such date; and
(ii)if such day is a Monthly True-Up Date, shall be determined as follows:
(1)Upon the payment of any Monthly True-Up Amount due on such day, Xxxx shall determine the Interim Reset Amount as of such Monthly True-Up Date;
(2)Xxxx shall calculate the Cumulative Estimated Daily Net Settlement Amount as of such date and the Cumulative Interim Paid Amount as of such date after giving effect to the payment of such Monthly True-Up Amount and such Interim Reset Amount; and
(3)the Interim Payment for such Monthly True-up Date shall equal (i) the greater of (A) zero and (B) the Cumulative Estimated Daily Net Settlement Amount as of such date minus the LC Threshold Amount as of such date, minus (ii) the Cumulative Interim Paid Amount as of such date
(iii)For illustrative purposes only, Schedule FF sets forth an example of the computations contemplated by this Section 10.1(a). Such example is not, and is not intended to be, an indication or prediction of the actual results of the computations under this Section 10.1(a), but merely provides an illustration of the manner in which computations are to be made.
(b)For purposes of calculating Interim Payments, Xxxx shall determine, for each day, a daily settlement amount (“Daily Settlement Amount”) shall be the Estimated Daily Net Product Sales times the applicable Daily Price per Schedule B minus the Estimated Daily Net Crude Sales minus an estimate of Ancillary Costs, which shall be denoted as a positive number, for such day to the extent not directly invoiced to the Company, in the manner illustrated on Schedule G and subject to the following terms and conditions. If such amount is a positive number, such amount shall be due from Xxxx to the Company. If such amount is a negative number, then the absolute value thereof shall be due from the Company to Xxxx. With respect to the foregoing calculations and determinations:
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(i)if inventory data needed for the applicable invoice date per Schedule G has not been reported Xxxx will reasonably use the inventory data for the day occurring during the thirty (30) day period preceding such calendar day that results in the largest Estimated Daily Net Crude Sales or the smallest Estimated Daily Net Product Sales (as the case may be); and
(ii)if Xxxx determines a Daily Settlement Amount using any inventory data covered by clause (i) above or determines that any inventory data it has used in such determination was inaccurate, then Xxxx may, at its option, adjust future Daily Settlement Amounts (no more often than once per calendar week) to take account of any corrected inventory data or any inventory data that, if available, would have complied with clause (i) above.
(c)With respect to the Estimated Daily Net Crude Sales and Estimated Daily Net Product Sales,
(i)The Company shall, as of the end of each day, provide to Xxxx inventory reports in the form set forth on Schedule H, showing the quantity of (w) Crude Oil held in Crude Storage Tanks, (x) Crude Oil that is Included Crude Lien Inventory, (y) Products held in Product Storage Tanks and (z) Products that are Included Product Lien Inventory.
(d)For the purposes hereof,
(i)“Estimated Daily Net Crude Sales” for any day shall be the aggregate daily flow through meters R1, R2, and R3 times the applicable Daily Price per Schedule B minus the Estimated Gathering Crude Value minus Lion-Owned Rail Receipts times the applicable Daily Price per Schedule B;
(ii)“Estimated Daily Net Product Sales” for any day and Product shall be the estimate for that day of the Product volume that equals (x) the aggregate volume of such Product held in the Product Storage Tanks at the end of such day, plus the aggregate volume of such Product held in the Included Third Party Product Storage Tanks at the end of such day, plus the Product Linefill at the end of such day, plus the aggregate volume of Included Product Lien Inventory at the end of such day, plus (y) the Daily Product Sales of such Product for such day, minus (z) the aggregate volume of such Product held in the Product Storage Tanks at the beginning of such day, plus the aggregate volume of such Product held in the Included Third Party Product Storage Tanks at the beginning of such day, plus the Product Linefill at the beginning of such day, plus the aggregate volume of Included Product Lien Inventory at the beginning of such day; and
(iii)“Estimated Gathering Crude Value” for any day shall be the Estimated Gathering Tank Injections times (the closing settlement price on the NYMEX for the first nearby light sweet crude oil futures contracts rounded to 4 decimal points minus $[*CONFIDENTIAL*]/bbl).
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(e)For each day, Xxxx shall determine the Estimated Daily Net Crude Sales and Estimated Daily Net Product Sales, in a commercially reasonable manner based on the inventory data and otherwise in the manner contemplated by this Section 10.1 and Schedule G, and to the extent it deems appropriate taking into account such other data as may be relevant to the determination of such estimates.
(f)If Xxxx advises the Company of an Interim Payment on any Business Day, then the Company shall be obligated to pay such Interim Payment to Xxxx on the following Business Day.
(g)For any Business Day, the Interim Payment to be determined and advised by Xxxx shall be the Interim Payment for that day, provided that if such Business Day is followed by one or more non-Business Days (whether weekends or Bank Holidays), then Xxxx shall reasonably determine and advise to the Company the Interim Payment for that Business Day as well as the Interim Payment each of such following non-Business Days and all such Interim Payments shall be due on that Business Day.
(h)[Reserved.]
(i)With respect to the Deferred Interim Payment Amount, the parties agree that:
(i)commencing with the Interim Payment due for the Initial Delivery Date and until such point as the aggregate amount of Interim Payments equals the Deferred Interim Payment Amount, such aggregate amount of Interim Payments shall be deferred so that the first [*CONFIDENTIAL*] of such payments so deferred shall not be required to be paid under Section 10.1, and shall be excluded from the Monthly True-Up Amount calculation under Section 10.2, it being acknowledged that the amount referred to in this clause (i) shall not be due from the Company to Xxxx until the Termination Date hereunder, at which time such amount shall be due and payable in full (unless payment of such amount is accelerated under Article 19); and
(ii)So long as any portion of the Deferred Interim Payment Amount is being deferred pursuant to clause (i) above, it shall be counted as having been paid for purposes of determining any Interim Payments or Monthly True-Up Amounts calculated hereunder (but without prejudice to such amounts being due as contemplated under clause (i) above).
The provisions of this clause (i) have been retained for good order’s sake and to provide a convenient record of the matters covered thereby.
10.2 Monthly True-Up Amount.
(a)Xxxx will use commercially reasonable efforts to provide to the Company, within fifteen (15) Business Days after the end of any month, a calculation and appropriate documentation to support such calculation for such month for a monthly true-
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up payment (the “Monthly True-Up Amount”). The Monthly True-Up Amount for any month shall be equal to:
(i)the Cumulative Interim Paid Amount as of the then current Monthly True-Up Date, minus
(ii)the Gross Monthly Crude Oil Value (as defined on Schedule C); minus
(iii)the sum of the Gross Monthly Product Values (as defined on Schedule C), minus
(iv)the Ancillary Costs for such month, plus
(v)the Monthly Excluded Transaction Fee, plus
(vi)the Monthly Product Sale Adjustment, minus
(vii)the Monthly Cover Costs, plus
(viii)the Monthly Working Capital Adjustment, plus
(ix)any other amount then due from Xxxx to the Company under this Agreement or any other Transaction Document, minus
(x)any Excess LC Fee for such month, minus
(xi)any other amount then due from the Company to Xxxx under this Agreement or any other Transaction Document.
If the Monthly True-Up Amount is a positive number, such amount shall be reflected in the Interim Reset Amount, each as fixed as of the then current Monthly True-Up Date pursuant to Section 10.1(a) above. If the Monthly True-Up Amount is a negative number, then the absolute value thereof shall be due from the Company to Xxxx. The Company shall pay any Monthly True-Up Amount due to Xxxx within two (2) Business Days after the Company’s receipt of the monthly invoice and all related documentation supporting the invoiced amount. Notwithstanding anything herein to the contrary, for purposes of determining the Monthly True-Up Amount with respect to December 2013, the amounts under clauses (ii) and (iii) above shall be determined based on Schedule C as in effect under the Original Agreement immediately prior to the date hereof.
(b)For purposes of determining the amounts due under clauses (i) and (ii) of Section 10.2(a), the definitions and formulas set forth on Schedule C shall apply and for purposes of determining the amount due under clause (viii) of Section 10.2(a), the definitions and formula set forth on Schedule L shall apply.
(c)For the purposes of determining the Monthly True-Up Amount for April 2017 and May 2017, and notwithstanding anything to the contrary on Schedule C, the
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Parties agree that additional sums shall be owing from one Party to the other to reflect the net amounts that would have been due between the Parties had the First Restated Agreement expired on the Expiration Date thereof (including the purchase by the Company of Crude Oil and Products pursuant to the Step-Out Inventory Sales Agreement contemplated thereby) and this Agreement had been entered into and became effective on the Second Adjustment Date (with the purchase by Xxxx on the Second Adjustment Date of Crude Oil and Products pursuant to a document comparable to the Inventory Sales Agreements), the calculation of such net amounts being illustrated on Schedule II hereto. The amounts determined and payable under this Section 10.2(c) shall be included as part of the Monthly True-Up Amounts for April 2017 and May 2017, which shall be payable in May 2017 and June 2017, respectively as further described in Schedule II.
(d)In connection with determining the Monthly True-Up Amount for any month prior to May 2017, the Pricing Benchmarks with respect to the Asphalt Product Group are to be applied so as to implement the following further terms and conditions:
(i)For each month, an amount equal to 25% of the Gross Monthly Product Value (as defined in Schedule C) for Asphalt Product Group for such month shall be determined, which amount may be positive or negative;
(ii)The amount determined under clause (i) above for any month shall be added to the amounts determined for all prior months under clause (i) above (commencing with May 2011 and terminating with April 2017);
(iii)If the sum of the amounts determined under clause (ii) above is positive, such positive sum shall constitute a contingent payable due from Xxxx to the Company;
(iv)If the sum of the amounts determined under clause (ii) above is negative, the absolute value of that sum shall constitute a contingent payable due from the Company to Xxxx; and
(v)Any such contingent payable shall become due from one party to the other only upon termination of this Agreement, in which case such payable shall be settled together with all other amounts due to between the parties in connection with such termination; provided that in the case of termination pursuant to Article 20 hereof, such contingent payable shall be settled as contemplated by Article 20.
10.3 Annual Fee. As additional consideration for the arrangements contemplated hereby, the Company agrees to pay to Xxxx a fee equal to the Annual Fee for each twelve (12) month period during the Term, to be paid in equal quarterly installments, in arrears, on February 1, May 1, August 1 and November 1 of each year and the Termination Date. The Annual Fee shall be prorated for any periods of more or less than three months.
10.4 Invoices.
(a)Invoices shall be prepared and submitted in accordance to Schedule G.
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(b)If the Company in good faith disputes the amount of any invoice issued by Xxxx relating to any amount payable hereunder (including Interim Payments, Monthly True-Up Amounts or Ancillary Costs), it nonetheless shall pay Xxxx the full amount of such invoice by the due date and inform Xxxx in writing of the portion of the invoice with which it disagrees and why; provided that, to the extent that the Company promptly informs Xxxx of a calculation error that is obvious on its face, the Company shall pay Xxxx the undisputed amounts and may retain such disputed amount pending resolution of such dispute. The Parties shall cooperate in resolving the dispute expeditiously. If the Parties agree that the Company does not owe some or all of the disputed amount or as may be determined by a court pursuant to Article 25, Xxxx shall return such amount to the Company, together with interest at the Fed Funds Rate from the date such amount was paid, within two (2) Business Days from, as appropriate, the date of their agreement or the date of the final, non-appealable decision of such court. Following resolution of any such disputed amount, Xxxx will issue a corrected invoice and any residual payment that would be required thereby will be made by the appropriate Party within two (2) Business Days. To the extent that an existing Procurement Contract permits disputed amounts to be retained pending resolution of disputes, the Parties agree to permit disputed amounts to be retained hereunder on the same terms, notwithstanding anything hereunder to the contrary.
10.5 Other Feedstocks. If Xxxx procures any catfeed or other non-Crude Oil feedstocks for the Company to run at the Refinery, the parties shall agree in connection with such procurement upon terms for incorporating the purchase of such feedstocks into the daily and monthly settlements contemplated by Sections 10.1 and 10.2 above.
10.6 Interest. Interest shall accrue on late payments under this Agreement at the Default Interest Rate from the date that payment is due until the date that payment is actually received by the party entitled to such payment.
10.6 Payment in Full in Same Day Funds. All payments to be made under this Agreement shall be made by telegraphic transfer of same day funds in U.S. Dollars to such bank account at such bank as the payee shall designate in writing to the payor from time to time. Except as expressly provided in this Agreement, all payments shall be made in full without discount, offset, withholding, counterclaim or deduction whatsoever for any claims which a Party may now have or hereafter acquire against the other Party, whether pursuant to the terms of this Agreement or otherwise.
ARTICLE 11
LIEN AMOUNTS
11.1 Lien Amounts. Commencing on the Location Conversion Date and from time to time thereafter during the Term, and subject to the terms and conditions of this Agreement, Xxxx will advance to the Company the amount as from time to
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time determined hereunder (such amount, the “Lien Amount”), which shall initially equal the Initial Lien Amount and thereafter be adjusted as provided in Section 11.3 below. The Lien Amount will fluctuate from time to time based on the value and volume of the Included Crude Lien Inventory and Included Product Lien Inventory.
11.2 Initial Lien Amount.
(a)The “Initial Lien Amount” shall equal the sum of Initial Crude Lien Inventory Value and the Initial Product Lien Inventory Value and Xxxx shall advance the Initial Lien Amount to the Company on the Location Conversion Date; provided that (i) if the exact Initial Lien Amount cannot be determined on Location Conversion Date, Xxxx may determine an estimate thereof (the “Estimated Initial Lien Amount”) and notify the Company of such estimate, in which case the Estimated Initial Lien Amount shall be the amount paid on such date and promptly thereafter Xxxx shall determine the exact Initial Lien Amount and if such amount differs from the Estimated Initial Lien Amount, one party shall promptly make such payment to the other party so that as a result Xxxx has paid an amount equal to the Initial Lien Amount and (ii) the Parties agrees that the Estimated Initial Lien Amount and any adjustment payment required under clause (i) shall be effected by adjustments to the Interim Payments under Section 10.1 hereof.
(b)No later than three (3) Business Days prior to Location Conversion Date (or such later date as may be agreed by Xxxx), the Company shall deliver to Xxxx a notice containing the estimated Included Crude Lien Inventory and the estimated Included Product Lien Inventory.
(c)The Parties acknowledge and agree that (i) the volume determination procedures used under the Specified Inventory Sales Agreement shall be applied in determining the volumes relevant to the determination of the Initial Lien Amount and the Estimated Initial Lien Amount, (ii) for any Product Group remaining as of the Location Conversion Date, the portion of the Estimated Initial Lien Amount related thereto shall be equal to the portion of the estimated amount payable under the Specified Inventory Sales Agreement for such Product Group and (iii) for any Product Group remaining as of the Location Conversion Date, the portion of the Initial Lien Amount related thereto shall be equal to the portion of the definitive amount payable under the Specified Inventory Sales Agreement for such Product Group.
11.3 Interim Payments.
(a)With respect to each day from and after the Location Conversion Date during the Term, Xxxx shall calculate, as provided in Section 10.1(b), the Estimated Daily Net Crude Sales and Estimated Daily Net Product Sales which shall be due from one Party to the other and settled as provided therein; provided that Xxxx shall not be obligated to pay any such Interim Payment to the Company at any time that a Default (of which Xxxx has provided notice to the Company) or Event of Default with respect to the Company or XXXX has occurred and is continuing.
(b)The “Interim Adjustment Amount” means, for any day, the amount determined by Xxxx as an interim adjustment to the Lien Amount, by applying the applicable Daily Prices to the day over day change in the Included Product Lien
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Inventory and Included Crude Lien Inventory, which may be a positive or negative amount. If positive, the Interim Adjustment Amount shall increase the Lien Amount and if negative, the Interim Adjustment Amount shall decrease the Lien Amount.
11.4 [Reserved]
11.5 Delivery of Inventory Collateral.
(a)If any Crude Oil that is Inventory Collateral in a Specified Lien Location passes directly from such Specified Lien Location to an Included Location, then title and risk of loss thereto shall pass from the Company to Xxxx as such Crude Oil enters the first permanent flange of the Included Location.
(b)If any Crude Oil owned by Xxxx in an Included Location passes directly from such Included Location into a Specified Lien Location, then title and risk of loss thereto shall pass from Xxxx to the Company as such Crude Oil exits the Included Location.
(c)If any Products that are Inventory Collateral in a Specified Lien Location pass directly from such Specified Lien Location to an Included Location, then title and risk of loss thereto shall pass from the Company to Xxxx as such Products enter the first permanent flange of the Included Location.
(d)If any Products owned by Xxxx in an Included Location pass directly from such Included Location into a Specified Lien Location, then title and risk of loss thereto shall pass from Xxxx to the Company as such Products exit the Included Location.
11.6 Remedies upon Event of Default. If an Event of Default with respect to the Company occurs and Xxxx exercises its remedies under Article 19 hereof, then without limiting any rights and remedies that Xxxx may have thereunder, under the Transaction Documents or otherwise, it is agreed that:
(a)
(i)Xxxx may terminate its obligation to make any further payments or advances to the Company with respect to any Lien Amount and declare the then outstanding Lien Amounts to be due and payable, except that in the case of an Event of Default under Section 19.1(d), Aron’s obligation to make any further payments or advances to the Company with respect to the Lien Amounts shall automatically be terminated and the then outstanding Lien Amounts shall automatically be immediately due and payable without any election, notice or action on the part of Xxxx; provided that the amount due to Xxxx as a result of such termination and acceleration shall include all amounts accrued on such Lien Amounts to the date of such termination and all losses and costs which Xxxx incurs as a result of maintaining, terminating or obtaining any related hedge positions and in doing so Xxxx may use such pricing and rate references as Xxxx xxxxx appropriate in its commercially reasonable judgment, including references
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to such futures, forward, swap and options markets as it shall select in its reasonable judgment; and
(ii)Xxxx may, in its discretion, include any amount determined under clause (i) above in any net settlement (including under Section 19.2(f) hereof), exercise of setoff rights (including under Section 19.2(i) hereof) or in the exercise of other rights whether by agreement, at law or in equity (including rights of recoupment) that Xxxx may have.
The foregoing shall in no way limit or be deemed to limit any other rights or remedies of Xxxx under this Agreement or any other Transaction Document, including its rights to apply the proceeds of any Inventory Collateral to any Obligations.
11.7 Settlement at Termination. In the event this Agreement terminates pursuant to Article 20 hereof, the following provisions shall apply with respect to all Lien Amounts:
(a)The Lien Amounts outstanding as of the Termination Date shall be due and payable by the Company to Xxxx, together with all amounts accrued thereon through such Termination Date;
(b)All amounts referred to in clause (a) above shall be included in the Termination Amount under Section 20.2(a); and
(c)In determining the Estimated Termination Amount and the Termination Holdback Amount, Xxxx may, in its commercially reasonable judgment, take account of any amounts due under clause (a) above that will not be definitively determined as of the Termination Date and/or which will be subject to any true-up or adjustment following the Termination Date.
11.8 Eligible Hydrocarbon Inventory.
(a)By no later than 3:00 p.m. CPT on each Business Day, the Company shall provide to Xxxx, via email, a report in form and substance reasonably satisfactory to Xxxx as illustrated in Schedule H (the “Inventory Report”) showing the inventory quantities that then constitute Eligible Hydrocarbon Inventory, including the quantity and location of each type of inventory.
(b)Notwithstanding the inventory quantities shown in an Inventory Report, if Xxxx in its reasonable judgment and in good faith determines that any of such quantities do not constitute Eligible Hydrocarbon Inventory, then Xxxx may exclude such quantities from the Eligible Hydrocarbon Inventory for purposes hereof.
(c)By delivering an Inventory Report, the Company shall be deemed to represent and warrant to Xxxx (to the same extent as if set forth in this Agreement) that all Hydrocarbons identified as Eligible Hydrocarbon Inventory in such report meet all the requirements of Eligible Hydrocarbon Inventory set forth in this Agreement.
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ARTICLE 12
INDEPENDENT INSPECTORS; STANDARDS OF MEASUREMENT
12.1 Xxxx shall be entitled at Aron’s own cost and expense to have Supplier’s Inspector present at any time the Volume Determination Procedures are to be applied in accordance with the terms of this Agreement and to observe the conduct of Volume Determination Procedures.
12.2 In addition to its rights under Section 12.1, Xxxx may, from time to time during the Term of this Agreement, upon reasonable prior notice to the Company (which notice the Company shall forward to any applicable owners or operators) and at Aron’s own cost and expense, have Supplier’s Inspector conduct surveys and inspections of any of the Storage Facilities or observe any Crude Oil or Product transmission, handling, metering or other activities being conducted at such Storage Facilities or the Delivery Points; provided that such surveys, inspections and observations shall not materially interfere with the ordinary course of business being conducted at such Storage Facilities or the Refinery and shall be conducted in accordance with all Applicable Laws and permits; provided further, that (i) Aron’s personnel and its representatives shall follow routes and paths designated by the applicable operator or security personnel employed by such operator, (ii) Aron’s personnel and its representatives shall observe Applicable Laws and all security, fire and safety directives, procedures, regulations and guidelines then in effect at such location while, in, around or about such location, and (iii) Xxxx shall be liable for any loss, liability, damage, claim or expense caused by the negligence, willful misconduct or other tortious conduct of such Xxxx personnel and/or its representatives.
12.3 In the event that recalibration of meters, gauges or other measurement equipment is requested by Xxxx, such as “strapping,” the Parties shall select a mutually agreeable certified and licensed independent petroleum inspection company (the “Independent Inspection Company”) to conduct such recalibration. The cost of the Independent Inspection Company is to be shared equally by the Company and Xxxx.
12.4 Standards of Measurement. All quantity determinations herein will be corrected to sixty (60) degrees Fahrenheit based on a U.S. gallon of two hundred thirty one (231) cubic inches and forty two (42) gallons to the Barrel, in accordance with the latest supplement or amendment to ASTM-IP petroleum measurement tables (Table 6A of ASTM-IP for Feedstocks and Table 6B of ASTM-IP for Products).
12.5 To the extent that the Company or XXXX receives any inventory reports relating to a survey of the quantity and quality of the physical inventory pursuant to the Stock Purchase Agreement or generated by any third party, Xxxx shall promptly receive the survey report generated thereunder, which report shall be addressed to Xxxx.
12.6 Each Party agrees to provide the other Parties with reasonable access to any reports and other information provided to it by third party service providers (including storage facilities and pipelines) with respect to volumes of Crude Oil and Products that are subject to this Agreement and held and/or transported by such third party service providers.
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12.7 A Company Party or MLP Party may require any party requesting entry to a Storage Facility or the Refinery on behalf of, at the request of, or for the benefit of Xxxx, prior to permitting them to enter such location, to enter into an access agreement, provided the terms and conditions of such access agreement are reasonable and typical of such agreements required by other operators in the area local to such location. Notwithstanding anything to the contrary herein, the indemnification provisions of such access agreement shall control over the indemnification provisions herein with respect to any Liabilities directly or indirectly arising out of Xxxx or its employees, representatives, agents or contractors exercising any inspection or access rights granted herein.
ARTICLE 13
FINANCIAL INFORMATION; CREDIT SUPPORT; AND ADEQUATE ASSURANCES
13.1 Provision of Financial Information. The Company shall provide Xxxx (i) within ninety (90) days following the end of each of its fiscal years, (a) a copy of the annual report on Form 10-K, containing audited consolidated financial statements of Guarantor and its consolidated subsidiaries for such fiscal year certified by independent certified public accountants and (b) the balance sheet, statement of income and statement of cash flow of the Company for such fiscal year, as reviewed by the Company’s independent certified public accountants, and (ii) within sixty (60) days after the end of its first three fiscal quarters of each fiscal year, a copy of the quarterly report, containing unaudited consolidated financial statements Guarantor and its consolidated subsidiaries for such fiscal quarter; provided that so long as Guarantor is required to make public filings of its quarterly and annual financial results pursuant to the Exchange Act, such filings are available on the SEC’s XXXXX database and such filings are made in a timely manner, then the Company will not be required to provide such annual or quarterly financial reports of Guarantor to Xxxx. In all cases the statements shall be for the most recent accounting period and prepared in accordance with GAAP or such other principles then in effect.
13.2 Additional Information. Upon reasonable notice, the Company shall provide to Xxxx such additional information as Xxxx may reasonably request to enable it to ascertain the current financial condition of the Company, including product reports substantially in the form of Schedule S.
13.3 Notification of Certain Events. The Company shall notify Xxxx, in the case of clauses (a), (b), (e) and (f) below within four (4) Business Days and, in the case of clause (c) and (d) below within one (1) Business Day, after learning of any of the following events:
(a)The Company’s or any of its Affiliates’ binding agreement to sell, lease, sublease, transfer or otherwise dispose of, or grant any Person (including an
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Affiliate) an option to acquire, in one transaction or a series of related transactions, all or a material portion of the Refinery assets;
(b)Either Company Party’s, any of its Subsidiaries’, the Guarantor’s or any of their other Affiliates’ binding agreement to consolidate or amalgamate with, merge with or into, or transfer all or substantially all of its assets to, another entity (including an Affiliate), but in the case of any such other Affiliate only if such transaction would limit or otherwise apply to or in any material respect affect any of the business, assets or operations of the Company or XXXX;
(c)An early termination of or any notice of “event of default” under any Base Agreement;
(d)An early termination of or any notice of “event of default” under the Guarantee;
(e)A material amendment to any Existing Financing Agreement or any other Financing Agreement; or
(f)The execution of any agreement or other instrument or the announcement of any transaction or proposed transaction by the Guarantor or any of its Affiliates relating to a change of control of the Guarantor;
provided that, with respect to clauses (a), (b), (e) and (f), no such notice shall be required if such event have been reported by the Guarantor on a Form 8-K that has been filed by the Guarantor with the SEC in a timely manner.
13.4 Credit Support.
(a)Guarantee. As a condition to Xxxx entering into this Agreement, the Company has agreed to cause the Guarantor to provide the Guarantee to Xxxx, as credit support for the prompt and complete performance and payment of all of the Company’s obligations hereunder, and all costs and expenses (including but not limited to the reasonable costs, expenses, and external attorneys’ fees of Xxxx) of amending and maintaining the Guarantee shall be borne by the Company.
(b)Letters of Credit.
(i)The Company may, from time to time, provide to Xxxx one or more Letters of Credit as additional credit support and margin for or to secure prompt and complete payment and performance of all of the Company’s and XXXX’x obligations hereunder; provided that all costs and expenses (including but not limited to the reasonable costs, expenses, and external attorneys’ fees of Xxxx) of establishing, renewing, substituting, canceling, increasing, and reducing the amount of (as the case may be) the Letters of Credit shall be borne by the Company.
(ii)A Letter of Credit shall provide that Xxxx may draw upon the Letter of Credit in an amount (up to the face amount for which the Letter of Credit has been issued) that is equal to all amounts that are due and owing from the Company or XXXX but have not been paid to Xxxx within the time allowed for such payments under this Agreement or any other Transaction Document (including any related notice or grace period or both). A Letter of Credit shall provide that a drawing shall be made on the Letter of Credit upon submission to
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the bank issuing the Letter of Credit of one or more certificates specifying the amounts due and owing to Xxxx in accordance with the specific requirements of the Letter of Credit.
(iii)If the Company shall fail to renew, extend or replace a Letter of Credit more than twenty (20) Business Days prior to its expiry date, then Xxxx may draw on the entire, undrawn portion of such outstanding Letter of Credit upon submission to the bank issuing such Letter of Credit of one or more certificates specifying the amounts due and owing to Xxxx in accordance with the specific requirements of the Letter of Credit. Any proceeds received as a result of such drawing may, in Aron’s discretion, be applied in payment of any amount due to Xxxx hereunder or under the other Transaction Documents (including any amount being due under Section 10.1 above) or retained as additional cash collateral and margin to secure the prompt and complete the payment and performance of, all of the Company’s and XXXX’x obligations hereunder. The Company shall remain liable for any amounts due and owing to Xxxx and remaining unpaid after the application of the amounts so drawn by Xxxx.
(iv)Provided no Default (of which Xxxx has provided notice to the Company) or Event of Default by the Company or XXXX has occurred and is continuing, upon the Company’s request, Xxxx shall cooperate with the Company in a commercially reasonable manner to implement a reduction of the available amount under any outstanding Letters of Credit that have been provided to Xxxx hereunder by the Company Parties; provided that if any minimum available amount requirement is applicable hereunder with respect to such Letters of Credit, no such reduction shall be made that results in the aggregate available amount thereunder being less than such minimum available amount requirement.
(c)The Parties agree that the Company Parties may request that Xxxx release its lien on the portion of the Inventory Collateral that is located in the Colonial and Plantation Pipeline Systems and any asphalt terminal that are not Included Locations if the Company Parties are able to obtain financing from an unaffiliated third party based on such portion of the Inventory Collateral and Xxxx will agree to provide such release to the Company Parties provided that Xxxx and such third party, concurrently with such release, enter into acknowledgment and intercreditor documentation in form and substance reasonably satisfactory to Xxxx.
(d)Nothing in this Section 13.4 shall limit any rights of Xxxx under any other provision of this Agreement, including under Article 19 below.
13.5 Adequate Assurances. If, during the Term of this Agreement, a Material Adverse Change has occurred with respect to the Company and is continuing, then Xxxx may notify the Company thereof and demand in writing that the Company provide to Xxxx adequate assurance of the Company’s ability to perform its obligations hereunder. Such adequate assurance (the “Adequate Assurance”) may take the form of a prepayment from the Company to Xxxx in such amount as Xxxx reasonably deems sufficient, a provision of additional credit support in the form of letters of credit, third party guaranties and/or collateral security in such forms and amount and
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provided by such parties as Xxxx reasonably deems sufficient or such other form of assurance as Xxxx reasonably deems sufficient, in each case taking into account such Material Adverse Change. If such Adequate Assurance is not received within ten (10) Business Days after such demand by Xxxx, then such failure shall constitute an Event of Default by the Company under clause (i) of Section 19.1.
ARTICLE 14
REFINERY TURNAROUND, MAINTENANCE AND CLOSURE
14.1 The Company shall promptly notify Xxxx in writing of the date for which any maintenance or turnaround at the Refinery has been scheduled, or any revision to previously scheduled maintenance or turnaround, which may impair receipts of Crude Oil at the Refinery or the Storage Facilities, the processing of Crude Oil in the Refinery or the delivery of Products to Xxxx or by Xxxx to the Company or any third parties; provided that, (i) promptly after the Company completes its annual business plan with respect to any year, it shall notify Xxxx of any such maintenance or turnaround contemplated with respect to such year and (ii) the Company shall give Xxxx at least two (2) months’ prior written notice of any such scheduled maintenance or turnaround.
14.2 The Company shall promptly notify Xxxx orally (followed by prompt written notice) of any previously unscheduled material downtime, maintenance or turnaround and its expected duration.
14.3 In the event of a scheduled shutdown of the Refinery, the Company shall, to the extent feasible, complete processing of all Crude Oil being charged to, processed at or consumed in the Refinery at that time.
14.4 Treatment of Identified Facilities.
(a)Subject to Section 14.4(b) below, if at any time Xxxx determines that all or any portion of the facilities constituting an Included Location or Specified Lien Location (in each case, “Identified Facilities”) fail to satisfy Aron’s then applicable policies and procedures relating to the prudent maintenance and operation of storage tanks, pipeline facilities, vessels and other infrastructure used to store or transport Crude Oil and/or Products (“Aron’s Policies and Procedures”), and without limiting any other rights and remedies available to Xxxx hereunder or under any other Transaction Document, Xxxx may provide the Company notice of such failure so long as such failure is continuing and, if Xxxx provides such notice, the following provisions shall be applicable: (i) in the case of any Identified Facilities that are subject to the Storage Facilities Agreement, upon such date as Xxxx shall specify, such Identified Facilities shall cease to constitute an Included Location (or part of an Included Location) for purposes hereof and any payment to Xxxx in respect of any Crude Oil or Products held in such Identified Facilities shall become due in accordance with the provisions of Section 10 hereof; (ii) in the case of any Identified Facilities that are subject to a Required Storage and Transportation Arrangement, the Parties shall endeavor as promptly as reasonably practicable to execute such rights, provide such notices, negotiate such reassignments or terminations and/or
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take such further actions as Xxxx xxxxx necessary or appropriate to terminate Aron’s status as the party entitled to use and/or hold Crude Oil or Products at such Identified Facilities and, concurrently with effecting the termination of such status, such Identified Facilities shall cease to constitute an Included Location (or part of an Included Location) for purposes hereof and any payment to Xxxx in respect of any Crude Oil or Products held in such Identified Facilities shall become due in accordance with the provisions of Section 10 hereof and (iii) in the case of any Identified Facilities that are Specified Lien Locations, such Identified Facilities shall cease to constitute a Specified Lien Location (or part of a Specified Lien Location) for purposes hereof and any payment to Xxxx in respect of any Crude Oil or Products held in such Identified Facilities shall become due in accordance with the provisions of Sections 10 and 11 hereof. Aron’s Policies and Procedures are, as of the Second Amendment Restatement Date, in accordance with and not in excess of standards and requirements under Applicable Law and good and prudent industry custom, practices and procedures, provided that Xxxx may from time to time adjust Aron’s Policies and Procedures. If any tank or pipeline has ceased to be an Included Location or Specified Lien Location pursuant to this Section 14.4(a) and thereafter such tank or pipeline is returned to service or reactivated and Xxxx determines, in its reasonable good faith judgment, that such tank or Identified Facilities is compliant with the standards or requirements imposed under Applicable Law or good and prudent industry custom, practice and procedures, then Xxxx shall promptly cooperate with the Company to reestablish such tank or pipeline as an Included Location or Specified Lien Location hereunder (subject to application of Section 14.4(b)(ii) below with respect to reestablishing a tank or pipeline as an Included Location).
(b)Aron’s rights under Section 14.4(a) above are subject to the following additional terms and conditions:
(i)Xxxx shall apply Aron’s Policies and Procedures with respect to the Included Locations or Specified Lien Locations in a non-discriminatory manner as compared with other similar storage tanks and pipeline facilities utilized in a similar manner; and
(ii)If Aron’s Policies and Procedures exceed the standards or requirements imposed under Applicable Law or good and prudent industry custom, practice and procedures, then such excess standards or requirements shall only be applied with respect to determining whether an Included Location is an Identified Facility. If, as a result of the application of such excess standards or requirements, any Included Location is determined to be an Identified Facility, then (1) Xxxx shall not require the removal of such Identified Facilities as Included Locations until the 60th day after giving the Company written notice of such failure, unless in Aron’s reasonable judgment such failure presents an imminent risk relating to such Identified Facility in which case Xxxx may require that such Identified Facility immediately cease to constitute an Included Location and the terms of Section 14.4(a) shall immediately become applicable, (2) during such 60 day period, Xxxx shall consult with the Company in good faith to determine whether based on further information provided by the Company such Identified Facilities comply with Aron’s Policies and Procedures and/or whether
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additional actions or procedures can be taken or implemented so that, as a result, such Identified Facilities would comply with Aron’s Policies and Procedures, and (3) if it is determined that such Identified Facilities do comply with Aron’s Policies and Procedures or, as a result of such additional actions or procedures, such Identified Facilities become so compliant within such 60 day period, then such Identified Facilities shall not cease to be Included Locations based on the noncompliance stated in Aron’s notice to the Company; and
(iii)If pursuant to clause (ii) above any Identified Facility ceases to be an Included Location as a result of the application of such excess standards or requirements referred to therein, but otherwise complies with Aron’s Policies and Procedures that are not in excess of standards and requirements under Applicable Law and good and prudent industry custom, practices and procedures, then such Included Location shall become a Specified Lien Location as of the date it ceases being an Included Location. It is acknowledged that the provisions of clause (ii) above only apply to an Identified Facility that is an Included Location, not a Specified Lien Location.
(c)The Company Parties further agree that the Company will promptly notify Xxxx in writing of any Included Location or Specified Lien Location that (i) the Company or XXXX removes from service, for any reason and if removal from service is anticipated to be more than 30 days or (ii) has had no bulk movements of Crude Oil or Products during any period of 60 consecutive days or has otherwise been designated or categorized as no longer being active or in use for at least 60 consecutive days and has de minimis inventory and then, in either such case, Xxxx shall, within 5 Business Days after receipt of such notice, advise the Company whether the tank or pipeline constituting such Included Location or Specified Lien Location shall cease to constitute an Included Location or Specified Lien Location for purposes hereof. If Xxxx advises the Company Parties that any such tank or pipeline is to cease to be an Included Location or Specified Lien Location, such change in status shall occur on the effective date specified by Xxxx. If any tank or pipeline has ceased to be an Included Location or Specified Lien Location pursuant to this Section 14.4(c) and thereafter such tank or pipeline is returned to service or reactivated and Xxxx determines, in its reasonable good faith judgment, that such tank or pipeline is compliant with Aron’s Policies and Procedures, then Xxxx shall promptly cooperate with the Company to reestablish such tank or pipeline as an Included Location or Specified Lien Location hereunder.
(d)With respect to any Included Location that is subject to a Required Storage and Transportation Arrangement (other than a Required MLP Arrangement), the Company Parties shall use their commercially reasonable efforts to arrange for Xxxx to be permitted, from time to time, to conduct inspections of such Included Location for purposes of determining whether such Included Location satisfies Aron’s Policies and Procedures. If despite such efforts, the Company Parties are unable to make such arrangements with respect to an Included Location, then upon written notice from Xxxx to the Company such Included Location shall be converted to a Specified Lien Location.
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(e)With respect to any Included Location or Specified Lien Location that is owned or operated by either Company Party or any MLP Party, the Company Parties shall from time to time permit or cause a MLP Party to permit Xxxx to conduct inspections of such Included Location or Specified Lien Location for purposes of determining whether such Included Location or Specified Lien Location satisfies Aron’s Policies and Procedures. If the Company Parties fail to comply with the foregoing requirement with respect to any Included Location or Specified Lien Location, then upon written notice from Xxxx to the Company such Included Location or Specified Lien Location shall cease to constitute an Included Location or Specified Lien Location for purposes hereof.
ARTICLE 15
TAXES
15.1 The Company shall pay and indemnify and hold Xxxx harmless against, the amount of all sales, use, gross receipts, value added, severance, ad valorem, excise, property, spill, environmental, transaction-based, or similar taxes, duties and fees, howsoever designated (each, a “Tax” and collectively, “Taxes”) regardless of the taxing authority, and all penalties and interest thereon, paid, owing, asserted against, or incurred by Xxxx directly or indirectly with respect to the Crude Oil procured and sold, and the Products purchased and resold, and other transactions contemplated hereunder to the greatest extent permitted by Applicable Law; in the event that the Company is not permitted to pay such Taxes, the amount due hereunder shall be adjusted such that the Company shall bear the economic burden of the Taxes. The Company shall pay when due such Taxes unless there is an applicable exemption from such Tax, with written confirmation of such Tax exemption to be contemporaneously provided to Xxxx. To the extent Xxxx is required by law to collect such Taxes, one hundred percent (100%) of such Taxes shall be added to invoices as separately stated charges and paid in full by the Company in accordance with this Agreement, unless the Company is exempt from such Taxes and furnishes Xxxx with a certificate of exemption; provided, however, that (i) the failure of Xxxx to separately state or collect Taxes from the Company shall not alter the liability of the Company for Taxes and (ii) Xxxx shall only be liable for Taxes if and to the extent that Taxes have been separately stated and collected from the Company. Xxxx shall be responsible for all taxes imposed on Aron’s net income.
15.2 If the Company disagrees with Aron’s determination that any Tax is due with respect to transactions under this Agreement, the Company shall have the right to seek a binding administrative determination from the applicable taxing authority, or, alternatively, the Company shall have the right to contest any asserted claim for such Taxes in its own name, subject to its agreeing to indemnify Xxxx for the entire amount of such contested Tax (including any associated interest and/or late penalties) should such Tax be deemed applicable. Xxxx agrees to reasonably cooperate with the Company, at the Company’s cost and expense, in the event the Company determines to contest any such Taxes. Notwithstanding anything to the contrary in Section 15.1, the Company shall not be obligated to indemnify Xxxx with respect to any penalties or interest resulting from (and only to the extent of and attributable to) Aron’s negligence in preparing and filing any property tax returns that are to be prepared and filed by Xxxx with respect hereto; provided any information that the Company has provided to Xxxx for
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purposes of such returns is accurate and complete, and made available by the Company to Xxxx in a timely manner. If the Company apprises Xxxx in a timely manner of any verifiable discounts available for early filing of any such property tax returns that Xxxx is to file, Xxxx shall use its commercially reasonable efforts to avail itself of such discounts and if any such discount is obtained, the amount to be indemnified by the Company under Section 15.1 shall be the discounted amount.
15.3 The Company and Xxxx shall promptly inform each other in writing of any assertion by a taxing authority of additional liability for Taxes in respect of said transactions. Any legal proceedings or any other action against Xxxx with respect to such asserted liability shall be under Aron’s direction, but the Company shall be consulted. Any legal proceedings or any other action against the Company with respect to such asserted liability shall be under the Company’s direction, but Xxxx shall be consulted. In any event, the Company and Xxxx shall fully cooperate with each other as to the asserted liability. Each Party shall bear all the reasonable costs of any action undertaken by the other at the Party’s request.
15.4 Any other provision of this Agreement to the contrary notwithstanding, this Article 15 shall survive until ninety (90) days after the expiration of the statute of limitations for the assessment, collection, and levy of any Tax.
ARTICLE 16
INSURANCE
16.1 Insurance Coverages. The Company shall procure and maintain in full force and effect throughout the Term of this Agreement insurance coverages of the following types and amounts and with insurance or reinsurance companies rated not less than A- X by A.M. Best, or otherwise an equivalent rating agency:
(a)Property damage coverage on an “all risk” basis subject to policy terms, conditions, and exclusions without flood, earthquake, windstorm, tsunami and terrorism exclusions in an amount sufficient to cover the greater of the market value or potential full replacement cost of all Crude Oil and Products owned by Xxxx or the Company Parties in inventory at any location hereunder. In the event that the market value or potential full replacement cost of all Crude Oil and Products exceeds the insurance limits available or the insurance limits available at commercially reasonable rates in the insurance marketplace, the Company will maintain the highest insurance limit available at commercially reasonable rates; provided, however, that the Company will promptly notify Xxxx of the Company’s inability to fully insure any Crude Oil and Products and provide full details of such inability. Such policies shall be endorsed to name Xxxx as a loss payee with respect to any of Aron’s Crude Oil or Product in the care, custody or control of the Company. Notwithstanding anything to the contrary herein, Xxxx, may, at its option and its sole expense, endeavor to procure and provide such property damage coverage for the Crude Oil and Products; provided that, to the extent any such insurance is duplicative with insurance procured by the Company, the insurance procured by the Company shall in all cases represent, and be written to be, the primary coverage.
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(b)Commercial General Liability coverage which includes bodily injury, property damage, contractual liability, cross suit liability, and products and completed operations liability coverage in a minimum amount of $[*CONFIDENTIAL*] per occurrence and $[*CONFIDENTIAL*] in the aggregate;
(c)Pollution Legal Liability inclusive of gradual and sudden and accident coverage in a minimum amount of $[*CONFIDENTIAL*] per occurrence and in the aggregate;
(d)Wharfinger’s/Charterer’s Liability insurance (if applicable) in a minimum amount of $[*CONFIDENTIAL*] per occurrence and in the aggregate;;
(e)(i) Workers’ Compensation in the amount required by Applicable Law, and (ii) Employer’s Liability with a minimum amount of $[*CONFIDENTIAL*] per accident, $[*CONFIDENTIAL*] per disease, and $[*CONFIDENTIAL*] aggregate ;
(f)Automobile Liability coverage in a minimum amount of $[*CONFIDENTIAL*] combined single limit for all owned/hired/non-owned vehicles; and
(g)Umbrella/Excess Liability coverage providing coverage on a follow-form basis with respect the coverage required under Article 16.1(b), (c), (d), (e)(ii) and (f) in a minimum amount of $[*CONFIDENTIAL*] per occurrence and in the aggregate.
16.2 Additional Insurance Requirements.
(a)The foregoing policies in Article 16.1 shall include or provide waiver of subrogation for the benefit of Xxxx and the insurance shall be primary and non-contributory from Aron’s insurance. The foregoing policies with the exception of those listed in Articles 16.1(a), and 16.1(c)(i) shall include Xxxx, its subsidiaries, and affiliates and their respective directors, officers, employees and agents as additional insured. The foregoing policy in Article 16.1(a) shall include Xxxx as loss payee and/or lender loss payee with respect the Crude Oil and Products.
(b)The Company shall cause its insurance carriers to xxxxxxx Xxxx with insurance certificates, in XXXXX form or equivalent form reasonably satisfactory to Xxxx, evidencing the existence of the coverages and the endorsements required above. The Company shall provide thirty (30) days’ written notice prior to cancellation of insurance becoming effective. The Company also shall provide renewal certificates within ten (10) days after expiration of the policy.
(c)The mere purchase and existence of insurance does not reduce or release either Party from any liability incurred or assumed under this Agreement.
(d)The Company shall comply with all notice and reporting requirements in the foregoing policies and timely pay all premiums.
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(e)The Company shall be responsible for any deductibles or retentions that are applicable to the insurance required pursuant to Article 16.1.
ARTICLE 17
FORCE MAJEURE
17.1 If a Party is rendered unable by an event of Force Majeure to perform in whole or in part any obligation or condition of this Agreement (the “Affected Party”), it shall not be liable to the other Party to perform such obligation or condition (except for payment and indemnification obligations) for so long as the event of Force Majeure exists and to the extent that performance is prevented or materially hindered by such event of Force Majeure; provided, however, that the Affected Party shall use any commercially reasonable efforts to mitigate, avoid or remove the event of Force Majeure. During the period that performance by the Affected Party of a part or whole of its obligations has been suspended by reason of an event of Force Majeure, the other Party (the “Non-Affected Party”) likewise may suspend the performance of all or a part of its obligations to the extent that such suspension is commercially reasonable, except for any payment and indemnification obligations. The Parties acknowledge that if, as a result of a Force Majeure, the Company were to suspend its receipt and/or processing of Crude Oil, then Xxxx would be entitled to suspend, to a comparable extent, its purchasing of Products. To the extent that Xxxx is unable to perform hereunder as a result of any event of Force Majeure as described in the last sentence of the definition of such term set forth above, such event shall constitute a material hindrance for purposes of this Article 17.
17.2 The Affected Party shall give prompt notice to the Non-Affected Party of its declaration of an event of Force Majeure, to be followed by written notice within twenty-four (24) hours after receiving notice of the occurrence of a Force Majeure event, including, to the extent feasible, the details and the expected duration of the Force Majeure event and the volume of Crude Oil or Products affected. The Affected Party also shall promptly notify the Non-Affected Party when the event of Force Majeure is terminated. However, the failure or inability of the Affected Party to provide such notice within the time periods specified above shall not preclude it from declaring an event of Force Majeure.
17.3 In the event the Affected Party’s performance is suspended due to an event of Force Majeure in excess of ninety (90) consecutive days after the date that notice of such event is given, and so long as such event is continuing, the Non-Affected Party, in its sole discretion, may terminate or curtail its obligations under this Agreement affected by such event of Force Majeure (the “Affected Obligations”) by giving notice of such termination or curtailment to the Affected Party, and neither Party shall have any further liability to the other in respect of such Affected Obligations to the extent terminated or curtailed, except for the rights and remedies previously accrued under this Agreement, any payment and indemnification obligations by either Party under this Agreement and the obligations set forth in Article 20.
17.4 If any Affected Obligation is not terminated pursuant to this Article 17 or any other provision of this Agreement, performance shall resume to the extent made possible by the end or amelioration of the event of Force Majeure in accordance with the terms of this Agreement; provided, however, that the term of this Agreement shall not be extended.
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17.5 The Parties acknowledge and agree that the right of Xxxx to declare a Force Majeure based upon any failure by a Third Party Supplier to deliver Crude Oil under a Procurement Contract is solely for purposes of determining the respective rights and obligations as between Xxxx and the Company with respect to any Crude Oil delivery affected thereby, and any such declaration shall not excuse the default of such Third Party Supplier under one or more Procurement Contracts. Any claims that Xxxx may have as a result of such Third Party Supplier’s failure shall be subject to Section 5.9 and any other applicable provisions of this Agreement relating to claims against third parties.
17.6 If at any time during the Term any of the Required Storage and Transportation Arrangements cease to be in effect (in whole or in part), any of the Included Crude Pipeline, Included Product Pipeline or Included Third Party Storage Tanks cease, in whole or in part, to be available to Xxxx pursuant to the Required Storage and Transportation Arrangements or any Third Party Lien Location ceases, in whole or in part, to be available to the Company or XXXX, and the foregoing is a result of or attributable to any owner or operator of the Included Crude Pipeline, Included Product Pipeline, Included Third Party Storage Tanks or Third Party Lien Location becoming Bankrupt or breaching or defaulting in any of its obligations relating to the Required Storage and Transportation Arrangements or its contractual obligations to the Company or XXXX, then:
(a)The Company shall promptly use commercially reasonable efforts to establish (i) in the case of a Required Storage and Transportation Arrangement, alternative and/or replacement storage and transportation arrangements subject to a Required Storage and Transportation Arrangement for Aron’s benefit and no less favorable to Xxxx (in Xxxx’x reasonable judgment) than those that have ceased to be available and (ii) in the case of a Third Party Lien Location, an alternative and/or replacement storage and transportation arrangement to serve as a replacement for the location that ceased to be a Third Party Lien Location;
(b)Until such alternative and/or replacement arrangements complying with clause (a) above have been established, each Party shall be deemed to have been affected by an event of Force Majeure and its obligations under this Agreement shall be curtailed to the extent such performance is prevented or materially hindered by such lack of effectiveness of any Required Storage and Transportation Arrangements, Third Party Lien Location or the availability of any pipeline or storage facility related thereto; and
(c)Without limiting the generality of the foregoing, in no event shall Xxxx have any obligation under or in connection with this Agreement to store Crude Oil or Product in any pipeline or store Crude Oil or Product in any storage facility or to treat any location as a Specified Lien Location at any time from and after the owner or operator thereof becomes Bankrupt.
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ARTICLE 18
REPRESENTATIONS, WARRANTIES AND COVENANTS
18.1 Mutual Representations. Each Party represents and warrants to the other Party as of the Commencement Date and each sale of Crude Oil hereunder, that:
(a)It is an “Eligible Contract Participant” as defined in Section 1a(18) of the Commodity Exchange Act, as amended.
(b)It is a “forward contract merchant” in respect of this Agreement and this Agreement and each sale of Crude Oil or Products hereunder constitutes a “forward contract,” as such term is used in Section 556 of the Bankruptcy Code.
(c)It is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and in good standing under such laws.
(d)It has the corporate, governmental or other legal capacity, authority and power to execute and deliver the Transaction Documents and to perform its obligations under this Agreement, and has taken all necessary action to authorize the foregoing.
(e)The execution, delivery and performance of the Transaction Documents and the performance of its obligations thereunder and the consummation of the transactions contemplated thereby do not violate or conflict with any Applicable Law, any provision of its constitutional documents, any order or judgment of any court or Governmental Authority applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets.
(f)All governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to the Transaction Documents have been obtained or submitted are in full force and effect, and all conditions of any such authorizations, approvals, consents, notices and filings have been complied with.
(g)Its obligations under the Transaction Documents constitute its legal, valid and binding obligations, enforceable in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law).
(h)No Event of Default or, to such Party’s knowledge, Default has occurred and is continuing, and no such event or circumstance would occur as a result of its entering into or performing its obligations under the Transaction Documents.
(i)There is not pending or, to its knowledge, threatened against it or any of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, Governmental Authority, official or any arbitrator that is likely to affect the
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legality, validity or enforceability against it of this Agreement or its ability to perform its obligations under the Transaction Documents.
(j)It is not relying upon any representations of the other Party other than those expressly set forth in this Agreement.
(k)It has entered into this Agreement as principal (and not as advisor, agent, broker or in any other capacity, fiduciary or otherwise), with a full understanding of the material terms and risks of the same, and is capable of assuming those risks.
(l)It has made its trading and investment decisions (including their suitability) based upon its own judgment and any advice from its advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party.
(m)The other Party (i) is acting solely in the capacity of an arm’s-length contractual counterparty with respect to this Agreement, (ii) is not acting as a financial advisor or fiduciary or in any similar capacity with respect to this Agreement and (iii) has not given to it any assurance or guarantee as to the expected performance or result of this Agreement.
(n)It is not bound by any agreement that would preclude or hinder its execution, delivery, or performance of this Agreement.
(o)Neither it nor any of its Affiliates has been contacted by or negotiated with any finder, broker or other intermediary in connection with the sale of Crude Oil or Products hereunder who is entitled to any compensation with respect thereto.
None of its directors, officers, employees or agents or those of its Affiliates has received or will receive any commission, fee, rebate, gift or entertainment of significant value in connection with this Agreement.
18.2 Company’s and XXXX’x Representations and Covenants. The Company Parties represent and warrant to and agree with Xxxx as follows:
(a)The Company and XXXX (each, a “Company Party,” and collectively, the “Company Parties”) have delivered true and complete copies of the Base Agreements and Required Storage and Transportation Arrangements and all amendments thereto to Xxxx.
(b)Each Company Party shall in all material respects continue to perform its obligations under and comply with the terms of the Base Agreements and Required Storage and Transportation Arrangements.
(c)Each Company Party shall maintain and pursue diligently all its material rights under the Base Agreements and Required Storage and Transportation Arrangements and take all reasonable steps to enforce any rights granted to the applicable Company Party thereunder.
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(d)Neither Company Party shall modify, amend or waive rights arising under the Base Agreements or Required Storage and Transportation Arrangements without the prior written consent of Xxxx; provided, however, that if a Company Party provides Xxxx with notice, the Company Party may make such modifications or amendments, including extensions or elections under any of the foregoing, that do not adversely affect Aron’s rights thereunder or otherwise interfere with Aron’s rights to use the Pipeline Systems and Included Third Party Storage Tanks subject thereto without the prior written consent of Xxxx.
(e)Neither Company Party shall cause or permit any of the Crude Oil or Products held at the Included Locations to become subject to any liens or encumbrances, other than Permitted Liens.
(f)The Company has delivered true and complete copies of the Existing Financing Agreements and all material amendments thereto to Xxxx.
(g)The Company shall not modify or amend (including any extensions of or elections under), or waive any rights arising under, any Existing Financing Agreement without the prior written consent of Xxxx, if doing so would (i) adversely affect in any respect any of Aron’s rights or remedies under this Agreement or the other Transaction Documents or (ii) cause such Existing Financing Agreement to no longer satisfy the conditions set forth in Section 2.1(f) and Section 2.1(h) above, including, without limitation, the recognition that Xxxx is the owner of Crude Oil and Products to the extent contemplated hereby and by the other Transaction Documents, free and clear of any liens of any lender or other creditor that is party to such Financing Agreement, other than Permitted Liens.
(h)The Company Parties represent and warrant that to their knowledge, none of its Affiliates are party to any credit agreement, indenture or other financing agreement under which the Company Parties or any of their subsidiaries may incur or become liable for indebtedness for borrowed money (including capitalized lease obligations and reimbursement obligations with respect to letters of credit) but only if the covenants thereunder limit or otherwise apply to any of the business, assets or operations of the Company or XXXX.
(i)The Company Parties represent and warrant that, to their knowledge, Schedule U hereto contains a complete list of all storage, loading and offloading facilities owned, operated, leased or used pursuant to a contractual right of use by the Company or XXXX.
(j)Neither Company Party shall, from and after the Original Effective Date, enter into any Financing Agreement (an “Additional Financing Agreement”) unless such Additional Financing Agreement, at the time it is entered into, (i) contains provisions that recognize the respective rights and obligations of the Parties under this Agreement and the other Transaction Documents, (ii) does not adversely affect in any respect any of Aron’s rights or remedies under this Agreement or the other Transaction Documents and (iii) satisfies the conditions in Section 2.1(f) and Section 2.1(h) to the same extent as if
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such Additional Financing Agreement were an Existing Financing Agreement, including, without limitation, the recognition that Xxxx is the owner of Crude Oil and Products to the extent contemplated hereby and by the other Transaction Documents, free and clear of any liens of any lender or other creditor that is party to such Financing Agreement, other than Permitted Liens. Neither Company Party shall modify or amend (including any extensions of or elections under), or waive any rights arising under, any Additional Financing Agreement without the prior written consent of Xxxx, if doing so would (i) adversely affect in any respect any of Aron’s rights or remedies under this Agreement or the other Transaction Documents or (ii) cause such Additional Financing Agreement to no longer satisfy the conditions set forth in Section 2.1(f) and Section 2.1(h) above to the same extent as if such Additional Financing Agreement were an Existing Financing Agreement, including, without limitation, the recognition that Xxxx is the owner of Crude Oil and Products to the extent contemplated hereby and by the other Transaction Documents, free and clear of any liens of any lender or other creditor that is party to such Financing Agreement, other than Permitted Liens.
(k)(i) To the extent deemed necessary or appropriate by Xxxx, the Company shall cause acknowledgements and/or releases (including without limitation, amendments or termination of UCC financing statements), in form and substance satisfactory to Xxxx, to be duly executed by lenders or other creditors that are party to Existing Financing Agreements, confirming the release of any lien in favor of such lender or other creditor that might apply to or be deemed to apply to any Crude Oil and/or Products of which Xxxx is the owner as contemplated by this Agreement and the other Transaction Documents and agreeing to provide Xxxx with such further documentation as it may reasonably request in order to confirm the foregoing; and
(ii) With respect to the Acknowledgement Agreement, dated as of May 14, 2015, among Xxxx, the Company Parties and Fifth Third Bank (in its capacity as collateral agent for certain lenders) (the “Company Acknowledgement Agreement”) and the Acknowledgement Agreement, dated as of January 23, 2014, among Xxxx, Delek MLP, Sala, El Dorado, Magnolia, Delek Operating and Fifth Third Bank, as administrative agent under the “Credit Agreement” referenced therein (the “MLP Acknowledgement Agreement”), and without limiting the generality of Section 18.2(k)(i) above, the Company Parties covenant that from and after the date hereof they will promptly cause the Acknowledgement Agreements to be further amended or amended and restated, to the extent deemed necessary or appropriate by Xxxx, to acknowledge any locations hereafter added as Included Locations hereunder (together with Crude Oil and Products held therein by Xxxx).
(l)The Company Parties represent and warrant that the Storage Facilities owned and/or operated by the Company Parties have been maintained, repaired, inspected and serviced such that they are in good working order and repair. The Company hereby represents, warrants and covenants that it will take commercially reasonable actions (or cause others to take commercially reasonable actions) to maintain, repair, inspect and service such Storage Facilities in accordance with industry standards.
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(m)In the case of any bankruptcy with respect to a Company Party, and to the extent permitted by Applicable Law, the Company Party intends that (i) Aron’s right to liquidate, collect, net and set off rights and obligations under this Agreement and liquidate and terminate this Agreement shall not be stayed, avoided, or otherwise limited by the Bankruptcy Code, including sections 362(a), 547, 548 or 553 thereof; (ii) Xxxx shall be entitled to the rights, remedies and protections afforded by and under, among other sections, sections 362(b)(6), 362(b)(17), 362(b)(27), 362(o), 546(e), 546(g), 546(j), 548(d), 553, 556, 560, 561 and 562 of the Bankruptcy Code; and (iii) any cash, securities or other property provided as performance assurance, credit, support or collateral with respect to the transactions contemplated hereby shall constitute “margin payments” as defined in section 101(38) of the Bankruptcy Code and all payments for, under or in connection with the transactions contemplated hereby, shall constitute “settlement payments” as defined in section 101(51A) of the Bankruptcy Code.
(n)The Company Parties agree that they shall have no interest in or the right to dispose of, and shall not permit the creation of, or suffer to exist, any security interest, lien, encumbrance, charge or other claim of any nature, other than Permitted Liens, with respect to any quantities of Crude Oil prior to the delivery thereof by Xxxx to the Company at the Crude Delivery Point or any quantities of Products after delivery thereof to Xxxx at the Products Delivery Point (collectively, “Aron’s Property”). The Company Parties authorize Xxxx to file at any time and from time to time any Uniform Commercial Code financing statements describing the quantities of Aron’s Property subject to this Agreement and Aron’s ownership thereof and title thereto, and the Company Parties hereby authorizes Xxxx to file (with or without the Company’s signature), at any time and from time to time, all amendments to financing statements, assignments, continuation financing statements, termination statements, and other documents and instruments, in form reasonably satisfactory to Xxxx, as Xxxx may reasonably request, to provide public notice of Aron’s ownership of and title to the quantities of Aron’s Property subject to this Agreement and to otherwise protect Aron’s interest therein.
(o)As additional security for the prompt and complete payment and performance of all obligations of the Company Parties arising hereunder or under the other Transaction Documents and under all transactions contemplated thereby (collectively, the “Obligations”), the Company Parties hereby grant to Xxxx a present and continuing security interest in all of such Company Parties’ right, title and interest in, to and under all crude oil, refined petroleum products and other hydrocarbons (collectively, “Hydrocarbons”) from time to time owned by either Company Party, wherever located (including Hydrocarbons located at the Specified Lien Locations and at any other locations) and whether now existing or owned or hereafter acquired or arising and all documents of title directly related thereto and all general intangibles arising therefrom (collectively, the “Inventory Collateral”). Each Company Party hereby authorizes Xxxx to file at any time and from time to time any financing statements describing the Inventory Collateral, and each Company Party hereby authorizes Xxxx to file (with or without such Company Party’s signature), at any time and from time to time, all amendments to financing statements, continuation financing statements, termination statements, notices and all other documents and instruments, in form satisfactory to Xxxx, as Xxxx may reasonably request, to maintain the priority and perfection or provide notice
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of Aron’s security interest in the Inventory Collateral and to accomplish the purposes of this Agreement. With respect to the Inventory Collateral, each Company Party (i) represents and warrants that (A) its chief executive office and principal place of business (as of the date of this Agreement) is located at the address set forth in the introductory paragraph of this Agreement, and all other locations (as of the date of this Agreement) where such Company Party conducts business or Inventory Collateral is kept are set forth in the introductory paragraph of this Agreement, and (B) this Section 18.2(o) creates an enforceable security interest in the Inventory Collateral in favor of Xxxx and, upon filing the initial financing statements contemplated above, Xxxx shall have a perfected, first priority lien on and security interest in the Inventory Collateral and (ii) covenants and agrees that, so long as this Agreement or any Transaction Documents remain in effect or any Obligations remain unsatisfied, it will not create, agree or consent to any Liens on the Inventory Collateral (other than the lien granted to Xxxx hereunder) other than Permitted Liens. Upon the occurrence and during the continuance of any Event of Default with respect to a Company Party, Xxxx shall have, in addition to all other rights and remedies granted to it in this Agreement or any other Transaction Document, all the rights and remedies of a secured party under the UCC and other Applicable Laws.
(p)With respect to all Required Storage and Transportation Arrangements in which the party providing the storage or transportation services is an Affiliate of the Company, the Company and XXXX shall cause such Affiliate to perform its obligations under such Required Storage and Transportation Arrangement.
(q)With respect to the Required MLP Arrangements,
(i) no later than the date on which such Required MLP Arrangements become effective, the Company and XXXX shall have procured from the secured creditors of Delek MLP and delivered to Xxxx, access agreements duly executed by such secured creditors and in form and substance reasonably satisfactory to Xxxx, granting Xxxx access to the plant, property and equipment upon which such secured creditors have a lien with respect to any Crude Oil and/or Products of Aron’s from time to time located in or at such plant, property and equipment; and
(ii) to the fullest extent permitted by Applicable Law, cause Delek MLP and its subsidiaries that are parties to such Required MLP Arrangements to make the full capacity of the pipelines and storage facilities available pursuant thereto to Xxxx for purposes of this Agreement and the transactions contemplated hereby and by the other Transaction Documents.
(r)With respect to any Inventory Collateral that is held in a location that is not an Owned Lien Location, the Company Parties covenant and agree that:
(i)Any Person at any time and from time to time holding all or any portion of such Inventory Collateral shall be deemed to, and shall, hold such Inventory Collateral as the agent of, and as pledge holder for, Xxxx. At any time and from time to time, Xxxx may give notice to any such Person holding all or
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any portion of such Inventory Collateral that such Person is holding the Inventory Collateral as the agent and bailee of, and as pledge holder for, Xxxx, and obtain such Person’s written acknowledgment thereof. Without limiting the generality of the foregoing, the Company Parties will join with Xxxx in notifying any Person who has possession of any Inventory Collateral of Aron’s security interest therein and obtaining an acknowledgment from such Person that it is holding the Inventory Collateral for the benefit of Xxxx.
(ii)From and after the Second Restatement Effective Date, the Company Parties will use commercially reasonable efforts to obtain from each Person from whom the Company leases any premises, and from each other Person at whose premises any Inventory Collateral is at any time present (including any bailee, warehouseman or similar Person), any such collateral access, subordination, landlord waiver, bailment, consent and estoppel agreements, as Xxxx may reasonably require, in form and substance satisfactory to Xxxx; provided that, with respect to any such Person that is an Affiliate of the Company, the Company Parties will cause such Person to deliver to Xxxx a “bailee’s letter” in substantially the form attached as Schedule JJ hereto no later than (i) in the case of the Specified Lien Locations referred to in Section 2.5(a), the Location Conversion Date and (ii) in the case of any other Specified Lien Locations (whether a new location that is being added as a Specified Lien Location or an Included Location that is being converted to a Specified Lien Location), 45 days after the Parties agree to such location becoming a Specified Lien Location or if later, the effective date on which such location becomes a Specified Lien Location. In the event that any such Person becomes an Affiliate of the Company after the Second Restatement Effective Date, the Company will cause such Person to deliver such bailee’s letter no later than 45 days after the date such Person becomes an Affiliate of the Company. For any such Person that is not an Affiliate of the Company, the Company Parties shall continue from time to time to make the commercially reasonable efforts contemplated by this provision.
18.3 Acknowledgment. The Company Parties acknowledge and agree that (1) Xxxx is a merchant of Crude Oil and Products and may, from time to time, be dealing with prospective counterparties, or pursuing trading or hedging strategies, in connection with aspects of Aron’s business which are unrelated hereto and that such dealings and such trading or hedging strategies may be different from or opposite to those being pursued by or for either Company Party, (2) Xxxx may, in its sole discretion, determine whether to advise the Company Party of any potential transaction with a Third Party Supplier and prior to advising the Company Party of any such potential transaction Xxxx may, in its discretion, determine not to pursue such transaction or to pursue such transaction in connection with another aspect of Aron’s business and Xxxx shall have no liability of any nature to either Company Party as a result of any such determination, (3) Xxxx has no fiduciary or trust obligations of any nature with respect to the Refinery or either Company Party or any of its Affiliates, (4) Xxxx may enter into transactions and purchase Crude Oil or Products for its own account or the account of others at prices more favorable than those being paid by either Company Party hereunder and (5) nothing herein shall be construed to prevent Xxxx, or any of its partners, officers, employees or Affiliates, in any way from purchasing, selling or otherwise trading in Crude Oil, Products or any other commodity for its or
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their own account or for the account of others, whether prior to, simultaneously with or subsequent to any transaction under this Agreement.
ARTICLE 19
DEFAULT AND TERMINATION
19.1 Events of Default. Notwithstanding any other provision of this Agreement, the occurrence of any of the following shall constitute an “Event of Default”:
(a)Any Party fails to make payment when due (i) under Article 10, Article 11 Article 20 or any Company Purchase Agreement within one (1) Business Day after a written demand therefor or (ii) under any other provision hereof or any other Transaction Document within five (5) Business Days; or
(b)Other than a default described in Sections 19.1(a) and 19.1(c), any Party fails to perform any material obligation or covenant to the other under this Agreement or any other Transaction Document, which is not cured to the reasonable satisfaction of any other Party (in its sole discretion) within ten (10) Business Days after the date that such Party receives written notice that such obligation or covenant has not been performed; or
(c)Any Party breaches any material representation or material warranty made or repeated or deemed to have been made or repeated by the Party, or any warranty or representation proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated under any Transaction Document; provided, however, that if such breach is curable, such breach is not cured to the reasonable satisfaction of the other Party within ten (10) Business Days after the date that such Party receives notice that corrective action is needed; or
(d)Any Party becomes Bankrupt; or
(e)Any Party or any of its Designated Affiliates (1) defaults under a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, there occurs a liquidation of, an acceleration of obligations under, or any early termination of, that Specified Transaction, (2) defaults, after giving effect to any applicable notice requirement or grace period, in making any payment or delivery due on the last payment, delivery or exchange date of, or any payment on early termination of, a Specified Transaction (or such default continues for at least three (3) Business Days if there is no applicable notice requirement or grace period) or (3) disaffirms, disclaims, repudiates or rejects, in whole or in part, a Specified Transaction (or such action is taken by any Person or entity appointed or empowered to operate it or act on its behalf); or
(f)(i) Either Company Party fails in a material respect to perform its obligations under, comply with, or maintain a Base Agreement or the Required Storage and Transportation Arrangements; or (ii) either Company Party breaches in a material respect its obligations under Section 9.5(c) or Section 18.2(e);
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(g)A Company Party or any of its Affiliates sells, leases, subleases, transfers or otherwise disposes of, in one transaction or a series of related transactions, all or a material portion of the assets of the Refinery; or
(h)The Company or XXXX (i) consolidates or amalgamates with, merges with or into, or transfers all or substantially all of its assets to, another entity (including an Affiliate) or any such consolidation, amalgamation, merger or transfer is consummated, and (ii)(A) the successor entity resulting from any such consolidation, amalgamation or merger or the Person that otherwise acquires all or substantially all of the assets of the Company or XXXX does not assume, in a manner satisfactory to Xxxx, all of the Company’s obligations hereunder and under the other Transaction Documents, or (B) in the reasonable judgment of Xxxx, the creditworthiness of the resulting, surviving or transferee entity, taking into account any guaranties, is materially weaker than the Company immediately prior to the consolidation, amalgamation, merger or transfer; or
(i)The Company fails to provide Adequate Assurance in accordance with Section 13.5; or
(j)There shall occur either (A) a default, event of default or other similar condition or event (however described) in respect of either Company Party, any of its Subsidiaries or the Guarantor under one or more agreements or instruments relating to Specified Indebtedness (including any guarantees of Specified Indebtedness) in an aggregate amount of not less than ten million dollars ($10,000,000) which has resulted in such Specified Indebtedness becoming due and payable under such agreements and instruments before it would have otherwise been due and payable or (B) a default by either Company Party, any such Subsidiary or the Guarantor (individually or collectively) in making one or more payments on the due date thereof in an aggregate amount of not less than ten million dollars ($10,000,000) under such agreements or instruments (after giving effect to any applicable notice requirement or grace period); or
(k)An “Event of Default” (howsoever defined) has occurred under any of the Existing Financing Agreements or any other Financing Agreements to which either Company Party is a party or for which either Company Party has provided a guaranty or under any guaranty of such Financing Agreements provided by the Guarantor; or
(l)Any of the parties under any of the Existing Financing Agreements or any other Financing Agreements shall disaffirm, disclaim, repudiate or reject, in whole or in part, or challenge the validity of this Agreement; or
(m)Any of the following: (i) the Guarantor fails to perform or otherwise defaults in any obligation under the Guarantee, (ii) the Guarantor becomes Bankrupt, (iii) the Guarantee expires or terminates or ceases to be in full force and effect prior to the satisfaction of all obligations of the Company, XXXX or any other subsidiary of the Company to Xxxx under this Agreement and the other Transaction Documents, (iv) the Guarantor disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, the Guarantee or (v) a Change of Control occurs.
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The Company shall be the Defaulting Party upon the occurrence of any of the events described in clauses (f)-(m) (inclusive) above. If any of the events described in clauses (a) - (e) occurs with respect to or is caused by XXXX or any other subsidiary of the Company, the Company shall be the Defaulting Party upon the occurrence of such event.
19.2 Remedies Upon Event of Default.
(a)Notwithstanding any other provision of this Agreement, if any Event of Default with respect to a Company, on the one hand, or Xxxx, on the other hand (such defaulting Party, the “Defaulting Party”) has occurred and is continuing, Xxxx (where the Company is the Defaulting Party) or the Company (where Xxxx is the Defaulting Party) (such non-defaulting Party or Parties, the “Non-Defaulting Party”) may, without notice, (i) declare all of the Defaulting Party’s obligations under this Agreement to be forthwith due and payable, all without presentment, demand, protest or further notice of any kind, all of which are expressly waived by the Defaulting Party and/or (ii) subject to Section 19.2(c), exercise any rights and remedies provided or available to the Non-Defaulting Party under this Agreement or at law or equity, including all remedies provided under the Uniform Commercial Code and as provided under this Section 19.2.
(b)Notwithstanding any other provision of this Agreement, if an Event of Default has occurred and is continuing with respect to the Defaulting Party, the Non-Defaulting Party shall have the right, immediately and at any time(s) thereafter, to terminate this Agreement (and any other contract or agreement that may then be outstanding among the Parties that relates specifically to this Agreement, including any Transaction Document) and, subject to Section 19.2(c), to liquidate and terminate any or all rights and obligations under this Agreement. The Settlement Amount (as defined below) shall be calculated in a commercially reasonable manner based on such liquidated and terminated rights and obligations and shall be payable by one Party to the others. The “Settlement Amount” shall mean the amount, expressed in U.S. Dollars, of losses and costs that are or would be incurred by the Non-Defaulting Party (expressed as a positive number) or gains that are or would be realized by the Non-Defaulting Party (expressed as a negative number) as a result of the liquidation and termination of all rights and obligations under this Agreement. The determination of the Settlement Amount shall include (without duplication): (w) all reasonable losses and costs (or gains) incurred or realized by the Non-Defaulting Party, as a result of the Non-Defaulting Party’s terminating, liquidating, maintaining, obtaining or reestablishing any hedge or related trading positions in connection with such termination, (x) the losses and costs (or gains) incurred or realized by the Non-Defaulting Party in terminating, transferring, redeploying or otherwise modifying any outstanding Procurement Contracts, (y) the losses and costs (or gains) incurred or realized by the Non-Defaulting Party to the extent it elects to dispose of any Crude Oil or Product inventories maintained for purposes of this Agreement and (z) if Xxxx is the Non-Defaulting Party, an amount equal to the Remaining Annual Fee. If the Settlement Amount is a positive number it shall be due to the Non-Defaulting Party and if it is a negative number, the absolute value thereof shall be due to the Defaulting Party.
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(c)The Settlement Amount shall be determined by the Non-Defaulting Party, acting in good faith, in a commercially reasonable manner. The Non-Defaulting Party shall determine the Settlement Amount commencing as of the date on which such termination occurs by reference to such futures, forward, swap and options markets as it shall select in its commercially reasonable judgment; provided that the Non-Defaulting Party is not required to effect such terminations and/or determine the Settlement Amount on a single day, but rather may effect such terminations and determine the Settlement Amount over a commercially reasonable period of time. In calculating the Settlement Amount, the Non-Defaulting Party shall discount to present value (in any commercially reasonable manner based on London interbank rates for the applicable period and currency) any amount which would be due at a later date and shall add interest (at a rate determined in the same manner) to any amount due prior to the date of the calculation.
(d)Without limiting any other rights or remedies hereunder, if an Event of Default has occurred and is continuing and Xxxx is the Non-Defaulting Party, Xxxx may, in its discretion, (i) withhold or suspend its obligations, including any of its delivery or payment obligations, under this Agreement, (ii) withdraw from storage any and all of the Crude Oil and/or Products then in the Storage Facilities, (iii) otherwise arrange for the disposition of any Crude Oil and/or Products subject to outstanding Procurement Contracts and/or the modification, settlement or termination of such outstanding Procurement Contracts in such manner as it elects and (iv) liquidate in a commercially reasonable manner any credit support, margin or collateral, to the extent not already in the form of cash (including making a demand under the Guarantee or any credit support, margin or collateral arrangements) and apply and set off such payment under the Guarantee or any credit support, margin or collateral or the proceeds thereof against any obligation owing by the Company to Xxxx. Xxxx shall be under no obligation to prioritize the order with respect to which it exercises any one or more rights and remedies available hereunder. The Company shall in all events remain liable to Xxxx for any amount payable by the Company in respect of any of its obligations remaining unpaid after any such liquidation, application and set off.
(e)Without limiting any other rights or remedies hereunder, if an Event of Default has occurred and is continuing and the Company is the Non-Defaulting Party, the Company may, in its discretion, (i) withhold or suspend its obligations, including any of its delivery or payment obligations, under this Agreement and/or (ii) otherwise arrange for the settlement or termination of the parties’ outstanding commitments hereunder, the sale in a commercially reasonable manner of Crude Oil and/or Product for Aron’s account, and the replacement of the supply and offtake arrangement contemplated hereby with such alternative arrangements as it may procure, including, without limitation, notwithstanding anything herein to the contrary, with respect to such replacement, the purchase of Crude Oil by the Company on its own account and the storage of Product and Crude Oil owned by the Company in the Included Locations.
(f)The Non-Defaulting Party shall set off (i) the Settlement Amount (if due to the Defaulting Party), plus any performance security (including the Guarantee or any credit support, margin or collateral arrangements) then held by the Non-Defaulting Party pursuant to the Transaction Documents, plus (at the Non-Defaulting Party’s election) any
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or all other amounts due to the Defaulting Party hereunder (including under Article 10), against (ii) the Settlement Amount (if due to the Non-Defaulting Party), plus any performance security (including the Guarantee or any credit support, margin or collateral arrangements) then held by the Defaulting Party, plus (at the Non-Defaulting Party’s election) any or all other amounts due to the Non-Defaulting Party hereunder (including under Article 10), so that all such amounts shall be netted to a single liquidated amount payable by one Party to the other (the “Liquidated Amount”). The Party with the payment obligation shall pay the Liquidated Amount to the applicable other Parties within one (1) Business Day after such amount has been determined.
(g)No delay or failure on the part of the Non-Defaulting Party in exercising any right or remedy to which it may be entitled on account of any Event of Default shall constitute an abandonment of any such right, and the Non-Defaulting Party shall be entitled to exercise such right or remedy at any time during the continuance of an Event of Default.
(h)The Non-Defaulting Party’s rights under this Section 19.2 shall be in addition to, and not in limitation or exclusion of, any other rights which the Non‑Defaulting Party may have (whether by agreement, operation of law or otherwise), including any rights of recoupment, setoff, combination of accounts or other rights under any credit support that may from time to time be provided in connection with this Agreement. The Defaulting Party shall indemnify and hold the Non-Defaulting Party harmless from all reasonable costs and expenses, including reasonable attorney fees, incurred in the exercise of any remedies hereunder.
(i)If an Event of Default has occurred and is continuing, the Non-Defaulting Party and any Affiliate thereof may, without limitation on its rights under this Section 19.2, set off amounts which the Defaulting Party owes to it or any such Affiliate against any amounts which it or such Affiliate owes to the Defaulting Party (whether hereunder, under any other contract or agreement or otherwise and whether or not then due).
(j)The Parties acknowledge and agree that this Agreement is intended to be a “master netting agreement” as such term is defined in section 101(38A) of the Bankruptcy Code. As used in this Section 19.2, 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.”
ARTICLE 20
SETTLEMENT AT TERMINATION
20.1 Upon expiration or termination of this Agreement for any reason other than as a result of an Event of Default (in which case the Expiration Date, the Early Termination Date or any other date that may be agreed by the Parties shall be the “Termination Date”; provided that if such date is not a Business Day, any payments due on such date shall be made on the immediately preceding Business Day), the Parties covenant and agree to proceed as provided in this Article 20; provided that (x) this Agreement shall continue in effect following any
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Termination Date until all obligations are finally settled as contemplated by this Article 20 and (y) the provisions of this Article 20 shall in no way limit the rights and remedies which the Non-Defaulting Party may have as a result of an Event of Default, whether pursuant to Article 19 above or otherwise:
(a)If any Procurement Contract does not either (i) by its terms automatically become assigned to the Company on and as of the Termination Date in a manner that releases Xxxx from all obligations thereunder for all periods following the Termination Date or (ii) by its terms, expire or terminate on and as of the Termination Date, then the Parties shall promptly negotiate and enter into, with each of the then existing Third Party Suppliers, assignments, assumptions and/or such other documentation, in form and substance reasonably satisfactory to the Parties, pursuant to which, as of the Termination Date, (i) such Procurement Contract shall be assigned to the Company or shall be terminated, (ii) all rights and obligations of Aron under each of the then outstanding Procurement Contracts shall be assigned to the Company, (iii) the Company shall assume all of such obligations to be paid or performed following such termination, and (iv) Aron shall be released by such Third Party Suppliers and the Company from any further obligations thereunder. In connection with the assignment or reassignment of any Procurement Contract, the Parties shall endeavor, in a commercially reasonable manner, to facilitate the transitioning of the supply and payment arrangements, including any change in payment terms, under the relevant Procurement Contracts so as to prevent any material disruption in the supply of Crude Oil thereunder.
(b)If, pursuant to the Marketing and Sales Agreement, any sales commitments are outstanding that, by their terms, extend beyond the Termination Date, then the Parties shall promptly negotiate and enter into, with each of the purchasers thereunder, assignments, assumptions and/or such other documentation, in form and substance reasonably satisfactory to the Parties, pursuant to which, as of the Termination Date, (i) such sales commitment shall be assigned (or reassigned) to the Company or shall be terminated, (ii) all rights and obligations of Aron with respect to each then outstanding sales commitment shall be assigned to the Company, (iii) the Company shall assume all of such obligations to be paid or performed following such termination, and (iv) Aron shall be released by the purchasers thereunder and the Company from any further obligations with respect to such sales commitments. In connection with the assignment or reassignment of any Procurement Contract, the Parties shall endeavor, in a commercially reasonable manner, to facilitate the transitioning of the Product marketing and sales arrangements so as to prevent any material disruption in the distribution of Products from the Refinery.
(c)In the event that Aron has become a party to any other third party service contract in connection with this Agreement and the transactions contemplated hereby, including any pipeline, terminalling, storage and shipping arrangement including but not limited to the Required Storage and Transportation Arrangements (an “Ancillary Contract”) and such Ancillary Contract does not by its terms expire or terminate on and as of the Termination Date, then the Parties shall promptly negotiate and enter into with each service provider thereunder such instruments or other documentation, in form and substance reasonably satisfactory to the Parties, pursuant to which as of the Termination
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Date (i) such Ancillary Contract shall be assigned to the Company or shall be terminated, (ii) all rights and obligations of Aron with respect to each then outstanding Ancillary Contract shall be assigned to the Company, (iii) the Company shall assume all of such obligations to be paid or performed following such termination, and (iv) Aron shall be released by the third party service providers thereunder and the Company from any further obligations with respect to such Ancillary Contract. For each case in which the Company and/or LOTT has transferred to Aron for purposes of this Agreement the historical pipeline capacity of the Company or LOTT on any Included Location or where Aron has been a shipper of record on a pipeline for volumes of Crude Oil or Products shipped by Aron for purposes of this Agreement and as a result of has generated a capacity history based on such shipments, Aron shall, in connection with the occurrence of a Termination Date, endeavor in good faith and in a commercially reasonable manner to cause such historical pipeline capacity, including any adjustments to such history based on and attributable to quantities of Crude Oil and/or Products transported by Aron for purposes of this Agreement (“Related Pipeline Capacity”), to be transferred the Company and/or LOTT, as directed, in each case subject to any applicable rules, regulations and tariffs; provided that the Company and LOTT shall reimburse Aron for any out-of-pocket costs and expenses incurred by Aron in connection with its endeavoring to effect such transfer. Without limiting the foregoing, Aron agrees, upon request of the Company at any time prior to and after a Termination Date, to cooperate in good faith with the Company to endeavor to cause each Pipeline System at any Included Location to agree and acknowledge that the Related Pipeline Capacity shall be for the benefit of the Company or LOTT, as applicable; provided that the Company and LOTT shall reimburse Aron for any out-of-pocket costs and expenses incurred by Aron in connection with its endeavoring to effect such agreement and acknowledgement. Any historical capacity held by Aron that does not constitute Related Pipeline Capacity shall be retained by Aron. In addition, if despite Aron’s commercially reasonable efforts, a Pipeline System will not effect or permit such transfer or the portion of Aron’s historical pipeline capacity constitute Related Pipeline Capacity cannot be identified or allocated, no transfer shall be required with respect to such Pipeline System.
(d)The volume of Crude Oil and Products at the Included Locations shall be purchased and transferred to the Company as contemplated in the Step-Out Inventory Sales Agreement. The Crude Oil volumes measured by the Independent Inspection Company at the Termination Date and recorded in the Independent Inspection Company’s final inventory report shall be the “Termination Date Crude Oil Volumes” for the purposes of this Agreement and the Product volumes measured by the Independent Inspection Company at the Termination Date and recorded in the Independent Inspection Company’s final inventory report shall be the “Termination Date Product Volumes” for purposes of this Agreement, and such Termination Date Crude Oil Volumes and Termination Date Product Volumes shall collectively be referred to as the “Termination Date Volumes”. The volume of Crude Oil and Products at the Specified Lien Location shall be measured, determined and reported on in the same manner and on the same basis at the Termination Date as the volumes in the Included Locations and such volume determination shall be used for determining the final amount due from the Company Parties to Aron with respect to the Lien Amount.
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(e)Aron shall promptly reconcile and calculate the Termination Amount pursuant to Section 20.2 and the amount shall be determined pursuant to Section 20.2. The Parties shall promptly exchange all information necessary to determine the estimates and final calculations contemplated by Section 20.2.
(f)Aron shall have no further obligation to purchase and shall not purchase or pay for Crude Oil or Products, make any further Lien Amount advances or incur any such purchase obligations on and after the Termination Date. Except as may be required for Aron to fulfill its obligations hereunder until the Termination Date or during any obligatory notice period pursuant to any Procurement Contract, Aron shall not be obligated to purchase, take title to or pay for, and the Company shall not be obligated to purchase or sell, any Crude Oil or Products following the Termination Date or such earlier date as the Parties may determine in connection with the transitioning of such supply arrangements to the Company. Notwithstanding anything to the contrary herein, no Delivery Date shall occur later than the Business Day immediately preceding the Termination Date.
(g)Promptly after all obligations due to Aron under this Agreement and the other Transaction Documents have been satisfied in full, Aron shall release and return to the Company the Guarantee and surrender and confirm the cancellation of any Qualified LCs then held by Aron.
20.2 Termination Amount.
(a)The “Termination Amount” shall equal:
(i)the Termination Date Purchase Value, which is the aggregate amount payable to Aron under the Step-Out Inventory Sales Agreement, plus
(ii)all unpaid amounts payable hereunder by the Company to Aron in respect of Crude Oil delivered on or prior to the Termination Date (including Deferred Interim Payment Amount), plus
(iii)all Ancillary Costs incurred through the Termination Date that have not yet been paid or reimbursed by the Company, plus
(iv)in the case of an early termination (except for an early termination resulting solely from a Regulatory Termination Notice given by Aron where Aron has not make a concurrent election under Section 9.6(b) above), the amount reasonably determined by Aron as the losses, costs and damages (in each case that are commercially reasonable and for which Aron is able to provide to the Company reasonable supporting evidence) it incurred or realized as a result of Aron’s terminating, liquidating, maintaining, obtaining or reestablishing any hedge or related trading positions in connection with such early termination, plus
(v)the aggregate amount due under Section 10.2(a), calculated as of the Termination Date with such date being the final day of the last monthly period for which such calculations are to be made under this Agreement; provided that, if such amount under Section 10.2(a) is due to Aron, then such amount will be included in this Termination Amount as a positive number and if
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such amount under Section 10.2(a) would be an Interim Reset Amount it shall be due to the Company and included in this Termination Amount as a negative number, plus
(vi)any unpaid portion of the Annual Fee owed to Aron pursuant to and in accordance with Section 10.3, plus
(vii)any FIFO Balance Final Settlement that is determined to be due pursuant to Schedule N; provided that, if such FIFO Balance Final Settlement is due to Aron, then such amount will be included in this Termination Amount as a positive number and if such amount under Section 10.2(a) would be due to the Company, then such amount will be included in this Termination Amount as a negative number, minus
(viii)the Lien Amounts previously paid or advanced by Aron, including any fees, expenses and other costs associated therewith pursuant to Article 11,
(ix)all unpaid amounts payable hereunder by Aron to the Company in respect of Product delivered on or prior to the Termination Date, minus
(x)all amounts due from Aron to the Company under the Marketing and Sales Agreement for services provided up to the Termination Date, minus
(xi)an amount equal to the Deferred Portion, and
(xii)with respect to any contingent payable due under Section 10.2(d), plus any such amount that is due from the Company to Aron or minus any such amount that is due from Aron to the Company.
All of the foregoing amounts shall be aggregated or netted to a single liquidated amount owing from one Party to the other. If the Termination Amount is a positive number, it shall be due to Aron and if it is a negative number, the absolute value thereof shall be due to the Company.
(b)The Parties acknowledge that one or more of the components of the Termination Amount will not be able to be definitively determined by the Termination Date and therefore agree that Aron shall, in a commercially reasonable manner, estimate each of such components and use such estimated components to determine an estimate of the Termination Amount (the “Estimated Termination Amount”) plus such additional amount which Aron shall reasonably determine (the “Termination Holdback Amount”); provided that the Termination Holdback Amount shall reflect the amounts set forth on Schedule BB. Without limiting the generality of the foregoing, the Parties agree that the amount due under Section 20.2(a)(i) above shall be estimated by Aron in the same manner and using the same methodology as it used in preparing the Estimated Commencement Date Value, but applying the “Step-Out Prices” as indicated on Schedule B and other price terms provided for herein with respect to the purchase of the Termination Date Volumes. Aron shall use its commercially reasonable efforts to prepare, and provide the Company with, an initial Estimated Termination Amount,
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together with appropriate supporting documentation, at least five (5) Business Days prior to the Termination Date. To the extent reasonably practicable, Aron shall endeavor to update its calculation of the Estimated Termination Amount by no later than 12:00 noon CPT on the Business Day prior to the Termination Date. If Aron is able to provide such updated amount, that amount shall constitute the Estimated Termination Amount and shall be due and payable by no later than 5:00 p.m., CPT on the Business Day preceding the Termination Date. Otherwise, the initial Estimated Termination Amount shall be the amount payable on the Termination Date. If the Estimated Termination Amount is a positive number, it shall be due to Aron and if it is a negative number, the absolute value thereof shall be due to the Company.
(c)Aron shall prepare, and provide the Company with, (i) a statement showing the calculation, as of the Termination Date, of the Termination Amount, (ii) a statement (the “Termination Reconciliation Statement”) reconciling the Termination Amount with the sum of the Estimated Termination Amount pursuant to Section 20.2(b) and the Termination Holdback Amount and indicating any amount remaining to be paid by one Party to the other as a result of such reconciliation. Within one (1) Business Day after receiving the Termination Reconciliation Statement and the related supporting documentation, the Parties will make any and all payments required pursuant thereto. Promptly after receiving such payment, Aron shall cause any filing or recording of any Uniform Commercial Code financing forms to be terminated.
20.3 Transition Services. To the extent necessary to facilitate the transition to the purchasers of the storage and transportation rights and status contemplated hereby, each Party shall take such additional actions, execute such further instruments and provide such additional assistance as the other Party may from time to time reasonably request for such purposes.
ARTICLE 21
INDEMNIFICATION
21.1 To the fullest extent permitted by Applicable Law and except as specified otherwise elsewhere in the Transaction Documents, Aron shall defend, indemnify and hold harmless the Company, its Affiliates, and their directors, officers, employees, representatives, agents and contractors for and against any Liabilities directly or indirectly arising out of (i) any breach by Aron of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of Aron made herein or in connection herewith proving to be false or misleading, (ii) any failure by Aron to comply with or observe any Applicable Law, (iii) Aron’s negligence or willful misconduct, or (iv) injury, disease, or death of any person or damage to or loss of any property, fine or penalty, any of which is caused by Aron or its employees, representatives, agents or contractors in exercising any rights or performing any obligations hereunder or in connection herewith, except to the extent that such injury, disease, death, or damage to or loss of property was caused by the negligence or willful misconduct on the part of the Company, its Affiliates or any of their respective employees, representatives, agents or contractors.
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21.2 To the fullest extent permitted by Applicable Law and except as specified otherwise elsewhere in this Agreement, the Company Parties shall defend, indemnify and hold harmless Aron, its Affiliates, and their directors, officers, employees, representatives, agents and contractors for and against any Liabilities directly or indirectly arising out of (i) any breach by either Company Party of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of the Company made herein or in connection herewith proving to be false or misleading, including, without limitation the Company Parties’ obligation for payment of Taxes pursuant to Section 15.1, (ii) either Company Party’s transportation, handling, storage, refining or disposal of any Crude Oil or the products thereof, including any conduct by either Company Party on behalf of or as the agent of Aron under the Required Storage and Transportation Arrangements, (iii) either Company Party’s failure to comply with its obligations under the terminalling, pipeline and lease agreements underlying the Required Storage and Transportation Arrangements, (iv) either Company Party’s negligence or willful misconduct, (v) any failure by either Company Party to comply with or observe any Applicable Law, (vi) injury, disease, or death of any person or damage to or loss of any property, fine or penalty, any of which is caused by either Company Party or its employees, representatives, agents or contractors in exercising any rights or performing any obligations hereunder or in connection herewith, (vii) actual or alleged presence or release of Hazardous Substances in connection with the Transaction Documents or the transactions contemplated thereby, or any liability under any Environmental Law related in any way to or asserted in connection with the Transaction Documents or the transactions contemplated thereby, (viii) the Company Parties’ ownership, handling or use of any Inventory Collateral, including without limitation any Included Crude Lien Inventory or Included Product Lien Inventory, or (ix) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Company Party, and regardless of whether Aron is a party thereto, except to the extent that, with respect to clause (vi) above, such injury, disease, death, or damage to or loss of property was caused by the negligence or willful misconduct on the part of Aron, its Affiliates or any of their respective employees, representatives, agents or contractors.
21.3 The Parties’ obligations to defend, indemnify, and hold each other harmless under the terms of the Transaction Documents shall not vest any rights in any third party (whether a Governmental Authority or private entity), nor shall they be considered an admission of liability or responsibility for any purposes other than those enumerated in the Transaction Documents.
21.4 Each Party agrees to notify the other as soon as practicable after receiving notice of any claim or suit brought against it within the indemnities of this Agreement, shall furnish to the other the complete details within its knowledge and shall render all reasonable assistance requested by the other in the defense; provided that, the failure to give such notice shall not affect the indemnification provided hereunder, except to the extent that the indemnifying Party is materially adversely affected by such failure. Each Party shall have the right but not the duty to participate, at its own expense, with counsel of its own selection, in the defense and settlement thereof without relieving the other of any obligations hereunder. Notwithstanding the foregoing, an indemnifying Party shall not be entitled to assume responsibility for and control of any judicial or administrative proceeding if such proceeding involves an Event of Default by the indemnifying Party under this Agreement which shall have occurred and be continuing.
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ARTICLE 22
LIMITATION ON DAMAGES
UNLESS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PARTIES’ LIABILITY FOR DAMAGES IS LIMITED TO DIRECT, ACTUAL DAMAGES ONLY (WHICH INCLUDE ANY AMOUNTS DETERMINED UNDER ARTICLE 19) AND NEITHER PARTY SHALL BE LIABLE FOR SPECIFIC PERFORMANCE, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, OR SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, IN TORT, CONTRACT OR OTHERWISE, OF ANY KIND, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE PERFORMANCE, THE SUSPENSION OF PERFORMANCE, THE FAILURE TO PERFORM, OR THE TERMINATION OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT, SUCH LIMITATION SHALL NOT APPLY WITH RESPECT TO (I) ANY THIRD PARTY CLAIM FOR WHICH INDEMNIFICATION IS AVAILABLE UNDER THIS AGREEMENT OR (II) ANY BREACH OF ARTICLE 24. EACH PARTY ACKNOWLEDGES THE DUTY TO MITIGATE DAMAGES HEREUNDER.
ARTICLE 23
RECORDS AND INSPECTION
During the Term of this Agreement each Party may make reasonable requests of the other Party for copies of documents maintained by the other Party, or any of the other Party’s contractors and agents, which relate to this Agreement; provided that, neither this Section nor any other provision hereof shall entitle the Company to have access to any records concerning any hedges or offsetting transactions or other trading positions or pricing information that may have been entered into with other parties or utilized in connection with any transactions contemplated hereby or by any other Transaction Document. The right to receive copies of such records shall survive termination of this Agreement for a period of two (2) years following the Termination Date. Each Party shall preserve, and shall use commercially reasonable efforts to cause all contractors or agents to preserve, all of the aforesaid documents for a period of at least two (2) years from the Termination Date.
ARTICLE 24
CONFIDENTIALITY
24.1 In addition to the Company’s confidentiality obligations under the Transaction Documents, the Parties agree that the specific terms and conditions of this Agreement, including any list of counterparties, the Transaction Documents and the drafts of this Agreement exchanged by the Parties and any information exchanged between the Parties, including calculations of any fees or other amounts paid by the Company to Aron under this Agreement and all information received by Aron from the Company relating to the costs of operation, operating conditions, and other commercial information of the Company not made available to the public, are confidential and shall not be disclosed to any third party, except (i) as may be required by court order or Applicable Laws, as requested by a Governmental Authority or a
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required by any stock exchanges on which a Party’s or its Affiliate’s shares are listed, (ii) to such Party’s or its Affiliates’ employees, directors, shareholders, auditors, consultants, banks, lenders, financial advisors and legal advisors, or (iii) to such Party’ insurance providers, solely for the purpose of procuring insurance coverage or confirming the extent of existing insurance coverage; provided that, prior to any disclosure permitted by this clause (iii), such insurance providers shall have agreed in writing to keep confidential any information or document subject to this Section 24.1. The confidentiality obligations under this Agreement shall survive termination of this Agreement for a period of two (2) years following the Termination Date. The Parties shall be entitled to all remedies available at law, or in equity, to enforce or seek relief in connection with the confidentiality obligations contained herein.
24.2 In the case of disclosure covered by clause (i) of Section 24.1, to the extent practicable and in conformance with the relevant court order, Applicable Law or request, the disclosing Party shall notify the other Party in writing of any proceeding of which it is aware which may result in disclosure.
24.3 Tax Disclosure. Notwithstanding anything herein to the contrary, the Parties (and their respective employees, representatives or other agents) are authorized to disclose to any Person the U.S. federal and state income tax treatment and tax structure of the transaction and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Parties relating to that treatment and structure, without the Parties imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any Person to comply with securities laws. For this purpose, “tax structure” is limited to any facts that may be relevant to that treatment.
ARTICLE 25
GOVERNING LAW
25.1 THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED UNDER THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER STATE.
25.2 EACH OF THE PARTIES HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT OF COMPETENT JURISDICTION SITUATED IN THE CITY OF NEW YORK, AND TO SERVICE OF PROCESS BY CERTIFIED MAIL, DELIVERED TO THE PARTY AT THE ADDRESS INDICATED IN ARTICLE 27. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION TO PERSONAL JURISDICTION, WHETHER ON GROUNDS OF VENUE, RESIDENCE OR DOMICILE.
25.3 Each Party waives, to the fullest extent permitted by Applicable Law, any right it may have to a trial by jury in respect of any proceedings relating to this agreement.
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25.4 This Agreement is executed and delivered in connection with a closing of the transactions referenced herein which is occurring in the state of New York, and all parties acknowledge and agree that this Agreement is not valid, binding and enforceable until accepted and approved by Aron in New York.
ARTICLE 26
ASSIGNMENT
26.1 This Agreement shall inure to the benefit of and be binding upon the Parties hereto, their respective successors and permitted assigns.
26.2 The Company shall not assign this Agreement or its rights or interests hereunder in whole or in part, or delegate its obligations hereunder in whole or in part, without the express written consent of Aron. Aron may, without the Company’s consent, assign and delegate all of Aron’s rights and obligations hereunder to (i) any Affiliate of Aron, provided that the obligations of such Affiliate hereunder are guaranteed by The Goldman Sachs Group, Inc. or (ii) any non-Affiliate Person that succeeds to all or substantially all of its assets and business and assumes Aron’s obligations hereunder, whether by contract, operation of law or otherwise, provided that the creditworthiness of such successor entity is equal or superior to the creditworthiness of Aron (taking into account any credit support for Aron) immediately prior to such assignment. Any other assignment by Aron shall require the Company’s consent.
26.3 Any attempted assignment in violation of this Article 26 shall be null and void ab initio and the non-assigning Party shall have the right, without prejudice to any other rights or remedies it may have hereunder or otherwise, to terminate this Agreement effective immediately upon notice to the Party attempting such assignment.
ARTICLE 27
NOTICES
All invoices, notices, requests and other communications given pursuant to this Agreement shall be in writing and sent by email or nationally recognized overnight courier (except that a notice or other communication under Article 19 hereof may not be given by email or any other electronic messaging system). A notice shall be deemed to have been received when transmitted by email to the other Party’s email set forth in Schedule M, or on the following Business Day if sent by nationally recognized overnight courier to the other Party’s address set forth in Schedule M and to the attention of the person or department indicated. A Party may change its address or email address by giving written notice in accordance with this Section, which is effective upon receipt.
ARTICLE 28
NO WAIVER, CUMULATIVE REMEDIES
28.1 The failure of a Party hereunder to assert a right or enforce an obligation of the other Party shall not be deemed a waiver of such right or obligation. The waiver by any Party of a breach of any provision of, or Event of Default under, this Agreement shall not operate or be
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construed as a waiver of any other breach of that provision or as a waiver of any breach of another provision of, Event of Default under, this Agreement, whether of a like kind or different nature.
28.2 Each and every right granted to the Parties under this Agreement or allowed it by law or equity shall be cumulative and may be exercised from time to time in accordance with the terms thereof and Applicable Law.
ARTICLE 29
NATURE OF THE TRANSACTION AND RELATIONSHIP OF PARTIES
29.1 This Agreement shall not be construed as creating a partnership, association or joint venture between the Parties. It is understood that each Party is an independent contractor with complete charge of its employees and agents in the performance of its duties hereunder, and nothing herein shall be construed to make such Party, or any employee or agent of the Company, an agent or employee of the other Party.
29.2 Neither Party shall have the right or authority to negotiate, conclude or execute any contract or legal document with any third person; to assume, create, or incur any liability of any kind, express or implied, against or in the name of the other; or to otherwise act as the representative of the other, unless expressly authorized in writing by the other.
ARTICLE 30
MISCELLANEOUS
30.1 If any Article, Section or provision of this Agreement shall be determined to be null and void, voidable or invalid by a court of competent jurisdiction, then for such period that the same is void or invalid, it shall be deemed to be deleted from this Agreement and the remaining portions of this Agreement shall remain in full force and effect.
30.2 The terms of this Agreement, together with the Guarantee and the Transaction Documents, constitute the entire agreement between the Parties with respect to the matters set forth in this Agreement, and no representations or warranties shall be implied or provisions added in the absence of a written agreement to such effect between the Parties. Subject to Section 30.3 below, this Agreement shall not be modified or changed except by written instrument executed by the Parties’ duly authorized representatives.
30.3 Notwithstanding anything herein to the contrary, the following terms of this Agreement and/or Schedules hereto may be amended by Aron and the Company exchange emails confirming such amendment and such email exchange shall constitute a written agreement between the Parties with respect to such amendment: Schedules E, P, V and W. In addition, to better effectuate the foregoing amendment mechanism, the Parties may implement a standard form of email exchange for such purposes.
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30.4 No promise, representation or inducement has been made by either Party that is not embodied in this Agreement or the Transaction Documents, and neither Party shall be bound by or liable for any alleged representation, promise or inducement not so set forth.
30.5 Time is of the essence with respect to all aspects of each Party’s performance of any obligations under this Agreement.
30.6 Nothing expressed or implied in this Agreement is intended to create any rights, obligations or benefits under this Agreement in any Person other than the Parties and their successors and permitted assigns.
30.7 All audit rights, payment, confidentiality and indemnification obligations and obligations under this Agreement shall survive for the time periods specified herein.
30.8 This Agreement may be executed by the Parties in separate counterparts and initially delivered by facsimile transmission or otherwise, with original signature pages to follow, and all such counterparts shall together constitute one and the same instrument.
30.9 All transactions hereunder are entered into in reliance on the fact that this Agreement and all such transactions constitute a single, integrated agreement between the Parties, and the Parties would not have otherwise entered into any other transactions hereunder.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, each Party hereto has caused this Agreement to be executed by its duly authorized representative as of the date first above written.
J. ARON & COMPANY | |
By: | /s/ Simon Collier |
Name: | Simon Collier |
Title: | Attorney-in-fact |
LION OIL COMPANY | |
By: | /s/ Avigal Soreq |
Name: | Avigal Soreq |
Title: | EVP |
By: | /s/ Assaf Ginzburg |
Name: | Assaf Ginzburg |
Title: | EVP |
Lion Oil Trading & Transportation, LLC | |
By: | /s/ Avigal Soreq |
Name: | Avigal Soreq |
Title: | EVP |
By: | /s/ Assaf Ginzburg |
Name: | Assaf Ginzburg |
Title: | EVP |
Signature Page to Lion Oil Supply and Offtake Agreement
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
SCHEDULE A
PRODUCTS AND PRODUCT SPECIFICATIONS
Products*
Fungible Conventional Premium Gasoline - Product Code 230
Sub Octane Conventional Regular Gasoline Blendsotock - Product Code 420
Ultra Low Sulfur Diesel Fuel - Product Code 715
Sulfur
PG70-22A PG70-22S PG76-22S
Asphalt 1531
Carbon Black Oil
Flux
Fuel Oil 1761
PG 1531
Sodium Hydrosulfide Solution
VTB Heavy
All other materials set forth on Schedule P, other than those items identified in Schedule P in the column labeled “Product Description” as “Crude Oil”
* | For such Products as to which there are no specifications set forth on this Schedule A, there are no specifications with respect to such Products. |
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
Enterprise TE Products Pipeline Company LLC | |
ENTERPRISE ® |
SPECIFICATION FOR
FUNGIBLE CONVENTIONAL PREMIUM GASOLINE PRODUCT CODE 230
"This product does not meet the requirements for reformulated gasoline, and may not be used in any reformulated gasoline covered area."
Specification Points | Test Method | Shipments | Deliveries (1) | ||
Gravity, API Volatility Class, | D-1298 D-5191 | A | C | D | Report |
Vapor Pressure, psi max.(2) Distillation | D-86 | 9.0 | 11.5 | 13.5 | At or below legal limit |
10% Evap., °F max. | 158 | 140 | 131 | ||
50% Evap., °F min. | 170 | 170 | 170 | ||
50% Evap., °F max. | 250 | 240 | 235 | ||
90% Evap., °F max. | 374 | 365 | 365 | ||
End Point, °F max. | 430 | 430 | 430 | 437 | |
Residue, % max. | 2 | 2 | 2 | ||
Driveability Index (3) Vapor Liquid Ratio of 20:1 | 1250 | 1230 | 1220 | ||
°F min. (4) Gum, Existent, mg/100 ml, max. | D-5188 D-381 | 133 | 124 | 116 4 | 5 |
Oxidation Stability, minutes, min. | D-525 | 240 | |||
Octane Numbers Research, min. | D-2699 | Report | |||
Motor, min (R+M)/2, min. (5) | D-2700 | Report 93.0 | |||
Mercaptan Sulfur,% max.(6) Cu Corrosion, 3 hr. | D-3227 | 0.0020 | |||
@ 122°F xxx. Xx Corrosion, 3 hr. | D-130 | 1 | |||
@ 122°F max. Acidity Benzene, wt. %, max. | D-130 modified (7) D-1093 D-3606, D-4053 | 1 Negative 4.9 | |||
Sulfur, wt. % max. | D-5453 | 0.0080 | |||
Lead, g/gal., max. | D-3237 | 0.010 | 0.030 | ||
Phosphorous, g/gal. max. Oxygen Content, (8) Color Rust Test, NACE, Spindle Rating Min. Inhibitors (9) Detergents (10) Odor (11) | D-3231 D-4815 TM0172-2001 | 0.003 Prohibited Undyed B+ Report None Non-offensive | 0.004 |
Effective Date: 05-14-10
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
Enterprise TE Products Pipeline Company LLC | |
ENTERPRISE ® |
SPECIFICATION FOR
FUNGIBLE CONVENTIONAL PREMIUM GASOLINE PRODUCT CODE 230
(1) | Unless otherwise noted, deliveries may vary by the smaller of ASTM reproducibility for a given test or any test tolerance as allowed by EPA. |
(2) | Vapor pressure and volatility classes shall apply as follows: |
9.0 psi | Class A | March 1through September 15 |
11.5 psi | Class C | September 16 through October 31 |
11.5 psi | Class C | February 15 through February 29 |
13.5 psi | Class D | November 1 through February 14 |
(3) | Driveability Index: DI = 1.5(T10) + 3(T50) + T90, when T = distillation evaporated temperature in °F |
(4) | D-5188 is the referee test method; however, as an alternative, the vapor/liquid ratio of 20:1 may be calculated by the following equation: T V/L @ 20:1 = 114.6 - 4.1(VP) + 0.20(T10) + 0.17(T50) |
Where T V/L @ 20:1 = temperature at a V/L of 20:1 VP = Vapor pressure psi
T10 = Temperature at 10% evaporated T50 = Temperature at 50% evaporated
(5) | Deliveries may be lower by the amounts given in ASTM D-4814 for 95% confidence of reproducibility obtained by a single result in a second laboratory, the first being the laboratory of origin. |
(6) | Mercaptan sulfur determination may be waived if the Doctor test ASTM D-4952 is negative. |
(7) | See ASTM-D-4814-04b, Annex 1 |
(8) | Methyl tertiary butyl ether (MTBE), tertiary amyl methyl ether (TAME), or other aliphatic ethers cannot exceed 0.5% by volume. |
(9) | Report types and concentrations. |
(10) | Must be “base gasoline” when tendered. |
(11) | Any gasoline exhibiting an offensive odor and/or containing dicycopentadiene will not be accepted for shipment. |
Effective Date: 05-14-10
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
Enterprise TE Products Pipeline Company LLC | |
ENTERPRISE ® |
SPECIFICATION FOR SUB OCTANE CONVENTIONAL REGULAR GASOLINE BLENDSTOCK
PRODUCT CODE 420
"This product does not meet the requirements for reformulated gasoline, and may not be used in any reformulated gasoline covered area."
Specification Points Gravity, API | Test Method D-287 | Shipments Report | Deliveries (1) | |||
Volatility Class, (2) | A | C | D | |||
Vapor Pressure, psi max.(2) Distillation | D-5191 D-86 | 9.0 | 11.5 | 13.5 | ||
10% Evap., °F max. | 158 | 140 | 131 | |||
50% Evap., °F min.(3) | 170 | 170 | 170 | |||
50% Evap., °F max. | 250 | 240 | 235 | |||
90% Evap., °F max. | 374 | 365 | 365 | |||
End Point, °F max. | 430 | 430 | 430 | 437 | ||
Residue, % max. Vapor Liquid Ratio of 20:1 | 2 | 2 | 2 | |||
°F min.(4) | D-5188 | 133 | 124 | 116 | ||
Driveability Index (5) | 1250 | 1230 | 1220 | |||
Gum, Existent, mg/100 ml, max. | D-381 | 4 | 5 | |||
Oxidation Stability, minutes, min. | D-525 | 240 | ||||
Octane Numbers Research, min. | D-2699 | Report | ||||
Motor, min | D-2700 | 82.0 | ||||
(R+M)/2, min. (6) | 87.0 | |||||
Mercaptan Sulfur,% max.(7) Cu Corrosion, 3 hr. | D-3227 | 0.0020 | ||||
@ 122°F max. Ag Corrosion. 3hr | D-130 | 1 | ||||
@ 122°F max. Acidity Benzene, wt. %, ma | D-130 modified (8) D-1093 D-3606, D-4053 | 1 Negative 4.9 | 1 | |||
Sulfur, wt. max. Oxygen Content (9) Lead, g/gal., max. | D-2622 D-3237 | 0.0080 Prohibited 0.010 | ||||
Phosphorous, g/gal. max. Color Rust Test, NACE, Spindle Rating Inhibitors (10) Detergents (11) Odor (12) | D-3231 TM0172-2001 | 0.003 Undyed B+ or better Report None Non-offensive |
Effective: 01-25-2012
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
ENTERPRISE ® |
SPECIFICATION FOR SUB OCTANE CONVENTIONAL
REGULAR GASOLINE BLENDSTOCK
PRODUCT CODE 420
1) | Unless otherwise noted, deliveries may vary by the smaller of ASTM reproducibility for a given test or any test tolerance as allowed by EPA. |
All parameters must be met before blending with denatured fuel ethanol unless otherwise noted.
Blend with ethanol cannot exceed 1.0 lbs increase over the seasonal maximum vapor pressures listed above.
2) | D-5188 is the referee test method; however, as an alternative, the vapor/liquid ratio of 20:1 may be calculated by the computer and linear methods as outlined in latest version of ASTM D-4814 |
Vapor pressure and volatility classes shall apply as follows:
9.0 psi | Class A | March 1 through September 15 |
11.5 psi | Class C | September 16 through October 31 |
11.5 psi | Class C | February 15 through February 29 |
13.5 psi | Class D | November 1 through February 14 |
3) | 50% Evaporated point must meet a minimum of 150 °F after addition of 10% fuel ethanol |
4) | Vapor Liquid Ratio of 20:1 °F min. after addition of 10% fuel ethanol: |
Class A - 122 °F
Class C - 116 °F
Class D - 107 °F
5) | Driveability Index: DI = 1.5(T10) + 3(T50) + T90, when T=distillation evaporated temperature in °F |
6) | Must meet these minimum octanes after addition of 10% (Volume) Ethanol meeting ASTM D-4806. Typically at least 83.6 R+M/2 prior to Ethanol addition. |
7) | Mercaptan sulfur determination may be waived if the Doctor test ASTM D-4952 is Negative. |
8) | See ASTM D-4814, Annex A1 |
9) | Methyl tertiary butyl ether (MTBE), tertiary amyl methyl ether (TAME), or other aliphatic ethers cannot exceed 0.5% by volume. |
10) | Report types and concentrations. |
.
11) | Must be "base gasoline" when tendered. |
12) | Any gasoline exhibiting an offensive odor and/or containing dicycopentadiene will not be accepted for shipment |
Effective: 01-25-2012
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
Issue Date: 1/21/2016
ENTERPRISE PRODUCTS OPERATING LLC | ||
TE Products Pipeline Fungible Ultra Low Sulfur Diesel Fuel Specification | ||
COMPONENT | TEST METHOD | SPECIFICATION |
API Gravity @ 60°F | ASTM D-1298 | 30.0 min. |
Color | ASTM D-1500 | 2.5 max. |
Copper Corrosion @122 deg. F. | ASTM D-130 | 1 max. |
Aromatics Compliance Cetane | ASTM D-976 | 40.0 min. |
Flash (2) | ASTM D-93 | 140 °F min. |
Pour Point - Summer (3) | ASTM D-97 | +10 max. |
Pour Point - Winter (3) | ASTM D-97 | 0 max. |
Cloud Point - Summer (3) | ASTM D-2500 | Report |
Cloud Point - Winter (3) | ASTM D-2500 | +15 max. |
Sulfur (4) | ASTM D-5453 | 8.00 ppm wt. max. |
Cetane Number | ASTM D-613 | 40.0 min. |
Cetane Index | ASTM D-4737 | 40.0 min. |
Ramsbottom Carbon Residue (1) (10% bottoms) | ASTM D-524 | 0.35 wt % max. |
Distillation - 10% recovered | ASTM D-86 | Report |
Distillation - 50% recovered | ASTM D-86 | Report |
Distillation - 90% recovered (5) | (ASTM D-86 | 540-640 |
Distillation - End Point | ASTM D-86 | Report |
Ash | ASTM D-482 | 0.01 wt. % max. |
Viscosity, Kinematic @ 104 F. (5) | ASTM D-445 | 1.9-3.4 cSt max. |
Lubricity @ 60 °C | ASTM D-6079 | Report |
(1)Unless otherwise noted, deliveries may vary by the smaller of ASTM reproducibility for a given test or any test tolerance as allowed and published by EPA
(2)140°F minimum applies to product flash temperature at origin locations. Minimum delivery flash is 130°F.
(3)Summer is defined as March 1 - August 31; Winter is defined as September 1 - February 28
(4)15 ppm by wt. on delivery
(5)If the cloud point is lower than +10 °F, the minimum viscosity shall be 1.7 cSt and the minimum 90% recovered temperature shall be waived.
(6)The product shall be visibly free of undissolved water, sediment and foreign matter. A maximum rating of 2 using procedure 2 @ 70°F is the limiting criteria.
(7) Report types and concentrations
Gene Flipse | Daniel Boss | Jeff Gruber | Gregory Clark | Tim Moss |
Quality Control | Business Management | Operations | Analytical Systems | Distribution |
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
TE Products Pipeline Fungible Ultra Low Sulfur Diesel Fuel Specification | ||
COMPONENT | TEST METHOD | SPECIFICATION |
Oxidation Stability, 90 minute (or) | DuPont | 4 max. |
Oxidation Stability | ASTM D-2274 | 4.5 mg/100 ml. max. |
Water and Sediment (6) | ASTM D-4176 | Clear and Bright |
NACE Rust Test | TM-0172-86 | B+ min. |
Additives (7) | Not Specified | Report |
(1)Unless otherwise noted, deliveries may vary by the smaller of ASTM reproducibility for a given test or any test tolerance as allowed and published by EPA
(2)140°F minimum applies to product flash temperature at origin locations. Minimum delivery flash is 130°F.
(3) Summer is defined as March 1 - August 31; Winter is defined as September 1 - February 28
(4) 15 ppm by wt. on delivery
(5) If the cloud point is lower than +10 °F, the minimum viscosity shall be 1.7 cSt and the minimum 90% recovered temperature shall be waived.
(6) The product shall be visibly free of undissolved water, sediment and foreign matter. A maximum rating of 2 using procedure 2 @ 70°F is the limiting criteria.
(7) Report types and concentrations
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
LION OIL COMPANY | CONFIDENTIAL |
EL DORADO, ARKANSAS | MANUFATURING SPECIFICATION |
Sulfur | |
Finished Material | Manufacturing Specifications |
Sulfur % , minimum | [*CONFIDENTIAL*] |
Ash, Wt. %, maximum | [*CONFIDENTIAL*] |
12/18/13 20
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
LION OIL COMPANY | CONFIDENTIAL |
EL DORADO, ARKANSAS | MANUFATURING SPECIFICATION |
PG70-22A | |
ARKANSAS HIGHWAY DEPARTMENT |
Original Binder | ||||
Flash Point. C.O.C., C, minimum | 230 | |||
Rotational Viscosity at 135 C, Pascal seconds, maximum | 3.0 | |||
Dynamic Shear at 70 C, and 10 rad/s, G*/sin , kPa, minimum | 1.00 | |||
RTFO Residue | ||||
Mass Loss, %, maximum | 1.00 | |||
Dynamic Shear at 70 C, and 10 rad/s, G*/sin , kPa, minimum | 2.20 | |||
PAV Residue | ||||
Dynamic Shear at 28 C, and 10 rad/s, G*sin , MPa, maximum | 5000 | |||
Bending Beam Rheometer, Creep Stiffness at -12 C, MPa, maximum | 300 | |||
Bending Beam Rheometer, m-value at -12 C, MPa, minimum | 0.300 |
12/18/13 F.15
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
LION OIL COMPANY | CONFIDENTIAL |
EL DORADO, ARKANSAS | MANUFATURING SPECIFICATION |
PG70-22S | |
TEXAS HIGHWAY DEPARTMENT |
Original Binder | ||||
Flash Point. C.O.C., C, minimum | 230 | |||
Rotational Viscosity at 135 C, Pascal seconds, maximum | 3.0 | |||
Dynamic Shear at 70 C, and 10 rad/s, G*/sin , kPa, minimum | 1.00 | |||
Elastic Recovery at 25 C, 10 cm elongation, %, minimum | 30 | |||
RTFO Residue | ||||
Mass Loss, %, maximum | 1.00 | |||
Dynamic Shear at 70 C, and 10 rad/s, G*/sin , kPa, minimum | 2.20 | |||
PAV Residue | ||||
Dynamic Shear at 28 C, and 10 rad/s, G*sin , MPa, maximum | 5000 | |||
Bending Beam Rheometer, Creep Stiffness at -12 C, MPa, maximum | 300 | |||
Bending Beam Rheometer, m-value at -12 C, MPa, minimum | 0.300 |
3/19/2009 F.12
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
LION OIL COMPANY | CONFIDENTIAL |
EL DORADO, ARKANSAS | MANUFATURING SPECIFICATION |
PG76-22S | |
TEXAS HIGHWAY DEPARTMENT |
Original Binder | |||
Flash Point. C.O.C., C, minimum | 230 | ||
Rotational Viscosity at 135 C, Pascal seconds, maximum | 3.0 | ||
Dynamic Shear at 70 C, and 10 rad/s, G*/sin , kPa, minimum | 1.00 | ||
Elastic Recovery at 25 C, 10 cm elongation, %, minimum | 30 | ||
RTFO Residue | |||
Mass Loss, %, maximum | 1.00 | ||
Dynamic Shear at 70 C, and 10 rad/s, G*/sin , kPa, minimum | 2.20 | ||
PAV Residue | |||
Dynamic Shear at 28 C, and 10 rad/s, G*sin , MPa, maximum | 5000 | ||
Bending Beam Rheometer, Creep Stiffness at -12 C, MPa, maximum | 300 | ||
Bending Beam Rheometer, m-value at -12 C, MPa, minimum | 0.300 |
3/19/2009 F.13
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
LION OIL COMPANY | CONFIDENTIAL |
EL DORADO, ARKANSAS | MANUFATURING SPECIFICATION |
Asphalt 1531 |
Original Binder | ||
Flash Point. C.O.C., C, minimum | [*CONFIDENTIAL*] | |
Rotational Viscosity at 135 C, Pascal seconds, maximum | [*CONFIDENTIAL*] | |
Dynamic Shear at 64 C, and 10 rad/s, G*/sin , kPa, minimum | [*CONFIDENTIAL*] | |
ES 1531 wt% | [*CONFIDENTIAL*] |
12/17/13 F.3.1
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
LION OIL COMPANY | CONFIDENTIAL |
EL DORADO, ARKANSAS | MANUFATURING SPECIFICATION |
CARBON BLACK OIL |
Gravity, API, | [*CONFIDENTIAL*] |
S.U.S. Viscosity at 210 F, maximum (D88) | [*CONFIDENTIAL*] |
Sulfur % (D129), maximum | [*CONFIDENTIAL*] |
Ash, Wt. % | [*CONFIDENTIAL*] |
Flash, PMCC, minimum | [*CONFIDENTIAL*] |
12/18/13 10
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
LION OIL COMPANY | CONFIDENTIAL |
EL DORADO, ARKANSAS | MANUFATURING SPECIFICATION |
FLUX |
Finished Material | |
Manufacturing Specifications | |
Saybolt Furol Viscosity at 210 F | [*CONFIDENTIAL*] |
Rotational Viscosity at 210 F, Centipoise | [*CONFIDENTIAL*] |
Flash Point, C.O.C., F, minimum | [*CONFIDENTIAL*] |
12/17/2013 I.8
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
LION OIL COMPANY | CONFIDENTIAL |
EL DORADO, ARKANSAS | MANUFATURING SPECIFICATION |
Fuel Oil 1761 |
Finished Material | |
Manufacturing Specifications | |
Flash Point. C.O.C., C, minimum | [*CONFIDENTIAL*] |
Rotational Viscosity at 135 C, cps | [*CONFIDENTIAL*] |
Vapor Space H2S ppm , maximum | [*CONFIDENTIAL*] |
12/17/13 F.3.4
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
LION OIL COMPANY | CONFIDENTIAL |
EL DORADO, ARKANSAS | MANUFATURING SPECIFICATION |
PG 1531 |
Original Binder | ||
Flash Point. C.O.C., C, minimum | [*CONFIDENTIAL*] | |
Rotational Viscosity at 135 C, Pascal seconds, maximum | [*CONFIDENTIAL*] | |
Dynamic Shear at 64 C, and 10 rad/s, G*/sin , kPa, minimum | [*CONFIDENTIAL*] | |
ES 1531 wt% | [*CONFIDENTIAL*] | |
Cargill Oil wt% | [*CONFIDENTIAL*] |
12/17/13 F.3.2
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
LION OIL COMPANY | CONFIDENTIAL |
EL DORADO, ARKANSAS | SPECIFICATION |
Sodium Hydrosulfide Solution |
Specification | |
Sodium Hydrosulfide, Wt% NaHS | [*CONFIDENTIAL*] |
Sodium Sulfide, Wt% Na2S | [*CONFIDENTIAL*] max |
Carbonate as Sodium Carbonate, Wt% Na2CO3 | [*CONFIDENTIAL*] max |
pH | [*CONFIDENTIAL*] max |
Specific Gravity, 60 F | [*CONFIDENTIAL*] |
12/18/13 21
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
LION OIL COMPANY | CONFIDENTIAL |
EL DORADO, ARKANSAS | MANUFATURING SPECIFICATION |
VTB Heavy |
Finished Material | Manufacturing Specifications |
Flash Point. C.O.C., C, minimum | [*CONFIDENTIAL*] |
Rotational Viscosity at 135 C, cps | [*CONFIDENTIAL*] |
12/17/13 F.3.3
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
Schedule B-2
Pricing Benchmarks
Table 1: Baseline Volume
Group | Step-In Price | Step-Out Price | |
GASOLINE | Averaging1 Mechanism | Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month prior to the Adjustment Date (In the case of the initial term, April 24, 25, 28 & 29 of 2014) | 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, April 24, 25, 26 & 27 of 2017) |
Reference2 Price | The sum of (i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract expressed in $/bbl and (ii) plus Gasoline Adjustment Date Differential | The sum of (i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract expressed in $/bbl and (ii) $[*CONFIDENTIAL*]/ barrel | |
SLURRY | Averaging Mechanism | Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month prior to the Adjustment Date (In the case of the initial term, April 24, 25, 28 & 29 of 2014) | 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, April 24, 25, 26 & 27 of 2017) |
____________________
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. All averages and final prices for Catfeed, Slurry, Crude, Diesel, Gasoline, and LPG shall be rounded to 4 decimal points, and averages and final prices for Asphalt and Slop shall be rounded to 3 decimal points.
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
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.
Reference Price | The product of: (i) The closing settlement price on the New York Mercantile Exchange for the first nearby Light Sweet Crude Oil Futures Contract expressed in $/bbl, and (ii) [*CONFIDENTIAL*] | The product of: (i) The closing settlement price on the New York Mercantile Exchange for the first nearby Light Sweet Crude Oil Futures Contract expressed in $/bbl, and (ii) [*CONFIDENTIAL*] | |
CATFEED | Averaging Mechanism | Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month prior to the Adjustment Date (In the case of the initial term, April 24, 25, 28 & 29 of 2014) | 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, April 24, 25, 26 & 27 of 2017) |
Reference Price | The sum of (i) [*CONFIDENTIAL*] * Nymex RBOB * 42, with such result expressed in $/bbl, (ii) [*CONFIDENTIAL*] * USGC ULSD * 0.42, with such result expressed in $/bbl, and (iii) minus $[*CONFIDENTIAL*]/ 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 expressed in $/gal. 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 expressed in cents/gal *Common pricing does not apply | The sum of (i) [*CONFIDENTIAL*] * Nymex RBOB * 42, with such result expressed in $/bbl, (ii) [*CONFIDENTIAL*] * USGC ULSD * 0.42, with such result expressed in $/bbl, and (iii) minus $[*CONFIDENTIAL*]/ 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 expressed in $/gal. 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 expressed in cents/gal *Common pricing does not apply |
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
CRUDE | Averaging Mechanism | Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month prior to the Adjustment Date (In the case of the initial term, April 24, 25, 28 & 29 of 2014) | 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, April 24, 25, 26 & 27 of 2017) |
Reference Price | The sum of (i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract expressed in $/bbl and (ii) plus $[*CONFIDENTIAL*]/bbl | The sum of (i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract expressed in $/bbl and (ii) plus $[*CONFIDENTIAL*]/bbl | |
SLOP | Averaging Mechanism | Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month prior to the Adjustment Date (In the case of the initial term, April 24, 25, 28 & 29 of 2014) | 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, April 24, 25, 26 & 27 of 2017) |
Reference Price | The sum of (i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Sweet Crude Oil Futures Contract expressed in $/bbl and (ii) $[*CONFIDENTIAL*]/ barrel | The sum of (i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Sweet Crude Oil Futures Contract expressed in $/bbl and (ii) $[*CONFIDENTIAL*]/ barrel | |
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
DIESEL | Averaging Mechanism | Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month prior to the Adjustment Date (In the case of the initial term, April 24, 25, 28 & 29 of 2014) | 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, April 24, 25, 26 & 27 of 2017) |
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 expressed in cents/gal and (y) minus [*CONFIDENTIAL*]/ gallon, and (ii) 0.42, with such result expressed in $/bbl | The sum of (i) the product of (x) the closing settlement price on the New York Mercantile Exchange for the first nearby New York Harbor ULSD Futures contract expressed in $/gal and (y) 42 gallons / barrel, and (ii) minus $[*CONFIDENTIAL*]/ barrel, with such result expressed in $/bbl | |
ASPHALT | Averaging Mechanism | The arithmetic average of the Trading Days in the calendar month, 2 months prior to the day immediately preceding the Applicable Step-In Date occurs | The arithmetic average of the Trading Days in the calendar month, 2 months prior to the day immediately preceding the Applicable Step-Out Date occurs |
Reference Price | The sum of: (x) the product of [*CONFIDENTIAL*] and the closing settlement price on the New York Mercantile Exchange for the first nearby Light Sweet Crude Oil Futures Contract expressed in $/bbl (y) $[*CONFIDENTIAL*] / barrel | The sum of: (x) the product of [*CONFIDENTIAL*] and the closing settlement price on the New York Mercantile Exchange for the first nearby Light Sweet Crude Oil Futures Contract expressed in $/bbl (y) $[*CONFIDENTIAL*] / barrel | |
Asphalt Payment Provision | For the purposes of all Asphalt Group payments other than for the daily Interim Payments, 75% of the value will be due on the Business |
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
Provision | Day such value would otherwise be due, with the remaining 25% due upon the Termination Date. | ||
LPG | Averaging Mechanism | Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month prior to the Adjustment Date (In the case of the initial term, April 24, 25, 28 & 29 of 2014) | 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, April 24, 25, 26 & 27 of 2017) |
Reference Price | The product of (i) the sum of, (x) the TET propane price quoted in the Oil Price Information Service (“OPIS”) LP Report under the heading ‘Mont Belvieu Spot Gas Liquids Prices’ in the section ‘TET Propane’ under the heading ‘Any Current Month’ in the column ‘AVG’ expressed in cents/gal (y) [*CONFIDENTIAL*] / gallon, and (ii) 0.42, with such result expressed in $/bbl | The product of (i) the sum of, (x) the TET propane price quoted in the Oil Price Information Service (“OPIS”) LP Report under the heading ‘Mont Belvieu Spot Gas Liquids Prices’ in the section ‘TET Propane’ under the heading ‘Any Current Month’ in the column ‘AVG’ expressed in cents/gal (y) [*CONFIDENTIAL*] / gallon, and (ii) 0.42, with such result expressed in $/bbl | |
Trading Day: Any Business Day for which the relevant price is published.
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
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 | Averaging3 Mechanism | Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month prior to the Adjustment Date (In the case of the initial term, April 24, 25, 28 & 29 of 2014) | 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, April 24, 25, 26 & 27 of 2017) |
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 expressed in $/gal and (y) minus $[*CONFIDENTIAL*] / gallon, and (ii) 42 gallons / barrel, with such result expressed in $/bbl | 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 expressed in $/gal and (y) minus $[*CONFIDENTIAL*] / gallon, and (ii) 42 gallons / barrel, with such result expressed in $/bbl | 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 expressed in $/gal and (y) minus $[*CONFIDENTIAL*] / gallon, and (ii) 42 gallons / barrel, with such result expressed in $/bbl | 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 expressed in $/gal and (y) minus $[*CONFIDENTIAL*] / gallon, and (ii) 42 gallons / barrel, with such result expressed in $/bbl | 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 expressed in $/gal and (y) minus $[*CONFIDENTIAL*] / gallon, and (ii) 42 gallons / barrel, with such result expressed in $/bbl |
____________________
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.
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
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 | |
SLURRY | Averaging Mechanism | Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month prior to the Adjustment Date (In the case of the initial term, April 24, 25, 28 & 29 of 2014) | 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, April 24, 25, 26 & 27 of 2017) |
Reference Price | The product of: (i) The closing settlement price on the New York Mercantile Exchange for the first nearby Light Sweet Crude Oil Futures Contract expressed in $/bbl, and (ii) [*CONFIDENTIAL*] | The product of: (i) The closing settlement price on the New York Mercantile Exchange for the first nearby Light Sweet Crude Oil Futures Contract expressed in $/bbl, and (ii) [*CONFIDENTIAL*] | The product of: (i) The closing settlement price on the New York Mercantile Exchange for the first nearby Light Sweet Crude Oil Futures Contract expressed in $/bbl, and (ii) [*CONFIDENTIAL*] | The product of: (i) The closing settlement price on the New York Mercantile Exchange for the first nearby Light Sweet Crude Oil Futures Contract expressed in $/bbl, and (ii) [*CONFIDENTIAL*] | The product of: (i) The closing settlement price on the New York Mercantile Exchange for the first nearby Light Sweet Crude Oil Futures Contract expressed in $/bbl, and (ii) [*CONFIDENTIAL*] | |
CATFEED | Averaging Mechanism | Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month prior to the Adjustment Date (In the case of the initial term, April 24, 25, 28 & 29 of 2014) | 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, April 24, 25, 26 & 27 of 2017) |
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
Reference Price | The sum of (i) [*CONFIDENTIAL*] * Nymex RBOB * 42, with such result expressed in $/bbl, (ii) [*CONFIDENTIAL*] * USGC ULSD * 0.42, with such result expressed in $/bbl, and (iii) minus $[*CONFIDENTIAL*] / barrel. Where “Nymex RBOB” is: the closing settlement price on the New York Mercantile Exchange for the first nearby New York | The sum of (i) [*CONFIDENTIAL*] * Nymex RBOB * 42, with such result expressed in $/bbl, (ii) [*CONFIDENTIAL*] * USGC ULSD * 0.42, with such result expressed in $/bbl, and (iii) minus $[*CONFIDENTIAL*] / barrel. Where “Nymex RBOB” is: | The sum of (i) [*CONFIDENTIAL*] * Nymex RBOB * 42, with such result expressed in $/bbl, (ii) [*CONFIDENTIAL*] * USGC ULSD * 0.42, with such result expressed in $/bbl, and (iii) minus $[*CONFIDENTIAL*] / barrel. Where “Nymex RBOB” is: | The sum of (i) [*CONFIDENTIAL*] * Nymex RBOB * 42, with such result expressed in $/bbl, (ii) [*CONFIDENTIAL*] * USGC ULSD * 0.42, with such result expressed in $/bbl, and (iii) minus $[*CONFIDENTIAL*] / barrel. Where “Nymex RBOB” is: | The sum of (i) [*CONFIDENTIAL*] * Nymex RBOB * 42, with such result expressed in $/bbl, (ii) [*CONFIDENTIAL*] * USGC ULSD * 0.42, with such result expressed in $/bbl, and (iii) minus $[*CONFIDENTIAL*] / barrel. Where “Nymex RBOB” is: the closing settlement price on the New York Mercantile Exchange for the first nearby New York | |
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 | |
Harbor Reformulated Gasoline Blendstock for Oxygen Blending contract expressed in $/gal. 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 expressed in cents/gal *Common pricing does not apply | the closing settlement price on the New York Mercantile Exchange for the first nearby New York Harbor Reformulated Gasoline Blendstock for Oxygen Blending contract expressed in $/gal. 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 expressed in cents/gal *Common pricing does not apply | the closing settlement price on the New York Mercantile Exchange for the first nearby New York Harbor Reformulated Gasoline Blendstock for Oxygen Blending contract expressed in $/gal. 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 expressed in cents/gal *Common pricing does not apply | the closing settlement price on the New York Mercantile Exchange for the first nearby New York Harbor Reformulated Gasoline Blendstock for Oxygen Blending contract expressed in $/gal. 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 expressed in cents/gal *Common pricing does not apply | Harbor Reformulated Gasoline Blendstock for Oxygen Blending contract expressed in $/gal. 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 expressed in cents/gal *Common pricing does not apply | ||
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
CRUDE | Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month prior to the Adjustment Date (In the case of the initial term, April 24, 25, 28 & 29 of 2014) | 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, April 24, 25, 26 & 27 of 2017) | |
Reference Price | The sum of (i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Sweet Crude Oil Futures Contract expressed in $/bbl, (ii) the April 2014 Roll (iii) [*CONFIDENTIAL*] times the April 2014 Mars Differential, and (iv) minus $[*CONFIDENTIAL*]/bbl | Best estimate for the applicable Procurement Price | The sum of (i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract expressed in $/bbl and (ii) plus $[*CONFIDENTIAL*]/bbl | Base Price | The sum of (i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract expressed in $/bbl and (ii) plus $[*CONFIDENTIAL*]/bbl |
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
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 | |
Definitions applicable to the Reference Price for the Crude Group | Roll: for the applicable month, as calculated when the applicable month is the prompt month Nymex contract [(b-c)*0.667] + [(b-d)*0.333], where (b) is the arithmetic average of the closing settlement prices on the New York Mercantile Exchange for the first nearby Light Sweet Crude Oil Futures Contract, with such result expressed in $/bbl (c) is the arithmetic average of the closing settlement prices on the New York Mercantile Exchange for the second nearby Light Sweet Crude Oil Futures Contract, with such result expressed in $/bbl (d) is the arithmetic average of the closing settlement prices on the New York Mercantile Exchange for the third nearby Light Sweet Crude Oil Futures Contract, with such result expressed in $/bbl Mars Differential: for the applicable month, as calculated from the day following the deadline for pipeline scheduling (usually the 26th of the month) 2 months prior to the delivery month, through the last day of pipeline scheduling (usually the 25th of the month) 1 month prior to the delivery month, excluding Saturday, Sunday and holidays, where the differential is calculated as: (x) the arithmetic average of the daily quotations as published by Argus Americas Crude in the section “US Gulf Coast” for the Mars quotation in the "Wtd Avg" column, with such result expressed in $/bbl, minus (y) the arithmetic average of the daily quotations as published by Argus Americas Crude in the section “WTI Formula Basis” for the prompt month, with such result expressed in $/bbl | |||||
SLOP | Averaging Mechanism | Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month prior to the Adjustment Date (In the case of the initial term, April 24, 25, 28 & 29 of 2014) | 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, April 24, 25, 26 & 27 of 2017) |
Reference Price | The sum of (i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Sweet Crude Oil Futures Contract expressed in $/bbl and (ii) $[*CONFIDENTIAL*] / barrel | The sum of (i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Sweet Crude Oil Futures Contract expressed in $/bbl and (ii) $[*CONFIDENTIAL*] / barrel | The sum of (i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Sweet Crude Oil Futures Contract expressed in $/bbl and (ii) $[*CONFIDENTIAL*] / barrel | The sum of (i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Sweet Crude Oil Futures Contract expressed in $/bbl and (ii) $[*CONFIDENTIAL*] / barrel | The sum of (i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Sweet Crude Oil Futures Contract expressed in $/bbl and (ii) $[*CONFIDENTIAL*] / barrel | |
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
DIESEL | Averaging Mechanism | Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month prior to the Adjustment Date (In the case of the initial term, April 24, 25, 28 & 29 of 2014) | 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, April 24, 25, 26 & 27 of 2017) |
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 expressed in cents/gal and (y) minus [*CONFIDENTIAL*] / gallon, and (ii) 0.42, with such result expressed in $/bbl | 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 expressed in cents/gal and (y) minus [*CONFIDENTIAL*] / gallon, and (ii) 0.42, with such result expressed in $/bbl | 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 expressed in cents/gal and (y) minus [*CONFIDENTIAL*] / gallon, and (ii) 0.42, with such result expressed in $/bbl | 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 expressed in cents/gal and (y) minus [*CONFIDENTIAL*] / gallon, and (ii) 0.42, with such result expressed in $/bbl | 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 expressed in cents/gal and (y) minus [*CONFIDENTIAL*] / gallon, and (ii) 0.42, with such result expressed in $/bbl | |
ASPHALT | Averaging Mechanism | The arithmetic average of the Trading Days in the calendar month, 2 months prior to the day immediately preceding the Applicable Step-Out Date occurs | 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 True Up calendar month | The arithmetic average of the Trading Days in the calendar month, 2 months prior to the applicable True Up calendar month | The arithmetic average of the Trading Days in the calendar month, 2 months prior to the day immediately preceding the Applicable Step-Out Date occurs |
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
Reference Price | The sum of: (x) the product of [*CONFIDENTIAL*] and the closing settlement price on the New York Mercantile Exchange for the first nearby Light Sweet Crude Oil Futures Contract expressed in $/bbl (y) $[*CONFIDENTIAL*] / barrel | The product of: (i) The sum of (x) the product of [*CONFIDENTIAL*] and the closing settlement price on the New York Mercantile Exchange for the first nearby Light Sweet Crude Oil Futures Contract expressed in $/bbl (y) $[*CONFIDENTIAL*] / barrel, and (ii) [*CONFIDENTIAL*] | The sum of: (x) the product of [*CONFIDENTIAL*] and the closing settlement price on the New York Mercantile Exchange for the first nearby Light Sweet Crude Oil Futures Contract expressed in $/bbl (y) $[*CONFIDENTIAL*] / barrel | The sum of: (x) the product of [*CONFIDENTIAL*] and the closing settlement price on the New York Mercantile Exchange for the first nearby Light Sweet Crude Oil Futures Contract expressed in $/bbl (y) $[*CONFIDENTIAL*] / barrel | The sum of: (x) the product of [*CONFIDENTIAL*] and the closing settlement price on the New York Mercantile Exchange for the first nearby Light Sweet Crude Oil Futures Contract expressed in $/bbl (y) $[*CONFIDENTIAL*] / barrel | |
Asphalt Payment Provision | For the purposes of all Asphalt Group payments other than for the daily Interim Payments75% of the value will be due on the Business Day such value would otherwise be due, with the remaining 25% due upon the Termination Date. | |||||
LPG | Averaging Mechanism | Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month prior to the Adjustment Date (In the case of the initial term, April 24, 25, 28 & 29 of 2014) | 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, April 24, 25, 26 & 27 of 2017) |
Reference Price | The product of (i) the sum of, (x) the TET propane price quoted in the Oil Price Information Service (“OPIS”) LP Report under the heading ‘Mont Belvieu Spot Gas Liquids Prices’ in the section ‘TET Propane’ under the heading ‘Any Current Month’ in the column ‘AVG’ expressed in cents/gal (y) [*CONFIDENTIAL*] | The product of (i) the sum of, (x) the TET propane price quoted in the Oil Price Information Service (“OPIS”) LP Report under the heading ‘Mont Belvieu Spot Gas Liquids Prices’ in the section ‘TET Propane’ under the heading ‘Any Current Month’ in the column ‘AVG’ expressed in | The product of (i) the sum of, (x) the TET propane price quoted in the Oil Price Information Service (“OPIS”) LP Report under the heading ‘Mont Belvieu Spot Gas Liquids Prices’ in the section ‘TET Propane’ under the heading ‘Any Current Month’ in the column ‘AVG’ expressed in cents/gal | The product of (i) the sum of, (x) the TET propane price quoted in the Oil Price Information Service (“OPIS”) LP Report under the heading ‘Mont Belvieu Spot Gas Liquids Prices’ in the section ‘TET Propane’ under the heading ‘Any Current Month’ in the column ‘AVG’ expressed in cents/gal | The product of (i) the sum of, (x) the TET propane price quoted in the Oil Price Information Service (“OPIS”) LP Report under the heading ‘Mont Belvieu Spot Gas Liquids Prices’ in the section ‘TET Propane’ under the heading ‘Any Current Month’ in the column ‘AVG’ expressed in cents/gal (y) [*CONFIDENTIAL*] |
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
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 | |
/ gallon, and (ii) 0.42, with such result expressed in $/bbl | cents/gal (y) [*CONFIDENTIAL*] / gallon, and (ii) 0.42, with such result expressed in $/bbl | (y) [*CONFIDENTIAL*] / gallon, and (ii) 0.42, with such result expressed in $/bbl | (y) [*CONFIDENTIAL*] / gallon, and (ii) 0.42, with such result expressed in $/bbl | / gallon, and (ii) 0.42, with such result expressed in $/bbl | ||
Trading Day: Any Business Day for which the relevant price is published.
Base Price: The volume weighted average purchase price per barrel calculated under all Procurement Contracts under which such Crude Oil was acquired during such month. The volume weighted average will be calculated as the net dollars paid or received on all Procurement Contracts, with Aron payments to third parties represented as a positive dollar amount and Aron receipts from third parties represented as a negative dollar amount, divided by the net volume on all Procurement Contracts, with Aron purchases represented as a positive volume and Aron sales represented as a negative volume.
Procurement Price: The volume weighted average purchase price per barrel calculated under all Procurement Contracts under which such Crude Oil was acquired during such month. The volume weighted average will be calculated as the net dollars paid or received on all Procurement Contracts, with Aron payments to third parties represented as a positive dollar amount and Aron receipts from third parties represented as a negative dollar amount, divided by the net volume on all Procurement Contracts, with Aron purchases represented as a positive volume and Aron sales represented as a negative volume.
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
Schedule B-3
Pricing Benchmarks
Table 1: Baseline Volume
Group | Step-In Price | Step-Out Price | |
GASOLINE | Averaging Days | April 24, 25, 26, 27 of 2017 | April 24, 27, 28, 29 of 2020 |
Reference Price | The result of: (i) The arithmetic average of the closing settlement price(s) on the New York Mercantile Exchange for the first nearby Light Sweet Crude Oil Futures Contract on the Averaging Days, with such result expressed in $/bbl and rounded to 4 decimal points, plus (ii) $[*CONFIDENTIAL*]/bbl | The result of: (i) The arithmetic average of the closing settlement price(s) on the New York Mercantile Exchange for the first nearby Light Sweet Crude Oil Futures Contract on the Averaging Days, with such result expressed in $/bbl and rounded to 4 decimal points, plus (ii) $[*CONFIDENTIAL*]/bbl | |
CATFEED | Averaging Days | April 24, 25, 26, 27 of 2017 | All Trading Days in the calendar month of April 2020. |
Reference Price | The result of: (i) The average of the mean of the high and low daily quotation published in "Platts US Marketscan" in the section "GULF COAST" under the heading "Houston" and subheading "Prompt Pipeline" for the Ultra low sulfur diesel quotation on the Averaging Days, with such result expressed in cents/gal and rounded to 4 decimal points, multiplied by (ii) 0.42, with such result expressed in $/bbl and rounded to 4 decimal points, | The result of: (i) The average of the mean of the high and low daily quotation published in "Platts US Marketscan" in the section "GULF COAST" under the heading "Houston" and subheading "Prompt Pipeline" for the Ultra low sulfur diesel quotation on the Averaging Days, with such result expressed in cents/gal and rounded to 4 decimal points, multiplied by (ii) 0.42, with such result expressed in $/bbl and rounded to 4 decimal points, |
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
Group | Step-In Price | Step-Out Price | |
plus (iii) Catfeed Second Adjustment Date Differential | plus (iii) Catfeed Second Adjustment Date Differential | ||
CRUDE | Averaging Days | April 24, 25, 26, 27 of 2017 | April 24, 27, 28, 29 of 2020 |
Reference Price | The result of: (i) The arithmetic average of the closing settlement price(s) on the New York Mercantile Exchange for the first nearby Light Sweet Crude Oil Futures Contract on the Averaging Days, with such result expressed in $/bbl and rounded to 4 decimal points, plus (ii) $[*CONFIDENTIAL*]/bbl | The result of: (i) The arithmetic average of the closing settlement price(s) on the New York Mercantile Exchange for the first nearby Light Sweet Crude Oil Futures Contract on the Averaging Days, with such result expressed in $/bbl and rounded to 4 decimal points, plus (ii) $[*CONFIDENTIAL*]/bbl | |
DIESEL | Averaging Mechanism | April 24, 25, 26, 27 of 2017 | April 24, 27, 28, 29 of 2020 |
Reference Price | The result of: (i) The arithmetic average of the closing settlement prices on the New York Mercantile Exchange for the second nearby New York Harbor Ultra Low Sulfur Diesel Contract on the Averaging Days, with such result expressed in $/gal and rounded to 4 decimal points, multiplied by (ii) 42, with such result expressed in $/bbl and rounded to 4 decimal points, minus (iii) $[*CONFIDENTIAL*]/bbl | The result of: (i) The arithmetic average of the closing settlement prices on the New York Mercantile Exchange for the first nearby New York Harbor Ultra Low Sulfur Diesel Contract on the Averaging Days, with such result expressed in $/gal and rounded to 4 decimal points, multiplied by (ii) 42, with such result expressed in $/bbl and rounded to 4 decimal points, minus (iii) $[*CONFIDENTIAL*]/bbl |
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
Group | Step-In Price | Step-Out Price | |
ASPHALT | Averaging Days | All Trading Days in the calendar month that is 2 months prior to the calendar day immediately preceding the Applicable Step-In Date | All Trading Days in the calendar month that is 2 months prior to the calendar day immediately preceding the Applicable Step-Out Date |
Reference Price | The result of: (i) The arithmetic average of the closing settlement price(s) on the New York Mercantile Exchange for the first nearby Light Sweet Crude Oil Futures Contract on the Averaging Days with such result expressed in $/bbl and rounded to 4 decimal points, multiplied by (ii) [*CONFIDENTIAL*], with such result expressed in $/bbl, plus (iii) $[*CONFIDENTIAL*]/bbl | The result of: (i) The arithmetic average of the closing settlement price(s) on the New York Mercantile Exchange for the first nearby Light Sweet Crude Oil Futures Contract on the Averaging Days with such result expressed in $/bbl and rounded to 4 decimal points, multiplied by (ii) [*CONFIDENTIAL*], with such result expressed in $/bbl, plus (iii) $[*CONFIDENTIAL*]/bbl |
Trading Day: Any Business Day for which the relevant price is published.
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
Table 2: Volume in excess of Baseline Volume
Group | Step-In Price | Daily Price | Short Crude FIFO Price / Short Product FIFO Price | Long Crude FIFO Price / Long Product FIFO Price | Step-Out Price | |
GASOLINE | Averaging Days | April 24, 25, 26, 27 of 2017 | The Trading Day preceding the relevant invoice date | All Trading Days in the calendar month preceding the relevant invoice date for the Monthly True-Up Amount | All Trading Days in the calendar month preceding the relevant invoice date for the Monthly True-Up Amount | April 24, 27, 28, 29 of 2020 |
Reference Price | The result of: (i) The arithmetic average of the closing settlement price(s) on the New York Mercantile Exchange for the first nearby Light Sweet Crude Oil Futures Contract on the Averaging Days, with such result expressed in $/bbl and rounded to 4 decimal points, plus (ii) Gasoline Second Adjustment Date Differential | The result of: (i) The arithmetic average of the closing settlement price(s) on the New York Mercantile Exchange for the first nearby Light Sweet Crude Oil Futures Contract on the Averaging Days, with such result expressed in $/bbl and rounded to 4 decimal points, plus (ii) Gasoline Second Adjustment Date Differential | The result of: (i) The arithmetic average of the closing settlement price(s) on the New York Mercantile Exchange for the first nearby Light Sweet Crude Oil Futures Contract on the Averaging Days, with such result expressed in $/bbl and rounded to 4 decimal points, plus (ii) Gasoline Second Adjustment Date Differential | The result of: (i) The arithmetic average of the closing settlement price(s) on the New York Mercantile Exchange for the first nearby Light Sweet Crude Oil Futures Contract on the Averaging Days, with such result expressed in $/bbl and rounded to 4 decimal points, plus (ii) Gasoline Second Adjustment Date Differential | The result of: (i) The arithmetic average of the closing settlement price(s) on the New York Mercantile Exchange for the first nearby Light Sweet Crude Oil Futures Contract on the Averaging Days, with such result expressed in $/bbl and rounded to 4 decimal points, plus (ii) Gasoline Second Adjustment Date Differential | |
CATFEED | Averaging Days | April 24, 25, 26, 27 of 2017 | The Trading Day preceding the relevant invoice date | All Trading Days in the calendar month preceding the relevant invoice date for the Monthly True-Up Amount | All Trading Days in the calendar month preceding the relevant invoice date for the Monthly True-Up Amount | All Trading Days in the calendar month of April 2020. |
Reference Price | The result of: (i) The average of the mean of the high and low daily quotation published in "Platts US Marketscan" in the section "GULF COAST" under the heading "Houston" and subheading "Prompt Pipeline" for the Ultra low sulfur diesel quotation on the Averaging Days, with such result expressed in cents/gal and rounded to 4 decimal points, multiplied by (ii) 0.42, with such result expressed | The result of: (i) The average of the mean of the high and low daily quotation published in "Platts US Marketscan" in the section "GULF COAST" under the heading "Houston" and subheading "Prompt Pipeline" for the Ultra low sulfur diesel quotation on the Averaging Days, with such result expressed in cents/gal and rounded to 4 | The result of: (i) The average of the mean of the high and low daily quotation published in "Platts US Marketscan" in the section "GULF COAST" under the heading "Houston" and subheading "Prompt Pipeline" for the Ultra low sulfur diesel quotation on the Averaging Days, with such result expressed in cents/gal and rounded to 4 decimal points, | The result of: (i) The average of the mean of the high and low daily quotation published in "Platts US Marketscan" in the section "GULF COAST" under the heading "Houston" and subheading "Prompt Pipeline" for the Ultra low sulfur diesel quotation on the Averaging Days, with such result expressed in cents/gal and rounded to 4 decimal points, | The result of: (i) The average of the mean of the high and low daily quotation published in "Platts US Marketscan" in the section "GULF COAST" under the heading "Houston" and subheading "Prompt Pipeline" for the Ultra low sulfur diesel quotation on the Averaging Days, with such result expressed in cents/gal and rounded to 4 decimal points, |
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
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 | |
in $/bbl and rounded to 4 decimal points, plus (iii) Catfeed Second Adjustment Date Differential | decimal points, multiplied by (ii) 0.42, with such result expressed in $/bbl and rounded to 4 decimal points, plus (iii) Catfeed Second Adjustment Date Differential | multiplied by (ii) 0.42, with such result expressed in $/bbl and rounded to 4 decimal points, plus (iii) Catfeed Second Adjustment Date Differential | multiplied by (ii) 0.42, with such result expressed in $/bbl and rounded to 4 decimal points, plus (iii) Catfeed Second Adjustment Date Differential | multiplied by (ii) 0.42, with such result expressed in $/bbl and rounded to 4 decimal points, plus (iii) Catfeed Second Adjustment Date Differential | ||
CRUDE | Averaging Days | April 24, 25, 26, 27 of 2017 | The Trading Day preceding the relevant invoice date | All Trading Days in the calendar month preceding the relevant invoice date for the Monthly True-Up Amount | As set forth in the applicable Base Price section or Alternate Price section | April 24, 27, 28, 29 of 2020 |
Reference Price | The result of: (i) The arithmetic average of the closing settlement price(s) on the New York Mercantile Exchange for the first nearby Light Sweet Crude Oil Futures Contract on the Averaging Days, with such result expressed in $/bbl and rounded to 4 decimal points, plus (ii) $[*CONFIDENTIAL*]/bbl | Best estimate for the applicable Procurement Price | The result of: (i) The arithmetic average of the closing settlement price(s) on the New York Mercantile Exchange for the first nearby Light Sweet Crude Oil Futures Contract on the Averaging Days, with such result expressed in $/bbl and rounded to 4 decimal points, plus (ii) $[*CONFIDENTIAL*]/bbl | (i) Base Price, or (ii) Alternate Price plus the Phys Diff | The result of: (i) The arithmetic average of the closing settlement price(s) on the New York Mercantile Exchange for the first nearby Light Sweet Crude Oil Futures Contract on the Averaging Days, with such result expressed in $/bbl and rounded to 4 decimal points, plus (ii) $[*CONFIDENTIAL*]/bbl | |
DIESEL | April 24, 25, 26, 27 of 2017 | The Trading Day preceding the relevant invoice date | All Trading Days in the calendar month preceding the relevant invoice date for the Monthly True-Up Amount | All Trading Days in the calendar month preceding the relevant invoice date for the Monthly True-Up Amount | April 24, 27, 28, 29 of 2020 |
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
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 result of: (i) The average of the mean of the high and low daily quotation published in "Platts US Marketscan" in the section "GULF COAST" under the heading "Houston" and subheading "Prompt Pipeline" for the Ultra low sulfur diesel quotation on the Averaging Days, with such result expressed in cents/gal and rounded to 4 decimal points, multiplied by (ii) 0.42, with such result expressed in $/bbl and rounded to 4 decimal points, minus (iii) $[*CONFIDENTIAL*]/bbl | The result of: (i) The average of the mean of the high and low daily quotation published in "Platts US Marketscan" in the section "GULF COAST" under the heading "Houston" and subheading "Prompt Pipeline" for the Ultra low sulfur diesel quotation on the Averaging Days, with such result expressed in cents/gal and rounded to 4 decimal points, multiplied by (ii) 0.42, with such result expressed in $/bbl and rounded to 4 decimal points, minus (iii) $[*CONFIDENTIAL*]/bbl | The result of: (i) The average of the mean of the high and low daily quotation published in "Platts US Marketscan" in the section "GULF COAST" under the heading "Houston" and subheading "Prompt Pipeline" for the Ultra low sulfur diesel quotation on the Averaging Days, with such result expressed in cents/gal and rounded to 4 decimal points, multiplied by (ii) 0.42, with such result expressed in $/bbl and rounded to 4 decimal points, minus (iii) $[*CONFIDENTIAL*]/bbl | The result of: (i) The average of the mean of the high and low daily quotation published in "Platts US Marketscan" in the section "GULF COAST" under the heading "Houston" and subheading "Prompt Pipeline" for the Ultra low sulfur diesel quotation on the Averaging Days, with such result expressed in cents/gal and rounded to 4 decimal points, multiplied by (ii) 0.42, with such result expressed in $/bbl and rounded to 4 decimal points, minus (iii) $[*CONFIDENTIAL*]/bbl | The result of: (i) The average of the mean of the high and low daily quotation published in "Platts US Marketscan" in the section "GULF COAST" under the heading "Houston" and subheading "Prompt Pipeline" for the Ultra low sulfur diesel quotation on the Averaging Days, with such result expressed in cents/gal and rounded to 4 decimal points, multiplied by (ii) 0.42, with such result expressed in $/bbl and rounded to 4 decimal points, minus (iii) $[*CONFIDENTIAL*]/bbl | |
ASPHALT | Averaging Days | All Trading Days in the calendar month that is 2 months prior to the calendar day immediately preceding the Applicable Step-In Date | All Trading Days in the calendar month that is 2 months prior to the relevant payment date | All Trading Days in the calendar month that is 2 months prior to the invoice date for the Monthly True-Up Amount | All Trading Days in the calendar month that is 2 months prior to the invoice date for the Monthly True-Up Amount | All Trading Days in the calendar month that is 2 months prior to the calendar day immediately preceding the Applicable Step-Out Date |
Reference Price | The result of: (i) The arithmetic average of the closing settlement price(s) on the New York Mercantile Exchange for the first nearby Light Sweet Crude Oil Futures Contract on the Averaging Days with such result expressed in $/bbl and rounded to 4 decimal points, multiplied by (ii) [*CONFIDENTIAL*], with such result expressed in $/bbl, plus (iii) $[*CONFIDENTIAL*]/bbl | The result of: (i) The arithmetic average of the closing settlement price(s) on the New York Mercantile Exchange for the first nearby Light Sweet Crude Oil Futures Contract on the Averaging Days with such result expressed in $/bbl and rounded to 4 decimal points, multiplied by (ii) [*CONFIDENTIAL*], | The result of: (i) The arithmetic average of the closing settlement price(s) on the New York Mercantile Exchange for the first nearby Light Sweet Crude Oil Futures Contract on the Averaging Days with such result expressed in $/bbl and rounded to 4 decimal points, multiplied by (ii) [*CONFIDENTIAL*], | The result of: (i) The arithmetic average of the closing settlement price(s) on the New York Mercantile Exchange for the first nearby Light Sweet Crude Oil Futures Contract on the Averaging Days with such result expressed in $/bbl and rounded to 4 decimal points, multiplied by (ii) [*CONFIDENTIAL*], | The result of: (i) The arithmetic average of the closing settlement price(s) on the New York Mercantile Exchange for the first nearby Light Sweet Crude Oil Futures Contract on the Averaging Days with such result expressed in $/bbl and rounded to 4 decimal points, multiplied by (ii) [*CONFIDENTIAL*], with such result expressed in $/bbl, plus |
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
with such result expressed in $/bbl, plus (iii) $[*CONFIDENTIAL*]/bbl | with such result expressed in $/bbl, plus (iii) $[*CONFIDENTIAL*]/bbl | with such result expressed in $/bbl, plus (iii) $[*CONFIDENTIAL*]/bbl | (iii) $[*CONFIDENTIAL*]/bbl |
Trading Day: A day on which (i) the relevant exchange is open for trading during its regular trading session, or (ii) the price is published by the relevant price source.
Base Price: The volume weighted average purchase price per barrel calculated under all Procurement Contracts under which such Crude Oil was acquired during such month. The volume weighted average will be calculated as the net dollars paid or received on all Procurement Contracts, with Aron payments to third parties represented as a positive dollar amount and Aron receipts from third parties represented as a negative dollar amount, divided by the net volume on all Procurement Contracts, with Aron purchases represented as a positive volume and Aron sales represented as a negative volume, with such result being rounded to 4 decimal points.
Procurement Price: The volume weighted average purchase price per barrel calculated under all Procurement Contracts under which such Crude Oil was acquired during such month. The volume weighted average will be calculated as the net dollars paid or received on all Procurement Contracts, with Aron payments to third parties represented as a positive dollar amount and Aron receipts from third parties represented as a negative dollar amount, divided by the net volume on all Procurement Contracts, with Aron purchases represented as a positive volume and Aron sales represented as a negative volume, with such result being rounded to 4 decimal points.
Alternate Price: a + b + c
Where:
“a” shall be the arithmetic average of the closing settlement price(s) on the New York Mercantile Exchange for the first nearby Light Sweet Crude Oil Futures Contract, as determined on each Trading Day during the Delivery Month.
“b” shall be the arithmetic average of the daily quotations as published by "Argus Crude", in the section "US Gulf Coast and Midcontinent", subsection "WTI ($/bl)", for "WTI Midland" under the column "Weighted average" for the prompt month, for the pricing dates from and including the 26th of the month, two months prior to the Delivery Month, to and including the 25th of the month, one month prior to the Delivery Month. Saturdays, Sundays and holidays are excluded.
LESS
The arithmetic average of the daily quotations as published by "Argus Crude", in the section "US Gulf Coast and Midcontinent", subsection "WTI ($/bl)", for "WTI Cushing", under the column "WTI formula basis price" for the prompt month, for the pricing dates from and including the 26th of the month, two months prior to the Delivery Month, to and including the 25th of the month, one month prior to the Delivery Month. Saturdays, Sundays and holidays are excluded.
“c” shall be the arithmetic average of the daily quotation as published by "Argus Crude", in the section "US Gulf Coast and Midcontinent'', subsection "WTI ($/bl)", for "WTI diff to CMA Nymex" under the column "Diff weighted average" for the prompt month, for the pricing dates from and including the 26th of the month, two months prior to the Delivery Month, to and including the 25th of the month, one month prior to the Delivery Month. Saturdays, Sundays and holidays are excluded.
The Phys Diff for each calendar month equals:
a-b
Where:
“a” shall equal the Base Price for the previous calendar month
“b” shall equal the Alternate Price for the previous calendar month
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
Applicable Step-In Date: May 1, 2017
Applicable Step-Out Date: April 30, 2020
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
SCHEDULE C-2
Monthly True-up Amounts
I. For purposes of determining the Monthly Crude Oil True-up Amount, the following terms shall have the meanings specified below:
“Gross Monthly Crude Oil Value” (denoted as “R”) means, for any month, the result of the following formula (with each variable determined with respect to such month):
[*CONFIDENTIAL*]
Where:
“F” represents the FIFO Sales Value from the Prior Month, computed as the product of the FIFO Sales Price from Prior Month and FIFO Sales Volume from Prior Month
“I” represent the Sales for Current Month Value of such month,
“K” represents the Short Crude FIFO Value as of the end of such month, and
“M” represents Crude Purchase Fee as defined in Article 6.4 of the Supply and Offtake Agreement
“X” represents Counterparty Crude Sales Fee
“FIFO Sales Price from Prior Month” (denoted as “F”) means the prior month price associated with the prior month Short Crude FIFO Volume or Long Crude FIFO Volume. If the prior month has a Short Crude FIFO Volume then use that prior month’s Short Crude FIFO Price. If the prior month has a Long Crude FIFO Volume then use that prior month’s Long Crude FIFO Price.
“Sales for Current Month Volume” means, for any month, the sum of (A) Monthly Crude Procurement Purchase Volume, (B) Monthly Crude Procurement Sale Volume and (C) Additional Sales Volume for such month.
“Additional Sales Volume” means, for any month, the greater of the Adjusted Monthly Crude Sale Volume for such month and the Adjusted Target Crude Sales Volume for such month, less the sum of the (A) Monthly Crude Procurement Purchase Volume and (B) Monthly Crude Procurement Sale Volume.
“Monthly Crude Procurement Purchase Volume” means, for any month, the aggregate quantity of Barrels of Crude Oil for which Aron is invoiced by sellers (whether Third Party Suppliers, the Company, or Affiliates of the Company) under Procurement Contracts with respect to Crude Oil quantities delivered during such month and all Exchange Procurement Contracts; such volume will be a negative number.
Schedule C2-1
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
“Monthly Crude Procurement Sale Volume” means, for any month, the aggregate quantity of Barrels of Crude Oil for which Aron invoices purchasers (whether Third Party Suppliers, the Company, or Affiliates of the Company) under Procurement Contracts with respect to Crude Oil quantities delivered during such month; such volume will be a positive number.
“Sales for Current Month Value” (denoted as “I”) means, for any month, the result of the following formula (with each variable determined with respect to such month):
[*CONFIDENTIAL*]
Where:
“P” represents the Monthly Crude Procurement Purchase Value
“S” represents the Monthly Crude Procurement Sale Value
“Q” represents the Additional Sales Value
“Additional Sales Value” (denoted as “Q”) means, for any month, the product of Additional Sales Volume and Additional Sales Price.
“Monthly Crude Procurement Purchase Value” (denoted as “P”) means, for any month, the product of Monthly Crude Procurement Purchase Volume and Monthly Crude Procurement Purchase Price.
“Monthly Crude Procurement Sale Value” (denoted as “S”) means, for any month, the product of Monthly Crude Procurement Sale Volume and Monthly Crude Procurement Sale Price.
“Additional Sales Price” means, for any month, the price listed on Schedule B hereto as the applicable Long FIFO Price for the current month.
“Monthly Crude Procurement Purchase Price” means, for any month, the total dollars invoiced and paid under Procurement Contracts with respect to Crude Oil purchased by Aron, in the applicable month, divided by the total barrels of Crude Oil delivered under Procurement Contracts in such month.
“Monthly Crude Procurement Sale Price” means, for any month, the total dollars invoiced and received under Procurement Contracts with respect to Crude Oil sold by Aron, in the applicable month, divided by the total barrels of Crude Oil delivered under Procurement Contracts in such month.
“Sales for Current Month Price” means, for any month, the price listed on Schedule B hereto as the applicable Long FIFO Price for the current month.
Schedule C2-2
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
“Actual Month End Crude Volume” (denoted as “B”) has the meaning specified in Section 9.2(a) of the Supply and Offtake Agreement. [Note: On the Termination Date, the Actual Month End Crude Volume will be the Termination Date Crude Oil Volumes]
“Actual Month Beginning Crude Volume” (denoted as “A”) means, for any month, the Actual Month End Crude Volume for the immediately preceding month. [Note: On the Commencement Date, the Actual Month Beginning Crude Volume will be the April 30, 2014 Actual Month End Crude Volume]
“Monthly Crude Receipts” (denoted as “C”) means, for any month, the aggregate quantity of Barrels of Crude Oil for which Aron is invoiced by sellers (whether Third Party Suppliers, the Company or Affiliates of the Company) under Procurement Contracts with respect to Crude Oil quantities delivered during such month.
.
“Monthly Crude Sales Volume” (denoted as “D”) means, for any month, the result of the following formula (with each variable determined with respect to such month):
[*CONFIDENTIAL*]
Where:
“A” represents the Actual Month Beginning Crude Volume for such month,
“C” represents the Monthly Crude Receipts for such month, and
“B” represents the Actual Month End Crude Volume for such month.
“Target Crude Sales Volume” (denoted as “E”) means, for any month, the result of the following formula (with each variable determined with respect to such month):
[*CONFIDENTIAL*]
Where:
“T” represents the Target Month End Crude Volume for such month,
“A” represents the Actual Month Beginning Crude Volume for such month, and
“C” represents Monthly Crude Receipts for such month.
“FIFO Sales Volume from Prior Month” (denoted as “F”) means, for any month, the result of the following formula (with each variable determined with respect to such month):
[*CONFIDENTIAL*]
Where:
“K” represents the Short Crude FIFO Volume as of the end of the prior month, and
Schedule C2-3
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
“L” represents the Long Crude FIFO Volume as of the end of the prior month.
“Adjusted Monthly Crude Sales Volume” (denoted as “G”) means, for any month, the result of the following formula (with each variable determined with respect to such month):
[*CONFIDENTIAL*]
Where:
“D” represents the Monthly Crude Sales Volume for such month, and
“F” represents the FIFO Sales Volume from Prior Month.
“Adjusted Target Crude Sales Volume” (denoted as “H”) means, for any month, the result of the following formula (with each variable determined with respect to such month):
[*CONFIDENTIAL*]
Where:
“E” represents the Target Crude Sales Volume for such month, and
“F” represents the FIFO Sales Volume from Prior Month.
“Short Crude FIFO Volume” (denoted as “K”) means, as of the end of any month, the lesser of (i) zero and (ii) the result of the following formula (with each variable determined with respect to such month):
[*CONFIDENTIAL*]
Where:
“D” represents the Monthly Crude Sales Volume for such month, and
“E” represents the Target Crude Sales Volume for such month.
“Short Crude FIFO Price” means, for any month, the price listed in the matrix on Schedule B hereto as the price applicable to a Short Crude FIFO Volume.
“Short Crude FIFO Value” means, for any Short Crude FIFO Volume and applicable month, the product of such Short Crude FIFO Volume and the Short Crude FIFO Price for such month (which will be a negative number).
“Long Crude FIFO Volume” (denoted as “L”) means, as of the end of any month, the greater of (i) zero and (ii) the result of the following formula (with each variable determined with respect to such month):
[*CONFIDENTIAL*]
Schedule C2-4
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
Where:
“D” represents the Monthly Crude Sales Volume for such month, and
“E” represents the Target Crude Sales Volume for such month.
“Long Crude FIFO Price” means, for any month, the price listed in the matrix on Schedule B hereto as the price applicable to a Long Crude FIFO Volume.
“Long Crude FIFO Value” means, for any Long Crude FIFO Volume and applicable month, the product of such Long Crude FIFO Volume and the Long Crude FIFO Price for such month.
II. For purposes of determining the Aggregate Monthly Product Oil True-up Amount, the following terms shall have the meanings specified below:
“Gross Monthly Product Value” (denoted as “R”) means, for any month and Product Group, the result of the following formula (with each variable determined with respect to such month):
[*CONFIDENTIAL*]
Where:
“F” represents Product FIFO Purchase Value for Prior Month computed as the product of the Product FIFO Purchase Price from Prior Month and Product FIFO Purchase Volume for Prior Month,
“I” represents the product of (i) the applicable price listed on Schedule B and (ii) the lesser of the Adjusted Monthly Product Purchase Volume (denoted as “G”) for such month and Product Group and the Adjusted Target Product Purchase Volume (denoted as “H”) for such month and Product Group, and
“L” represents Long Product FIFO Value as of the end of such month.
“Product FIFO Purchase Price from Prior Month” means, for any month, the price listed on Schedule B with respect to the prior month as the price applicable to Short or Long Product FIFO Volume.
“Actual Month End Product Volume” (denoted as “B”) has the meaning specified in Section 9.2(a). [Note: On the Termination Date, the Actual Month End Product Volume will be the Termination Date Product Volumes]
“Actual Month Beginning Product Volume” (denoted as “A”) means, for any month and Product Group, the Actual Month End Product Volume for the immediately preceding month. [Note: On the Commencement Date, the Actual Month Beginning Product Volume will be the April 30, 2014 Actual Month End Product Volume for the applicable Product Group]
Schedule C2-5
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
“Net Product Sales Volume” (denoted as “D”) means, for any month and Product Group, the result of the following formula (with each variable determined with respect to such month):
[*CONFIDENTIAL*]
Where:
“B” represents the Actual Month End Product Volume for such month and Product Group,
“C” represents the Monthly Product Sales for such month and Product Group, and
“A” represents the Actual Month Beginning Product Volume for such month and Product Group.
“Asphalt Target” for the period after the Adjustment Date, “T” for the Asphalt Pricing Group will be equal to 0, except for purposes of the Net Working Capital Balance, the Target Month End Product Volume for the Asphalt Product Group will be equal to the Baseline Volume in Schedule D-2.
“Target Product Purchase Volume” (denoted as “E”) means, for any month and Product Group, the result of the following formula (with each variable determined with respect to such month):
[*CONFIDENTIAL*]
Where:
“T” represents the Target Month End Product Volume for such month and Product Group,
“C” represents the Monthly Product Sales for such month and Product Group, and
“A” represents the Actual Month Beginning Product Volume for such month and Product Group.
“Product FIFO Purchase Volume for Prior Month” (denoted as “F”) means, for any month, the result of the following formula (with each variable determined with respect to such month):
[*CONFIDENTIAL*]
Where:
“K” represents the Short Product FIFO Volume as of the end of the prior month, and
“L” represents the Long Product FIFO Volume as of the end of the prior month.
“Adjusted Monthly Product Purchase Volume” (denoted as “G”) means, for any month and Product Group, the result of the following formula (with each variable determined with respect to such month):
Schedule C2-6
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
[*CONFIDENTIAL*]
Where:
“D” represents the Monthly Product Purchase Volume for such month and Product Group, and
“F” represents the Product FIFO Purchase Volume for Prior Month.
“Adjusted Target Product Purchase Volume” (denoted as “H”) means, for any month, the result of the following formula (with each variable determined with respect to such month):
[*CONFIDENTIAL*]
Where:
“E” represents the Target Product Purchase Volume for such month and Product Group, and
“F” represents the Product FIFO Purchase Volume for Prior Month.
“Short Product FIFO Volume” (denoted as “K”) means, as of the end of any month and for a particular Product Group, the lesser of (i) zero and (ii) the result of the following formula (with each variable determined with respect to such month):
[*CONFIDENTIAL*]
Where:
“D” represents the Monthly Product Purchase Volume for such month and Product Group, and
“E” represents the Target Product Purchase Volume for such month and Product Group.
“Short Product FIFO Value” means, for any Short Product FIFO Volume and applicable month, the product of such Short Product FIFO Volume and the price listed on Schedule B hereto with respect to such month as the price applicable to a Short Product FIFO Volume.
“Long Product FIFO Volume” (denoted as “L”) means, as of the end of any month and for a particular Product Group, the greater of (i) zero and (ii) the result of the following formula (with each variable determined with respect to such month):
[*CONFIDENTIAL*]
Where:
“D” represents the Monthly Product Purchase Volume for such month and Product Group, and
Schedule C2-7
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
“E” represents the Target Product Purchase Volume for such month and Product Group.
“Long Product FIFO Value” means, for any Long Product FIFO Volume and applicable month, the product of such Long Product FIFO Volume and the price listed on Schedule B hereto with respect to such month as the price applicable to a Long Product FIFO Volume.
“Monthly Product Sales” (denoted as “C”) has the meaning defined in the Supply and Offtake Agreement.
NOTE: Below is an example of the computations contemplated by this Schedule C. This example is not, and is not intended to be, an indication or prediction of the actual results of the computations under this Schedule C, but merely provides an illustration of the manner in which computations are to be made.
MONTHLY TRUE UP ON CRUDE | |||
End of Month Quantity Reconciliation | |||
Volume/Position | Price | Value | |
Target Month End Crude Volume [T] | [*CONFIDENTIAL*] | ||
Beg Inv [A] | [*CONFIDENTIAL*] | ||
Ending Inv [B] | [*CONFIDENTIAL*] | ||
Aggregate Crude Receipts [C] | [*CONFIDENTIAL*] | ||
Monthly Crude Sales Volume [D =[*CONFIDENTIAL*]] | [*CONFIDENTIAL*] | ||
Target Crude Sales Volume [E = [*CONFIDENTIAL*]] | [*CONFIDENTIAL*] | ||
FIFO Sales from Prior Month [F] | [*CONFIDENTIAL*] | $ [*CONFIDENTIAL*] | [*CONFIDENTIAL*] |
Adjusted Monthly Crude Sales Volume [G=[*CONFIDENTIAL*]] | [*CONFIDENTIAL*] | ||
Adjusted Target Crude Sales Volume [H=[*CONFIDENTIAL*]] | [*CONFIDENTIAL*] | ||
Monthly Crude Purchase [P] | [*CONFIDENTIAL*] | $ [*CONFIDENTIAL*] | [*CONFIDENTIAL*] |
Monthly Crude Sales [S] | [*CONFIDENTIAL*] | $ [*CONFIDENTIAL*] | [*CONFIDENTIAL*] |
Additional Sales [Q] | [*CONFIDENTIAL*] | $ [*CONFIDENTIAL*] | [*CONFIDENTIAL*] |
Sales for Current Month Value [I] | [*CONFIDENTIAL*] | [*CONFIDENTIAL*] | |
Short FIFO Position (charged at WTI) [K = [*CONFIDENTIAL*]] | [*CONFIDENTIAL*] | $ [*CONFIDENTIAL*] | [*CONFIDENTIAL*] |
Long FIFO Position (to be charged next month)[L=[*CONFIDENTIAL*]] | [*CONFIDENTIAL*] | $ [*CONFIDENTIAL*] | [*CONFIDENTIAL*] |
Other Barrels [N] | [*CONFIDENTIAL*] | ||
Designated Company Sourced Barrels [O= [*CONFIDENTIAL*]] | [*CONFIDENTIAL*] | ||
Actual Monthly Crude Run [Y= [*CONFIDENTIAL*]]*[*CONFIDENTIAL*] | [*CONFIDENTIAL*] | ||
Level Two Fee [LV2= [*CONFIDENTIAL*]] | [*CONFIDENTIAL*] | $ [*CONFIDENTIAL*] | [*CONFIDENTIAL*] |
Volume Cap for Waived Crude Fee [Z = [*CONFIDENTIAL*]] | [*CONFIDENTIAL*] | ||
Volume Cap for Reduced Crude Fee [V] | [*CONFIDENTIAL*] | ||
Reduced Crude Fee "U" [LV1 =[*CONFIDENTIAL*]] | [*CONFIDENTIAL*] | $ [*CONFIDENTIAL*] | [*CONFIDENTIAL*] |
Waived Fee barrels [J = [*CONFIDENTIAL*]] | [*CONFIDENTIAL*] | ||
Total Crude Purchase Fee (M) | [*CONFIDENTIAL*] | ||
Delek Sales Fee | [*CONFIDENTIAL*] | $ [*CONFIDENTIAL*] | [*CONFIDENTIAL*] |
Enterprise Sales Fee | [*CONFIDENTIAL*] | $ [*CONFIDENTIAL*] | [*CONFIDENTIAL*] |
Total Crude Sales Fee (X) | [*CONFIDENTIAL*] | ||
Gross Monthly Crude Oil Value R = [*CONFIDENTIAL*] | [*CONFIDENTIAL*] | ||
Aggregate Daily Suppy Value [W] | [*CONFIDENTIAL*] | ||
Monthly Crude Oil True-Up Amount. Due Lion Oil | [*CONFIDENTIAL*] |
Schedule C2-8
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
SCHEDULE C-3
Monthly True-up Amounts
I. For purposes of determining the Monthly Crude Oil True-up Amount, the following terms shall have the meanings specified below:
“Gross Monthly Crude Oil Value” (denoted as “R”) means, for any month, the result of the following formula (with each variable determined with respect to such month):
[*CONFIDENTIAL*]
Where:
“F” represents the FIFO Sales Value from the Prior Month, computed as the product of the FIFO Sales Price from Prior Month and FIFO Sales Volume from Prior Month
“I” represent the Sales for Current Month Value of such month,
“K” represents the Short Crude FIFO Value as of the end of such month, and
“M” represents Crude Purchase Fee as defined in Article 6.4 of the Supply and Offtake Agreement
“X” represents Counterparty Crude Sales Fee
“FIFO Sales Price from Prior Month” (denoted as “F”) means the prior month price associated with the prior month Short Crude FIFO Volume or Long Crude FIFO Volume. If the prior month has a Short Crude FIFO Volume then use that prior month’s Short Crude FIFO Price. If the prior month has a Long Crude FIFO Volume then use that prior month’s Long Crude FIFO Price.
“Sales for Current Month Volume” means, for any month, the sum of (A) Monthly Crude Procurement Purchase Volume, (B) Monthly Crude Procurement Sale Volume and (C) Additional Sales Volume for such month.
“Additional Sales Volume” means, for any month, the greater of the Adjusted Monthly Crude Sale Volume for such month and the Adjusted Target Crude Sales Volume for such month, less the sum of the (A) Monthly Crude Procurement Purchase Volume and (B) Monthly Crude Procurement Sale Volume.
“Monthly Crude Procurement Purchase Volume” means, for any month, the aggregate quantity of Barrels of Crude Oil for which Aron is invoiced by sellers (whether Third Party Suppliers, the Company, or Affiliates of the Company) under Procurement Contracts with respect to Crude Oil quantities delivered during such month and all Exchange Procurement Contracts; such volume will be a negative number.
Schedule C3-1
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
“Monthly Crude Procurement Sale Volume” means, for any month, the aggregate quantity of Barrels of Crude Oil for which Aron invoices purchasers (whether Third Party Suppliers, the Company, or Affiliates of the Company) under Procurement Contracts with respect to Crude Oil quantities delivered during such month; such volume will be a positive number.
“Sales for Current Month Value” (denoted as “I”) means, for any month, the result of the following formula (with each variable determined with respect to such month):
[*CONFIDENTIAL*]
Where:
“P” represents the Monthly Crude Procurement Purchase Value
“S” represents the Monthly Crude Procurement Sale Value
“Q” represents the Additional Sales Value
“Additional Sales Value” (denoted as “Q”) means, for any month, the product of Additional Sales Volume and Additional Sales Price.
“Monthly Crude Procurement Purchase Value” (denoted as “P”) means, for any month, the product of Monthly Crude Procurement Purchase Volume and Monthly Crude Procurement Purchase Price.
“Monthly Crude Procurement Sale Value” (denoted as “S”) means, for any month, the product of Monthly Crude Procurement Sale Volume and Monthly Crude Procurement Sale Price.
“Additional Sales Price” means, for any month, the price listed on Schedule B hereto as the applicable Long FIFO Price for the current month.
“Monthly Crude Procurement Purchase Price” means, for any month, the total dollars invoiced and paid under Procurement Contracts with respect to Crude Oil purchased by Aron, in the applicable month, divided by the total barrels of Crude Oil delivered under Procurement Contracts in such month.
“Monthly Crude Procurement Sale Price” means, for any month, the total dollars invoiced and received under Procurement Contracts with respect to Crude Oil sold by Aron, in the applicable month, divided by the total barrels of Crude Oil delivered under Procurement Contracts in such month.
“Sales for Current Month Price” means, for any month, the price listed on Schedule B hereto as the applicable Long FIFO Price for the current month.
Schedule C3-2
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
“Actual Month End Crude Volume” (denoted as “B”) has the meaning specified in Section 9.2(a). [Note: On the Termination Date, the Actual Month End Crude Volume will be the Termination Date Crude Oil Volume]
“Actual Month Beginning Crude Volume” (denoted as “A”) means, for any month, the Actual Month End Crude Volume for the immediately preceding month. [Note: On the Commencement Date, the Actual Month Beginning Crude Volume will be the April 30, 2017 Crude Oil Volume]
“Monthly Crude Receipts” (denoted as “C”) means, for any month, the aggregate quantity of Barrels of Crude Oil for which Aron is invoiced by sellers (whether Third Party Suppliers, the Company or Affiliates of the Company) under Procurement Contracts with respect to Crude Oil quantities delivered during such month.
.
“Monthly Crude Sales Volume” (denoted as “D”) means, for any month, the result of the following formula (with each variable determined with respect to such month):
[*CONFIDENTIAL*]
Where:
“A” represents the Actual Month Beginning Crude Volume for such month,
“C” represents the Monthly Crude Receipts for such month, and
“B” represents the Actual Month End Crude Volume for such month.
“Target Crude Sales Volume” (denoted as “E”) means, for any month, the result of the following formula (with each variable determined with respect to such month):
[*CONFIDENTIAL*]
Where:
“T” represents the Target Month End Crude Volume for such month,
“A” represents the Actual Month Beginning Crude Volume for such month, and
“C” represents Monthly Crude Receipts for such month.
“FIFO Sales Volume from Prior Month” (denoted as “F”) means, for any month, the result of the following formula (with each variable determined with respect to such month):
[*CONFIDENTIAL*]
Where:
“K” represents the Short Crude FIFO Volume as of the end of the prior month, and
Schedule C3-3
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
“L” represents the Long Crude FIFO Volume as of the end of the prior month.
“Adjusted Monthly Crude Sales Volume” (denoted as “G”) means, for any month, the result of the following formula (with each variable determined with respect to such month):
[*CONFIDENTIAL*]
Where:
“D” represents the Monthly Crude Sales Volume for such month, and
“F” represents the FIFO Sales Volume from Prior Month.
“Adjusted Target Crude Sales Volume” (denoted as “H”) means, for any month, the result of the following formula (with each variable determined with respect to such month):
[*CONFIDENTIAL*]
Where:
“E” represents the Target Crude Sales Volume for such month, and
“F” represents the FIFO Sales Volume from Prior Month.
“Short Crude FIFO Volume” (denoted as “K”) means, as of the end of any month, the lesser of (i) zero and (ii) the result of the following formula (with each variable determined with respect to such month):
[*CONFIDENTIAL*]
Where:
“D” represents the Monthly Crude Sales Volume for such month, and
“E” represents the Target Crude Sales Volume for such month.
“Short Crude FIFO Price” means, for any month, the price listed in the matrix on Schedule B hereto as the price applicable to a Short Crude FIFO Volume.
“Short Crude FIFO Value” means, for any Short Crude FIFO Volume and applicable month, the product of such Short Crude FIFO Volume and the Short Crude FIFO Price for such month (which will be a negative number).
“Long Crude FIFO Volume” (denoted as “L”) means, as of the end of any month, the greater of (i) zero and (ii) the result of the following formula (with each variable determined with respect to such month):
[*CONFIDENTIAL*]
Schedule C3-4
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
Where:
“D” represents the Monthly Crude Sales Volume for such month, and
“E” represents the Target Crude Sales Volume for such month.
“Long Crude FIFO Price” means, for any month, the price listed in the matrix on Schedule B hereto as the price applicable to a Long Crude FIFO Volume.
“Long Crude FIFO Value” means, for any Long Crude FIFO Volume and applicable month, the product of such Long Crude FIFO Volume and the Long Crude FIFO Price for such month.
II. For purposes of determining the Aggregate Monthly Product Oil True-up Amount, the following terms shall have the meanings specified below:
“Gross Monthly Product Value” (denoted as “R”) means, for any month and Product Group, the result of the following formula (with each variable determined with respect to such month):
[*CONFIDENTIAL*]
Where:
“F” represents Product FIFO Purchase Value for Prior Month computed as the product of the Product FIFO Purchase Price from Prior Month and Product FIFO Purchase Volume for Prior Month,
“I” represents the product of (i) the applicable price listed on Schedule B and (ii) the lesser of the Adjusted Monthly Product Purchase Volume (denoted as “G”) for such month and Product Group and the Adjusted Target Product Purchase Volume (denoted as “H”) for such month and Product Group, and
“L” represents Long Product FIFO Value as of the end of such month.
“Product FIFO Purchase Price from Prior Month” means, for any month, the price listed on Schedule B with respect to the prior month as the price applicable to Short or Long Product FIFO Volume.
“Actual Month End Product Volume” (denoted as “B”) has the meaning specified in Section 9.2(a). [Note: On the Termination Date, the Actual Month End Product Volume will be the Termination Date Product Volumes]
“Actual Month Beginning Product Volume” (denoted as “A”) means, for any month and Product Group, the Actual Month End Product Volume for the immediately preceding month. [Note: On the Commencement Date, the Actual Month Beginning Product Volume will be the April 30, 2017 Actual Month End Product Volume for the applicable Product Group]
Schedule C3-5
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
“Net Product Sales Volume” (denoted as “D”) means, for any month and Product Group, the result of the following formula (with each variable determined with respect to such month):
[*CONFIDENTIAL*]
Where:
“B” represents the Actual Month End Product Volume for such month and Product Group,
“C” represents the Monthly Product Sales for such month and Product Group, and
“A” represents the Actual Month Beginning Product Volume for such month and Product Group.
“Asphalt Target” for the period after the Adjustment Date, “T” for the Asphalt Pricing Group will be equal to 0, except for purposes of the Net Working Capital Balance, the Target Month End Product Volume for the Asphalt Product Group will be equal to the Baseline Volume in Schedule D-3.
“Target Product Purchase Volume” (denoted as “E”) means, for any month and Product Group, the result of the following formula (with each variable determined with respect to such month):
[*CONFIDENTIAL*]
Where:
“T” represents the Target Month End Product Volume for such month and Product Group,
“C” represents the Monthly Product Sales for such month and Product Group, and
“A” represents the Actual Month Beginning Product Volume for such month and Product Group.
“Product FIFO Purchase Volume for Prior Month” (denoted as “F”) means, for any month, the result of the following formula (with each variable determined with respect to such month):
[*CONFIDENTIAL*]
Where:
“K” represents the Short Product FIFO Volume as of the end of the prior month, and
“L” represents the Long Product FIFO Volume as of the end of the prior month.
“Adjusted Monthly Product Purchase Volume” (denoted as “G”) means, for any month and Product Group, the result of the following formula (with each variable determined with respect to such month):
Schedule C3-6
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
[*CONFIDENTIAL*]
Where:
“D” represents the Monthly Product Purchase Volume for such month and Product Group, and
“F” represents the Product FIFO Purchase Volume for Prior Month.
“Adjusted Target Product Purchase Volume” (denoted as “H”) means, for any month, the result of the following formula (with each variable determined with respect to such month):
[*CONFIDENTIAL*]
Where:
“E” represents the Target Product Purchase Volume for such month and Product Group, and
“F” represents the Product FIFO Purchase Volume for Prior Month.
“Short Product FIFO Volume” (denoted as “K”) means, as of the end of any month and for a particular Product Group, the lesser of (i) zero and (ii) the result of the following formula (with each variable determined with respect to such month):
[*CONFIDENTIAL*]
Where:
“D” represents the Monthly Product Purchase Volume for such month and Product Group, and
“E” represents the Target Product Purchase Volume for such month and Product Group.
“Short Product FIFO Value” means, for any Short Product FIFO Volume and applicable month, the product of such Short Product FIFO Volume and the price listed on Schedule B hereto with respect to such month as the price applicable to a Short Product FIFO Volume.
“Long Product FIFO Volume” (denoted as “L”) means, as of the end of any month and for a particular Product Group, the greater of (i) zero and (ii) the result of the following formula (with each variable determined with respect to such month):
[*CONFIDENTIAL*]
Where:
“D” represents the Monthly Product Purchase Volume for such month and Product Group, and
Schedule C3-7
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
“E” represents the Target Product Purchase Volume for such month and Product Group.
“Long Product FIFO Value” means, for any Long Product FIFO Volume and applicable month, the product of such Long Product FIFO Volume and the price listed on Schedule B hereto with respect to such month as the price applicable to a Long Product FIFO Volume.
“Monthly Product Sales” (denoted as “C”) has the meaning defined in the Supply and Offtake Agreement.
NOTE: Below is an example of the computations contemplated by this Schedule C. This example is not, and is not intended to be, an indication or prediction of the actual results of the computations under this Schedule C, but merely provides an illustration of the manner in which computations are to be made.
MONTHLY TRUE UP ON CRUDE | ||||||
End of Month Quantity Reconciliation | ||||||
Volume/Position | Price | Value | ||||
Target Month End Crude Volume [T] | [*CONFIDENTIAL*] | $ | — | |||
Actual Month Beginning Crude Volume [A] | [*CONFIDENTIAL*] | |||||
Actual Month End Crude Volume [B] | [*CONFIDENTIAL*] | |||||
Monthly Crude Receipts [C] | [*CONFIDENTIAL*] | |||||
Monthly Crude Sales Volume[D =[*CONFIDENTIAL*]] | [*CONFIDENTIAL*] | |||||
Target Crude Sales Volume [E = [*CONFIDENTIAL*]] | [*CONFIDENTIAL*] | |||||
FIFO Sales from Prior Month [F] | [*CONFIDENTIAL*] | $ [*CONFIDENTIAL*] | [*CONFIDENTIAL*] | |||
Adjusted Monthly Crude Sales Volume [G=[*CONFIDENTIAL*]] | [*CONFIDENTIAL*] | |||||
Adjusted Target Crude Sales Volume [H=[*CONFIDENTIAL*]] | [*CONFIDENTIAL*] | |||||
Monthly Crude Purchase [P] | [*CONFIDENTIAL*] | $ [*CONFIDENTIAL*] | [*CONFIDENTIAL*] | |||
Monthly Crude Sales [S] | [*CONFIDENTIAL*] | $ [*CONFIDENTIAL*] | [*CONFIDENTIAL*] | |||
Additional Sales [Q] | — | $ [*CONFIDENTIAL*] | [*CONFIDENTIAL*] | |||
Sales for Current Month Value [I] | [*CONFIDENTIAL*] | [*CONFIDENTIAL*] | ||||
Short FIFO Position (charged at WTI) [K = [*CONFIDENTIAL*]] | [*CONFIDENTIAL*] | $ [*CONFIDENTIAL*] | [*CONFIDENTIAL*] | |||
Long FIFO Position (to be charged next month)[L=[*CONFIDENTIAL*]] | [*CONFIDENTIAL*] | $ [*CONFIDENTIAL*] | [*CONFIDENTIAL*] | |||
Other Barrels [N] | [*CONFIDENTIAL*] | $ [*CONFIDENTIAL*] | ||||
Designated Company Sourced Barrels [O = [*CONFIDENTIAL*]] | [*CONFIDENTIAL*] | |||||
Actual Monthly Crude Run [P=[*CONFIDENTIAL*]] *[*CONFIDENTIAL*] | [*CONFIDENTIAL*] | $ [*CONFIDENTIAL*] | ||||
Level Two Fee [LV2 = [*CONFIDENTIAL*]] | [*CONFIDENTIAL*] | $ [*CONFIDENTIAL*] | [*CONFIDENTIAL*] | |||
Volume Cap for Waived Crude Fee [Q=[*CONFIDENTIAL*]] | [*CONFIDENTIAL*] | |||||
Volume Cap for Reduced Crude Fee [R] | [*CONFIDENTIAL*] | |||||
Reduced Crude Fee [LV1 = [*CONFIDENTIAL*]] | [*CONFIDENTIAL*] | $ [*CONFIDENTIAL*] | [*CONFIDENTIAL*] | |||
Waived Fee barrels [T = [*CONFIDENTIAL*]] | [*CONFIDENTIAL*] | |||||
Additional Waived Fee Barrels [[*CONFIDENTIAL*]] | [*CONFIDENTIAL*] | |||||
Total Crude Purchase Fee (M) | [*CONFIDENTIAL*] | |||||
SDBB4QN33337666SWQ | [*CONFIDENTIAL*] | $ [*CONFIDENTIAL*] | [*CONFIDENTIAL*] | |||
Total Crude Sales Fee (X) | [*CONFIDENTIAL*] | |||||
Gross Monthly Crude Oil Value [R = [*CONFIDENTIAL*]] | [*CONFIDENTIAL*] | |||||
Aggregate Daily Suppy Value [W] | [*CONFIDENTIAL*] | |||||
Monthly Crude Oil True-Up Amount [Z= [*CONFIDENTIAL*]] | [*CONFIDENTIAL*] |
Schedule C3-8
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
Schedule D-2
Operational Volume Range
Effective Operational Volume Ranges from May 1, 2014 through April 30, 2017
Product Group | Minimum (bbl) | Maximum (bbl) | Aron notification deadline for Target Month End Volume | Maximum Allowed Change in Month End Target | Designated Baseline Volume | Additional Monthly Fee Differential | ||
Baseline Volume | Volume in excess of Baseline | Baseline Volume | Volume in excess of Baseline | |||||
Crude * | [*CONFIDENTIAL*] | 0 | [*CONFIDENTIAL*] | [*CONFIDENTIAL*] | Last Business Day of Nomination Month | Yes | Nymex WTI | |
Gasoline | [*CONFIDENTIAL*] | 0 | [*CONFIDENTIAL*] | [*CONFIDENTIAL*] | 15th of preceding month | Yes | Nymex WTI | |
Diesel | [*CONFIDENTIAL*] | 0 | [*CONFIDENTIAL*] | [*CONFIDENTIAL*] | 15th of preceding month | Yes | Nymex ULSD | |
Catfeed | [*CONFIDENTIAL*] | 0 | [*CONFIDENTIAL*] | [*CONFIDENTIAL*] | Last Business Day of Nomination Month | [*CONFIDENTIAL*] bbls | No | |
CBO | [*CONFIDENTIAL*] | 0 | [*CONFIDENTIAL*] | [*CONFIDENTIAL*] | 15th of preceding month | No | ||
Slop/ Transmix | [*CONFIDENTIAL*] | 0 | [*CONFIDENTIAL*] | [*CONFIDENTIAL*] | 15th of preceding month | No | ||
LPG | [*CONFIDENTIAL*] | 0 | [*CONFIDENTIAL*] | [*CONFIDENTIAL*] | 15th of preceding month | No | ||
Asphalt | [*CONFIDENTIAL*] | 0 | [*CONFIDENTIAL*] | [*CONFIDENTIAL*] | Last Business Day of Nomination Month | No |
* If Aron, in its discretion, obtains any additional storage capacity at any of the Included Third Party Crude Storage Locations, it may, at its option, set Target
Month End Crude Volume to be up to the sum of [*CONFIDENTIAL*] bbls plus the amount of such additional capacity, but any incremental costs resulting from such additional capacity shall be for Aron's account.
Schedule C3-9
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
Schedule D-3
Operational Volume Range
Effective Operational Volume Ranges from May 1, 2017 through April 30, 2020
Product Group | Minimum (bbl) | Maximum (bbl) | Aron notification deadline for Target Month End Volume | Maximum Allowed Change in Month End Target | Designated Baseline Volume | Additional Monthly Fee Differential | ||
Baseline Volume | Volume in excess of Baseline | Baseline Volume | Volume in excess of Baseline | |||||
Crude * | [*CONFIDENTIAL*] | 0 | [*CONFIDENTIAL*] | [*CONFIDENTIAL*] | Last Business Day of Nomination Month | Yes | Nymex WTI | |
Gasoline | [*CONFIDENTIAL*] | 0 | [*CONFIDENTIAL*] | [*CONFIDENTIAL*] | 15th of preceding month | Yes | Nymex WTI | |
Diesel | [*CONFIDENTIAL*] | 0 | [*CONFIDENTIAL*] | [*CONFIDENTIAL*] | 15th of preceding month | Yes | Nymex ULSD | |
Catfeed | [*CONFIDENTIAL*] | 0 | [*CONFIDENTIAL*] | [*CONFIDENTIAL*] | Last Business Day of Nomination Month | [*CONFIDENTIAL*] bbls | No | |
CBO | [*CONFIDENTIAL*] | 0 | [*CONFIDENTIAL*] | [*CONFIDENTIAL*] | N/A | No | ||
Slop/ Transmix | [*CONFIDENTIAL*] | 0 | [*CONFIDENTIAL*] | [*CONFIDENTIAL*] | N/A | No | ||
LPG | [*CONFIDENTIAL*] | 0 | [*CONFIDENTIAL*] | [*CONFIDENTIAL*] | N/A | No | ||
Asphalt | [*CONFIDENTIAL*] | 0 | [*CONFIDENTIAL*] | [*CONFIDENTIAL*] | N/A | No |
* If Aron, in its discretion, obtains any additional storage capacity at any of the Included Third Party Crude Storage Locations, it may, at its option, set Target
Month End Crude Volume to be up to the sum of [*CONFIDENTIAL*] bbls plus the amount of such additional capacity, but any incremental costs resulting from such additional capacity shall be for Aron's account.
Schedule C3-10
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
Schedule E-2
Tank No. | Assigned Service | Product Code | Location | Nominal Shell Capacity (Barrels) | Type | Category | Tank Type | Custodian |
Refinery | ||||||||
19 | Atmospheric Gas Oil | VGO | Refinery | 2,291 | Fixed Cone Roof | Cat Feed | Delek Logistics Operating, LLC. | |
23 | 140/160 Pen Asphalt | ASPHALT140160PEN | Refinery | 2,000 | Fixed Cone Roof | Asphalt | Delek Logistics Operating, LLC. | |
24 | Asphalt VTB Heavy | ASPHALTPG7022 | Refinery | 3,448 | Fixed Cone Roof | Asphalt | Delek Logistics Operating, LLC. | |
36 | Alkylate | UNFINGAS | Refinery | 4,391 | Internal Floating Roof | Gasoline | Delek Logistics Operating, LLC. | |
39 | Asphalt VTB Heavy | ASPHALT140160PEN | Refinery | 5,117 | Fixed Cone Roof | Asphalt | Delek Logistics Operating, LLC. | |
40 | Asphalt VTB Heavy | ASPHALTPG6422 | Refinery | 3,685 | Fixed Cone Roof | Asphalt | Delek Logistics Operating, LLC. | |
41 | Asphalt VTB Heavy | ASPHALTPG6422 | Refinery | 3,802 | Fixed Cone Roof | Asphalt | Delek Logistics Operating, LLC. | |
54 | Distillate Unifiner Feed - LCO | DISTHDTFEED | Refinery | 15,087 | Fixed Cone Roof | Diesel | Delek Logistics Operating, LLC. | |
59 | Vacuum Gas Oil | VGO | Refinery | 9,069 | Fixed Cone Roof | Cat Feed | Delek Logistics Operating, LLC. | |
61 | Platformate | UNLD93 | Refinery | 20,128 | External Floating Roof | Gasoline | Delek Logistics Operating, LLC. | |
62 | Platformate | UNFINGAS | Refinery | 20,141 | External Floating Roof | Gasoline | Delek Logistics Operating, LLC. | |
63 | Slop Diesel | SLOPCRUDEREFINERY | Refinery | 8,584 | Fixed Cone Roof | Slop / Transmix | Delek Logistics Operating, LLC. | |
64 | Platformate | UNFINGAS | Refinery | 9,447 | Internal Floating Roof | Gasoline | Delek Logistics Operating, LLC. | |
65 | 93 Octane Premium Gasoline | UNFINGAS | Refinery | 10,114 | External Floating Roof | Gasoline | Delek Logistics Operating, LLC. | |
66 | Slop Light Oil | CONDENSATE | Refinery | 14,584 | Fixed Dome Roof | Gasoline | Delek Logistics Operating, LLC. | |
67 | Isomate | UNFINGAS | Refinery | 14,584 | Fixed Dome Roof | Gasoline | Delek Logistics Operating, LLC. | |
78 | 250 / 300 Visc Flux | ASPHALTFLUX | Refinery | 5,171 | Fixed Cone Roof | Asphalt | Delek Logistics Operating, LLC. | |
82 | Carbon Black Oil | CBO | Refinery | 20,081 | Fixed Cone Roof | Carbon Black Oil | Delek Logistics Operating, LLC. | |
84 | Vacuum Gas Oil | VGO | Refinery | 10,110 | Fixed Cone Roof | Cat Feed | Delek Logistics Operating, LLC. | |
85 | Alkylate | UNFINGAS | Refinery | 8,367 | Internal Floating Roof | Gasoline | Delek Logistics Operating, LLC. | |
88 | FCC Gasoline | UNFINGAS | Refinery | 20,122 | External Floating Roof | Gasoline | Delek Logistics Operating, LLC. | |
89 | FCC Gasoline | UNFINGAS | Refinery | 20,122 | External Floating Roof | Gasoline | Delek Logistics Operating, LLC. | |
101 | Asphalt Paving PG64-22 | ASPHALTPG6422 | Refinery | 54,991 | Fixed Cone Roof | Asphalt | Delek Logistics Operating, LLC. | |
102 | Slop Asphalt | ASPHALTPG6422 | Refinery | 55,332 | Fixed Cone Roof | Asphalt | Delek Logistics Operating, LLC. | |
103 | Sour Naphtha | NAPHTHA | Refinery | 54,942 | External Floating Roof | Gasoline | Delek Logistics Operating, LLC. | |
104 | 250 / 300 Visc Flux | ASPHALTFLUX | Refinery | 55,323 | Fixed Cone Roof | Asphalt | Delek Logistics Operating, LLC. | |
105 | 250 / 300 Visc Flux | ASPHALTFLUX | Refinery | 64,025 | Fixed Cone Roof | Asphalt | Delek Logistics Operating, LLC. | |
108 | Distillate Unifiner Feed - K / D | DISTHDTFEED | Refinery | 48,373 | Internal Floating Roof | Diesel | Delek Logistics Operating, LLC. | |
109 | Distillate Unifiner Feed - K / D / LCO | DISTHDTFEED | Refinery | 55,367 | Internal Floating Roof | Diesel | Delek Logistics Operating, LLC. |
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
112 | Asphalt Paving PG64-22 | ASPHALTPG6422 | Refinery | 151,130 | Fixed Cone Roof | Asphalt | Delek Logistics Operating, LLC. | |
113 | FCC Gasoline | UNFINGAS | Refinery | 60,307 | External Floating Roof | Gasoline | Delek Logistics Operating, LLC. | |
115 | Vacuum Gas Oil | VGO | Refinery | 55,329 | Fixed Cone Roof | Cat Feed | Delek Logistics Operating, LLC. | |
119 | Ultra Low Sulfur Diesel | ULSD | Refinery | 30,000 | Fixed Cone Roof | Diesel | Delek Logistics Operating, LLC. | |
121 | Ultra Low Sulfur Diesel | ULSD | Refinery | 79,650 | Fixed Cone Roof | Diesel | Delek Logistics Operating, LLC. | |
122 | Ultra Low Sulfur Diesel | ULSD | Refinery | 77,846 | Fixed Cone Roof | Diesel | Delek Logistics Operating, LLC. | |
123 | 84 Octane Gasoline Blend | UNFINGAS | Refinery | 79,722 | External Floating Roof | Gasoline | Delek Logistics Operating, LLC. | |
124 | 93 Octane Gasoline Blend | UNFINGAS | Refinery | 53,787 | External Floating Roof | Gasoline | Delek Logistics Operating, LLC. | |
125 | 84 Octane Finished Gasoline | UNFINGAS | Refinery | 55,089 | External Floating Roof | Gasoline | Delek Logistics Operating, LLC. | |
126 | 93 Octane Premium finished Gasoline | UNLD87 | Refinery | 54,505 | External Floating Roof | Gasoline | Delek Logistics Operating, LLC. | |
128 | 84 Octane Gasoline Blend | UNFINGAS | Refinery | 80,299 | External Floating Roof | Gasoline | Delek Logistics Operating, LLC. | |
146 | Propane | PROPANE | Refinery | 712 | Pressurized Bullet Tank | LPG | Delek Logistics Operating, LLC. | |
147 | Propane | PROPANE | Refinery | 713 | Pressurized Bullet Tank | LPG | Delek Logistics Operating, LLC. | |
148 | Propane-Propylene Mix | PPMIX | Refinery | 714 | Pressurized Bullet Tank | LPG | Delek Logistics Operating, LLC. | |
149 | Isobutane | ISOBUTANE | Refinery | 2,571 | Pressurized Spherical Tank | Gasoline | Delek Logistics Operating, LLC. | |
155 | Mixed Butanes | MIXEDBUTANES | Refinery | 525 | Pressurized Bullet Tank | Gasoline | Delek Logistics Operating, LLC. | |
167 | Road Oil - In Plant Use | CBO | Refinery | 1,333 | Fixed Cone Roof | Carbon Black Oil | Delek Logistics Operating, LLC. | |
175 | 250 / 300 Visc Flux | ASPHALTFLUX | Refinery | 4,816 | Fixed Cone Roof | Asphalt | Delek Logistics Operating, LLC. | |
184 | Mixed Butanes | MIXEDBUTANES | Refinery | 956 | Pressurized Bullet Tank | Gasoline | Delek Logistics Operating, LLC. | |
185 | Mixed Butanes | MIXEDBUTANES | Refinery | 1,785 | Pressurized Bullet Tank | Gasoline | Delek Logistics Operating, LLC. | |
186 | Mixed Butanes | MIXEDBUTANES | Refinery | 707 | Pressurized Bullet Tank | Gasoline | Delek Logistics Operating, LLC. | |
187 | Propane | PROPANE | Refinery | 817 | Pressurized Bullet Tank | LPG | Delek Logistics Operating, LLC. | |
189 | Propane-Propylene Mix | PPMIX | Refinery | 714 | Pressurized Bullet Tank | LPG | Delek Logistics Operating, LLC. | |
191 | Asphalt VTB Heavy | ASPHALTPG6422 | Refinery | 150,386 | Fixed Cone Roof | Asphalt | Delek Logistics Operating, LLC. | |
192 | Crude Oil | CRUDEREFINERY | Refinery | 148,625 | External Floating Roof | Crude | Non-Gathering Tank | SALA |
194 | Isobutane | ISOBUTANE | Refinery | 605 | Pressurized Bullet Tank | Gasoline | Delek Logistics Operating, LLC. | |
195 | Isobutane | ISOBUTANE | Refinery | 605 | Pressurized Bullet Tank | Gasoline | Delek Logistics Operating, LLC. | |
196 | Isobutane | ISOBUTANE | Refinery | 605 | Pressurized Bullet Tank | Gasoline | Delek Logistics Operating, LLC. | |
197 | Propane | PROPANE | Refinery | 525 | Pressurized Bullet Tank | LPG | Delek Logistics Operating, LLC. | |
219 | Asphalt VTB Heavy | ASPHALTPG6422 | Refinery | 55,956 | Fixed Cone Roof | Asphalt | Delek Logistics Operating, LLC. | |
241 | Mixed Distillates | DISTHDTFEED | Refinery | 2,796 | Fixed Cone Roof | Diesel | Delek Logistics Operating, LLC. | |
242 | Mixed Distillates | DISTHDTFEED | Refinery | 2,796 | Fixed Cone Roof | Diesel | Delek Logistics Operating, LLC. | |
245 | Sour Naphtha | NAPHTHA | Refinery | 3,135 | Internal Floating Roof | Gasoline | Delek Logistics Operating, LLC. | |
246 | Sour Naphtha | NAPHTHA | Refinery | 3,135 | Internal Floating Roof | Gasoline | Delek Logistics Operating, LLC. |
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
247 | FCC Gasoline | UNFINGAS | Refinery | 5,141 | Internal Floating Roof | Gasoline | Delek Logistics Operating, LLC. | |
262 | Distillate Unifiner Feed - K / D / LCO | DISTHDTFEED | Refinery | 5,041 | Fixed Cone Roof | Diesel | Delek Logistics Operating, LLC. | |
263 | Distillate Unifiner Feed - K / D / LCO | DISTHDTFEED | Refinery | 5,041 | Fixed Cone Roof | Diesel | Delek Logistics Operating, LLC. | |
264 | Distillate Unifiner Feed - K / D / LCO | DISTHDTFEED | Refinery | 5,040 | Fixed Cone Roof | Diesel | Delek Logistics Operating, LLC. | |
265 | Distillate Unifiner Feed - K / D / LCO | DISTHDTFEED | Refinery | 5,040 | Fixed Cone Roof | Diesel | Delek Logistics Operating, LLC. | |
268 | Light Straight Run | NATURALGASOLINE | Refinery | 463 | Pressurized Bullet Tank | Gasoline | Delek Logistics Operating, LLC. | |
269 | Light Straight Run | NATURALGASOLINE | Refinery | 463 | Pressurized Bullet Tank | Gasoline | Delek Logistics Operating, LLC. | |
271 | Distillate Unifiner Feed - K / D / LCO | DISTHDTFEED | Refinery | 9,231 | Fixed Cone Roof | Diesel | Delek Logistics Operating, LLC. | |
272 | Distillate Unifiner Feed - K / D / LCO | DISTHDTFEED | Refinery | 1,011 | Fixed Cone Roof | Diesel | Delek Logistics Operating, LLC. | |
273 | Distillate Unifiner Feed - K / D / LCO | DISTHDTFEED | Refinery | 1,011 | Fixed Cone Roof | Diesel | Delek Logistics Operating, LLC. | |
282 | Slop Oil | SLOPCRUDEREFINERY | Refinery | 2,719 | Fixed Dome Roof | Slop / Transmix | Delek Logistics Operating, LLC. | |
283 | Slop Oil | SLOPCRUDEREFINERY | Refinery | 2,719 | Fixed Dome Roof | Slop / Transmix | Delek Logistics Operating, LLC. | |
348 | 140 / 160 Pen Asphalt | ASPHALT140160PEN | Refinery | 5,264 | Fixed Dome Roof | Asphalt | Delek Logistics Operating, LLC. | |
349 | 250 / 300 Visc Flux | ASPHALTFLUX | Refinery | 5,288 | Fixed Dome Roof | Asphalt | Delek Logistics Operating, LLC. | |
350 | Distillate Unifiner Feed - K / D / LCO | DISTHDTFEED | Refinery | 1,413 | Fixed Cone Roof | Diesel | Delek Logistics Operating, LLC. | |
351 | Distillate Unifiner Feed - K / D / LCO | DISTHDTFEED | Refinery | 1,413 | Fixed Cone Roof | Diesel | Delek Logistics Operating, LLC. | |
352 | Distillate Unifiner Feed - K / D / LCO | DISTHDTFEED | Refinery | 1,413 | Fixed Cone Roof | Diesel | Delek Logistics Operating, LLC. | |
353 | Distillate Unifiner Feed - K / D / LCO | DISTHDTFEED | Refinery | 1,413 | Fixed Cone Roof | Diesel | Delek Logistics Operating, LLC. | |
355 | 140 / 160 Pen Asphalt | ASPHALT140160PEN | Refinery | 1,006 | Fixed Cone Roof | Asphalt | Delek Logistics Operating, LLC. | |
360 | Sour Naphtha | NAPHTHA | Refinery | 15,092 | Internal Floating Roof | Gasoline | Delek Logistics Operating, LLC. | |
361 | Sour Naphtha | NAPHTHA | Refinery | 15,095 | Internal Floating Roof | Gasoline | Delek Logistics Operating, LLC. | |
362 | Propane-Propylene Mix | PPMIX | Refinery | 598 | Pressurized Bullet Tank | LPG | Delek Logistics Operating, LLC. | |
363 | Mixed Butanes | BUTYLENE | Refinery | 595 | Pressurized Bullet Tank | Gasoline | Delek Logistics Operating, LLC. | |
364 | Isobutane | ISOBUTANE | Refinery | 1,007 | Pressurized Bullet Tank | Gasoline | Delek Logistics Operating, LLC. | |
365 | Isobutane | ISOBUTANE | Refinery | 1,007 | Pressurized Bullet Tank | Gasoline | Delek Logistics Operating, LLC. | |
366 | Propane-Propylene Mix | PPMIX | Refinery | 697 | Pressurized Bullet Tank | LPG | Delek Logistics Operating, LLC. |
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
367 | Mixed Butanes | BUTYLENE | Refinery | 5,117 | Pressurized Spherical Tank | Gasoline | Delek Logistics Operating, LLC. | |
368 | Vacuum Gas Oil | VGO | Refinery | 10,107 | Fixed Cone Roof | Cat Feed | Delek Logistics Operating, LLC. | |
371 | Sweet Naphtha | NAPHTHA | Refinery | 10,099 | Internal Floating Roof | Gasoline | Delek Logistics Operating, LLC. | |
372 | Heavy Cat Naphtha (No. 10 Feed) | UNFINGAS | Refinery | 10,109 | Gasoline | Delek Logistics Operating, LLC. | ||
382 | Asphalt VTB Heavy | ASPHALTPG7622 | Refinery | 5,215 | Fixed Cone Roof | Asphalt | Delek Logistics Operating, LLC. | |
383 | Asphalt VTB Heavy | ASPHALTPG7622 | Refinery | 5,192 | Fixed Cone Roof | Asphalt | Delek Logistics Operating, LLC. | |
384 | Asphalt VTB Heavy | ASPHALTPG7022 | Refinery | 3,150 | Fixed Cone Roof | Asphalt | Delek Logistics Operating, LLC. | |
385 | Asphalt VTB Heavy | ASPHALTPG7022 | Refinery | 3,065 | Fixed Cone Roof | Asphalt | Delek Logistics Operating, LLC. | |
386 | Asphalt VTB Heavy | ASPHALTPG7022 | Refinery | 3,064 | Fixed Cone Roof | Asphalt | Delek Logistics Operating, LLC. | |
387 | Asphalt VTB Heavy | ASPHALTPG7022 | Refinery | 3,065 | Fixed Cone Roof | Asphalt | Delek Logistics Operating, LLC. | |
536 | Light Straight Run | NATURALGASOLINE | Refinery | 15,131 | Pressurized Spherical Tank | Gasoline | Delek Logistics Operating, LLC. | |
540 | Ultra Low Sulfur Diesel | ULSD | Refinery | 242 | Horizontal Tank | Diesel | Delek Logistics Operating, LLC. | |
544 | 250 / 300 Visc Flux | ASPHALTFLUX | Refinery | 5,295 | Fixed Cone Roof | Asphalt | Delek Logistics Operating, LLC. | |
548 | Asphalt 140/160 | ASPHALTPG6422 | Refinery | 100,328 | Fixed Cone Roof | Asphalt | Delek Logistics Operating, LLC. | |
552 | Unleaded Regular | UNLD87 | Refinery | 242 | Horizontal Tank | Gasoline | Delek Logistics Operating, LLC. | |
553 | Hard Asphalt | ASPHALTPG7622 | Refinery | 1,522 | Fixed Cone Roof | Asphalt | Delek Logistics Operating, LLC. | |
LOTT, Magnolia, and El Dorado Pipeline | ||||||||
120 | Crude Oil | CRUDELOTT | Refinery | 70,738 | Internal Floating Roof | Crude | Gathering Tank | SALA |
121A | Crude Oil | CRUDELOTT | El Dorado East | 80,000 | Welded, External Floater, Pontoon | Crude | Gathering Tank | SALA |
125A | Crude Oil | CRUDELOTT | El Dorado East | 55,000 | Welded, External Floater, Pontoon | Crude | Gathering Tank | SALA |
170A | Crude Oil | CRUDELOTT | El Dorado East | 130,000 | Welded, External Floater, Pontoon | Crude | Gathering Tank | SALA |
304 | Crude Oil | CRUDELOTT | Smackover | 5,000 | Riveted, Cone Roof | Crude | Gathering Tank | SALA |
305 | Crude Oil | CRUDELOTT | Smackover | 5,000 | Riveted, Cone Roof | Crude | Gathering Tank | SALA |
307 | Crude Oil | CRUDELOTT | Smackover | 5,000 | Riveted, Cone Roof | Crude | Gathering Tank | SALA |
308 | Crude Oil | CRUDELOTT | Smackover | 5,000 | Riveted, Cone Roof | Crude | Gathering Tank | SALA |
309 | Crude Oil | CRUDELOTT | Smackover | 25,000 | Riveted, Cone Roof | Crude | Gathering Tank | SALA |
310 | Crude Oil | CRUDELOTT | Smackover | 25,000 | Riveted, Cone Roof | Crude | Gathering Tank | SALA |
311 | Crude Oil | CRUDELOTT | Smackover | 10,000 | Riveted, Cone Roof | Crude | Gathering Tank | SALA |
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
325 | Crude Oil | CRUDELOTT | El Dorado East | 1,000 | Bolted, Cone Roof | Crude | Gathering Tank | SALA |
337 | Crude Oil | CRUDELOTT | Magnolia | 5,000 | Welded, Cone Roof | Crude | Gathering Tank | SALA |
343 | Crude Oil | CRUDELOTT | Buckner | 5,000 | Bolted, Cone Roof | Crude | Gathering Tank | SALA |
361 | Crude Oil | CRUDELOTT | Louann | 1,500 | Welded, Cone Roof | Crude | Gathering Tank | SALA |
362 | Crude Oil | CRUDELOTT | Pace City | 1,500 | Welded, Cone Roof | Crude | Gathering Tank | SALA |
363 | Crude Oil | CRUDELOTT | Rook | 500 | Welded, Cone Roof | Crude | Gathering Tank | SALA |
370 | Crude Oil | CRUDELOTT | Stephens | 3,000 | Welded, Cone Roof, Aluminum IFR | Crude | Gathering Tank | SALA |
437 | Crude Oil | CRUDEMAGNOLIA | Tank 437 | 55,000 | Welded, External Floater, Pontoon | Crude | Gathering Tank | SALA |
2002 | Crude Oil | CRUDEMAGNOLIA | Tank 2002 | 85,000 | Welded, External Floater, Pontoon | Crude | Gathering Tank | SALA |
2013 | Crude Oil | CRUDEMAGNOLIA | Tank 2013 | 85,000 | Welded, External Floater, Pontoon | Crude | Gathering Tank | SALA |
7135 | Crude Oil | CRUDELOTT | ShulerMeter | 10,000 | Bolted, Cone Roof | Crude | Gathering Tank | SALA |
7174 | Crude Oil | CRUDELOTT | El Dorado East | 1,000 | Bolted, Cone Roof | Crude | Gathering Tank | SALA |
7184 | Crude Oil | CRUDELOTT | El Dorado East | 1,000 | Bolted, Cone Roof | Crude | Gathering Tank | SALA |
7196 | Crude Oil | CRUDELOTT | Fouke | 1,000 | Bolted, Cone Roof | Crude | Gathering Tank | SALA |
7197 | Crude Oil | CRUDELOTT | Fouke | 1,000 | Bolted, Cone Roof | Crude | Gathering Tank | SALA |
7198 | Crude Oil | CRUDELOTT | Fouke | 10,000 | Bolted, Cone Roof, Aluminum IFR | Crude | Gathering Tank | SALA |
7215 | Crude Oil | CRUDELOTT | El Dorado East | 5,000 | Bolted, Cone Roof | Crude | Gathering Tank | SALA |
8852 | Crude Oil | CRUDELOTT | El Dorado East | 210 | Welded, Cone Roof | Crude | Gathering Tank | SALA |
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
Memphis | ||||||||
2 | Ultra Low Sulfur Diesel | ULSDMEMPHIS | Memphis | 9,626 | Welded, Cone Roof | Diesel | Offsite Product Storage Tanks | Delek Logistics Operating, LLC. |
3 | Ultra Low Sulfur Diesel | ULSDMEMPHIS | Memphis | 9,628 | Welded, Cone Roof | Diesel | ||
4 | Ultra Low Sulfur Diesel | ULSDMEMPHIS | Memphis | 9,625 | Welded, Cone Roof | Diesel | ||
5 | Unleaded Regular | UNLD87MEMPHIS | Memphis | 9,950 | Welded, Cone Roof | Gasoline | ||
6 | Unleaded Regular | UNLD87MEMPHIS | Memphis | 14,918 | Welded, Cone Roof | Gasoline | ||
7 | Ultra Low Sulfur Diesel | ULSDMEMPHIS | Memphis | 5,036 | Welded, Cone Roof | Diesel | ||
8 | Transmix | TRANSMIXMEMPHIS | Memphis | 4,957 | Welded, Cone Roof | Slop / Transmix | ||
9 | Unleaded Premium | UNLD93MEMPHIS | Memphis | 20,067 | Welded, Cone Roof | Gasoline | ||
10 | Unleaded Regular | UNLD87MEMPHIS | Memphis | 29,755 | Welded, Cone Roof | Gasoline | ||
Henderson | ||||||||
104 | Paving - PG64-22 | ASPHALTPG6422HENDERSON | Henderson | 45,000 | Asphalt | |||
105 | Paving - PG64-22 | ASPHALTPG6422HENDERSON | Henderson | 10,000 | Asphalt | |||
108 | Polymer - AC-15P | ASPHALTAC15PHENDERSON | Henderson | 2,500 | Asphalt | |||
109 | Tire Rubber - AC-20-5TR | ASPHALTAC205TRHENDERSON | Henderson | 2,500 | Asphalt | |||
110 | Tire Rubber - AC-20-5TR | ASPHALTAC205TRHENDERSON | Henderson | 2,500 | Asphalt | |||
111 | Flux - 250 / 300 Vis Flux | ASPHALTFLUXHENDERSON | Henderson | 2,500 | Asphalt | |||
112 | Polymer - AC-15P | ASPHALTAC15PHENDERSON | Henderson | 2,500 | Fixed Cone Roof | Asphalt | ||
113 | 250/300 Flux | ASPHALTFLUXHENDERSON | Henderson | 2,500 | Fixed Cone Roof | Asphalt |
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
Muskogee | ||||||||
101 | Paving - 64-22 | ASPHALTPG6422MUSKOGEE | Muskogee | 47,997 | Asphalt | Included Third Party Product Storage Tanks | Ergon A&E | |
102 | Paving - 64-22 | ASPHALTPG6422MUSKOGEE | Muskogee | 48,429 | Asphalt | |||
103 | Paving - 64-22 | ASPHALTPG6422MUSKOGEE | Muskogee | 57,529 | Asphalt | |||
104 | Paving - 64-22 | ASPHALTPG6422MUSKOGEE | Muskogee | 4,243 | Asphalt | |||
105 | Flux - VTB | ASPHALTFLUXMUSKOGEE | Muskogee | 26,646 | Asphalt | |||
110 | Paving - 70-22 | ASPHALTPG7022MUSKOGEE | Muskogee | 620 | Asphalt | |||
111 | Paving - 64-22 | ASPHALTPG6422MUSKOGEE | Muskogee | 2,343 | Asphalt | |||
112 | Paving - 76-28 | ASPHALTPG7628MUSKOGEE | Muskogee | 2,343 | Asphalt | |||
113 | Paving - 70-28 | ASPHALTPG7028MUSKOGEE | Muskogee | 2,343 | Asphalt | |||
114 | Paving - 70-22 | ASPHALTPG7022MUSKOGEE | Muskogee | 2,343 | Asphalt | |||
115 | Paving - Sweet Resid | ASPHALTFLUXMUSKOGEE | Muskogee | 1,273 | Asphalt | |||
116 | Paving - 70-22 | ASPHALTPG7022MUSKOGEE | Muskogee | 1,759 | Asphalt | |||
117 | Paving - Bres | ASPHALTFLUXMUSKOGEE | Muskogee | 707 | Asphalt | |||
118 | Paving - Sty 206 | ASPHALTSTY206MUSKOGEE | Muskogee | 2,278 | Asphalt | |||
119 | Paving - 64-22 | ASPHALTPG6422MUSKOGEE | Muskogee | 30,263 | Asphalt | |||
120 | Paving - Sty 16 | ASPHALTSTY206MUSKOGEE | Muskogee | 1,241 | Asphalt | |||
150 | Paving - 64-22 | ASPHALTPG6422MUSKOGEE | Muskogee | 664 | Asphalt | |||
151 | Paving - Sty 16 | ASPHALTSTY206MUSKOGEE | Muskogee | 664 | Asphalt |
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
SCHEDULE E-3
Tank No. | Assigned Service | Product Code | Location | Nominal Shell Capacity (Barrels) | Type | Category | Tank Type | Custodian | Title/Lien |
Refinery | |||||||||
19 | Atmospheric Gas Oil | VGO | Refinery | 2,291 | Fixed Cone Roof | Cat Feed | Delek Logistics Operating, LLC. | Title | |
23 | 140/160 Pen Asphalt | ASPHALT140160PEN | Refinery | 2,000 | Fixed Cone Roof | Asphalt | Delek Logistics Operating, LLC. | Title | |
24 | Asphalt VTB Heavy | ASPHALTPG7022 | Refinery | 3,448 | Fixed Cone Roof | Asphalt | Delek Logistics Operating, LLC. | Title | |
36 | Alkylate | UNFINGAS | Refinery | 4,391 | Internal Floating Roof | Gasoline | Delek Logistics Operating, LLC. | Title | |
39 | Asphalt VTB Heavy | ASPHALT140160PEN | Refinery | 5,117 | Fixed Cone Roof | Asphalt | Delek Logistics Operating, LLC. | Title | |
40 | Asphalt VTB Heavy | ASPHALTPG6422 | Refinery | 3,685 | Fixed Cone Roof | Asphalt | Delek Logistics Operating, LLC. | Title | |
41 | Asphalt VTB Heavy | ASPHALTPG6422 | Refinery | 3,802 | Fixed Cone Roof | Asphalt | Delek Logistics Operating, LLC. | Title | |
54 | Distillate Unifiner Feed - LCO | DISTHDTFEED | Refinery | 15,087 | Fixed Cone Roof | Diesel | Delek Logistics Operating, LLC. | Title | |
59 | Vacuum Gas Oil | VGO | Refinery | 9,069 | Fixed Cone Roof | Cat Feed | Delek Logistics Operating, LLC. | Title | |
61 | Platformate | UNLD93 | Refinery | 20,128 | External Floating Roof | Gasoline | Delek Logistics Operating, LLC. | Title | |
62 | Platformate | UNFINGAS | Refinery | 20,141 | External Floating Roof | Gasoline | Delek Logistics Operating, LLC. | Title | |
63 | Slop Diesel | SLOPCRUDEREFINERY | Refinery | 8,584 | Fixed Cone Roof | Slop / Transmix | Delek Logistics Operating, LLC. | Title | |
64 | Platformate | UNFINGAS | Refinery | 9,447 | Internal Floating Roof | Gasoline | Delek Logistics Operating, LLC. | Title | |
65 | 93 Octane Premium Gasoline | UNFINGAS | Refinery | 10,114 | External Floating Roof | Gasoline | Delek Logistics Operating, LLC. | Title | |
66 | Slop Light Oil | CONDENSATE | Refinery | 14,584 | Fixed Dome Roof | Gasoline | Delek Logistics Operating, LLC. | Title | |
67 | Isomate | UNFINGAS | Refinery | 14,584 | Fixed Dome Roof | Gasoline | Delek Logistics Operating, LLC. | Title | |
78 | 250 / 300 Visc Flux | ASPHALTFLUX | Refinery | 5,171 | Fixed Cone Roof | Asphalt | Delek Logistics Operating, LLC. | Title | |
82 | Carbon Black Oil | CBO | Refinery | 20,081 | Fixed Cone Roof | Carbon Black Oil | Delek Logistics Operating, LLC. | Title | |
84 | Vacuum Gas Oil | VGO | Refinery | 10,110 | Fixed Cone Roof | Cat Feed | Delek Logistics Operating, LLC. | Title | |
85 | Alkylate | UNFINGAS | Refinery | 8,367 | Internal Floating Roof | Gasoline | Delek Logistics Operating, LLC. | Title | |
88 | FCC Gasoline | UNFINGAS | Refinery | 20,122 | External Floating Roof | Gasoline | Delek Logistics Operating, LLC. | Title | |
89 | FCC Gasoline | UNFINGAS | Refinery | 20,122 | External Floating Roof | Gasoline | Delek Logistics Operating, LLC. | Title | |
101 | Asphalt Paving PG64-22 | ASPHALTPG6422 | Refinery | 54,991 | Fixed Cone Roof | Asphalt | Delek Logistics Operating, LLC. | Title | |
102 | Slop Asphalt | ASPHALTPG6422 | Refinery | 55,332 | Fixed Cone Roof | Asphalt | Delek Logistics Operating, LLC. | Title | |
103 | Sour Naphtha | NAPHTHA | Refinery | 54,942 | External Floating Roof | Gasoline | Delek Logistics Operating, LLC. | Title | |
104 | 250 / 300 Visc Flux | ASPHALTFLUX | Refinery | 55,323 | Fixed Cone Roof | Asphalt | Delek Logistics Operating, LLC. | Title | |
105 | 250 / 300 Visc Flux | ASPHALTFLUX | Refinery | 64,025 | Fixed Cone Roof | Asphalt | Delek Logistics Operating, LLC. | Title | |
108 | Distillate Unifiner Feed - K / D | DISTHDTFEED | Refinery | 48,373 | Internal Floating Roof | Diesel | Delek Logistics Operating, LLC. | Title | |
109 | Distillate Unifiner Feed - K / D / LCO | DISTHDTFEED | Refinery | 55,367 | Internal Floating Roof | Diesel | Delek Logistics Operating, LLC. | Title |
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
112 | Asphalt Paving PG64-22 | ASPHALTPG6422 | Refinery | 151,130 | Fixed Cone Roof | Asphalt | Delek Logistics Operating, LLC. | Title | |
113 | FCC Gasoline | UNFINGAS | Refinery | 60,307 | External Floating Roof | Gasoline | Delek Logistics Operating, LLC. | Title | |
115 | Vacuum Gas Oil | VGO | Refinery | 55,329 | Fixed Cone Roof | Cat Feed | Delek Logistics Operating, LLC. | Title | |
119 | Ultra Low Sulfur Diesel | ULSD | Refinery | 30,000 | Fixed Cone Roof | Diesel | Delek Logistics Operating, LLC. | Title | |
121 | Ultra Low Sulfur Diesel | ULSD | Refinery | 79,650 | Fixed Cone Roof | Diesel | Delek Logistics Operating, LLC. | Title | |
122 | Ultra Low Sulfur Diesel | ULSD | Refinery | 77,846 | Fixed Cone Roof | Diesel | Delek Logistics Operating, LLC. | Title | |
123 | 84 Octane Gasoline Blend | UNFINGAS | Refinery | 79,722 | External Floating Roof | Gasoline | Delek Logistics Operating, LLC. | Title | |
124 | 93 Octane Gasoline Blend | UNFINGAS | Refinery | 53,787 | External Floating Roof | Gasoline | Delek Logistics Operating, LLC. | Title | |
125 | 84 Octane Finished Gasoline | UNFINGAS | Refinery | 55,089 | External Floating Roof | Gasoline | Delek Logistics Operating, LLC. | Title | |
126 | 93 Octane Premium finished Gasoline | UNLD87 | Refinery | 54,505 | External Floating Roof | Gasoline | Delek Logistics Operating, LLC. | Title | |
128 | 84 Octane Gasoline Blend | UNFINGAS | Refinery | 80,299 | External Floating Roof | Gasoline | Delek Logistics Operating, LLC. | Title | |
146 | Propane | PROPANE | Refinery | 712 | Pressurized Bullet Tank | LPG | Delek Logistics Operating, LLC. | Title | |
147 | Propane | PROPANE | Refinery | 713 | Pressurized Bullet Tank | LPG | Delek Logistics Operating, LLC. | Title | |
148 | Propane-Propylene Mix | PPMIX | Refinery | 714 | Pressurized Bullet Tank | LPG | Delek Logistics Operating, LLC. | Title | |
149 | Isobutane | ISOBUTANE | Refinery | 2,571 | Pressurized Spherical Tank | Gasoline | Delek Logistics Operating, LLC. | Title | |
155 | Mixed Butanes | MIXEDBUTANES | Refinery | 525 | Pressurized Bullet Tank | Gasoline | Delek Logistics Operating, LLC. | Title | |
167 | Road Oil - In Plant Use | CBO | Refinery | 1,333 | Fixed Cone Roof | Carbon Black Oil | Delek Logistics Operating, LLC. | Title | |
175 | 250 / 300 Visc Flux | ASPHALTFLUX | Refinery | 4,816 | Fixed Cone Roof | Asphalt | Delek Logistics Operating, LLC. | Title | |
184 | Mixed Butanes | MIXEDBUTANES | Refinery | 956 | Pressurized Bullet Tank | Gasoline | Delek Logistics Operating, LLC. | Title | |
185 | Mixed Butanes | MIXEDBUTANES | Refinery | 1,785 | Pressurized Bullet Tank | Gasoline | Delek Logistics Operating, LLC. | Title | |
186 | Mixed Butanes | MIXEDBUTANES | Refinery | 707 | Pressurized Bullet Tank | Gasoline | Delek Logistics Operating, LLC. | Title | |
187 | Propane | PROPANE | Refinery | 817 | Pressurized Bullet Tank | LPG | Delek Logistics Operating, LLC. | Title | |
189 | Propane-Propylene Mix | PPMIX | Refinery | 714 | Pressurized Bullet Tank | LPG | Delek Logistics Operating, LLC. | Title | |
191 | Asphalt VTB Heavy | ASPHALTPG6422 | Refinery | 150,386 | Fixed Cone Roof | Asphalt | Delek Logistics Operating, LLC. | Title | |
192 | Crude Oil | CRUDEREFINERY | Refinery | 148,625 | External Floating Roof | Crude | Non-Gathering Tank | SALA | Title |
194 | Isobutane | ISOBUTANE | Refinery | 605 | Pressurized Bullet Tank | Gasoline | Delek Logistics Operating, LLC. | Title | |
195 | Isobutane | ISOBUTANE | Refinery | 605 | Pressurized Bullet Tank | Gasoline | Delek Logistics Operating, LLC. | Title | |
196 | Isobutane | ISOBUTANE | Refinery | 605 | Pressurized Bullet Tank | Gasoline | Delek Logistics Operating, LLC. | Title | |
197 | Propane | PROPANE | Refinery | 525 | Pressurized Bullet Tank | LPG | Delek Logistics Operating, LLC. | Title | |
219 | Asphalt VTB Heavy | ASPHALTPG6422 | Refinery | 55,956 | Fixed Cone Roof | Asphalt | Delek Logistics Operating, LLC. | Title | |
241 | Mixed Distillates | DISTHDTFEED | Refinery | 2,796 | Fixed Cone Roof | Diesel | Delek Logistics Operating, LLC. | Title | |
242 | Mixed Distillates | DISTHDTFEED | Refinery | 2,796 | Fixed Cone Roof | Diesel | Delek Logistics Operating, LLC. | Title | |
245 | Sour Naphtha | NAPHTHA | Refinery | 3,135 | Internal Floating Roof | Gasoline | Delek Logistics Operating, LLC. | Title | |
246 | Sour Naphtha | NAPHTHA | Refinery | 3,135 | Internal Floating Roof | Gasoline | Delek Logistics Operating, LLC. | Title |
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
247 | FCC Gasoline | UNFINGAS | Refinery | 5,141 | Internal Floating Roof | Gasoline | Delek Logistics Operating, LLC. | Title | |
262 | Distillate Unifiner Feed - K / D / LCO | DISTHDTFEED | Refinery | 5,041 | Fixed Cone Roof | Diesel | Delek Logistics Operating, LLC. | Title | |
263 | Distillate Unifiner Feed - K / D / LCO | DISTHDTFEED | Refinery | 5,041 | Fixed Cone Roof | Diesel | Delek Logistics Operating, LLC. | Title | |
264 | Distillate Unifiner Feed - K / D / LCO | DISTHDTFEED | Refinery | 5,040 | Fixed Cone Roof | Diesel | Delek Logistics Operating, LLC. | Title | |
265 | Distillate Unifiner Feed - K / D / LCO | DISTHDTFEED | Refinery | 5,040 | Fixed Cone Roof | Diesel | Delek Logistics Operating, LLC. | Title | |
268 | Light Straight Run | NATURALGASOLINE | Refinery | 463 | Pressurized Bullet Tank | Gasoline | Delek Logistics Operating, LLC. | Title | |
269 | Light Straight Run | NATURALGASOLINE | Refinery | 463 | Pressurized Bullet Tank | Gasoline | Delek Logistics Operating, LLC. | Title | |
271 | Distillate Unifiner Feed - K / D / LCO | DISTHDTFEED | Refinery | 9,231 | Fixed Cone Roof | Diesel | Delek Logistics Operating, LLC. | Title | |
272 | Distillate Unifiner Feed - K / D / LCO | DISTHDTFEED | Refinery | 1,011 | Fixed Cone Roof | Diesel | Delek Logistics Operating, LLC. | Title | |
273 | Distillate Unifiner Feed - K / D / LCO | DISTHDTFEED | Refinery | 1,011 | Fixed Cone Roof | Diesel | Delek Logistics Operating, LLC. | Title | |
282 | Slop Oil | SLOPCRUDEREFINERY | Refinery | 2,719 | Fixed Dome Roof | Slop / Transmix | Delek Logistics Operating, LLC. | Title | |
283 | Slop Oil | SLOPCRUDEREFINERY | Refinery | 2,719 | Fixed Dome Roof | Slop / Transmix | Delek Logistics Operating, LLC. | Title | |
348 | 140 / 160 Pen Asphalt | ASPHALT140160PEN | Refinery | 5,264 | Fixed Dome Roof | Asphalt | Delek Logistics Operating, LLC. | Title | |
349 | 250 / 300 Visc Flux | ASPHALTFLUX | Refinery | 5,288 | Fixed Dome Roof | Asphalt | Delek Logistics Operating, LLC. | Title | |
350 | Distillate Unifiner Feed - K / D / LCO | DISTHDTFEED | Refinery | 1,413 | Fixed Cone Roof | Diesel | Delek Logistics Operating, LLC. | Title | |
351 | Distillate Unifiner Feed - K / D / LCO | DISTHDTFEED | Refinery | 1,413 | Fixed Cone Roof | Diesel | Delek Logistics Operating, LLC. | Title | |
352 | Distillate Unifiner Feed - K / D / LCO | DISTHDTFEED | Refinery | 1,413 | Fixed Cone Roof | Diesel | Delek Logistics Operating, LLC. | Title | |
353 | Distillate Unifiner Feed - K / D / LCO | DISTHDTFEED | Refinery | 1,413 | Fixed Cone Roof | Diesel | Delek Logistics Operating, LLC. | Title | |
355 | 140 / 160 Pen Asphalt | ASPHALT140160PEN | Refinery | 1,006 | Fixed Cone Roof | Asphalt | Delek Logistics Operating, LLC. | Title | |
360 | Sour Naphtha | NAPHTHA | Refinery | 15,092 | Internal Floating Roof | Gasoline | Delek Logistics Operating, LLC. | Title | |
361 | Sour Naphtha | NAPHTHA | Refinery | 15,095 | Internal Floating Roof | Gasoline | Delek Logistics Operating, LLC. | Title | |
362 | Propane-Propylene Mix | PPMIX | Refinery | 598 | Pressurized Bullet Tank | LPG | Delek Logistics Operating, LLC. | Title | |
363 | Mixed Butanes | BUTYLENE | Refinery | 595 | Pressurized Bullet Tank | Gasoline | Delek Logistics Operating, LLC. | Title | |
364 | Isobutane | ISOBUTANE | Refinery | 1,007 | Pressurized Bullet Tank | Gasoline | Delek Logistics Operating, LLC. | Title | |
365 | Isobutane | ISOBUTANE | Refinery | 1,007 | Pressurized Bullet Tank | Gasoline | Delek Logistics Operating, LLC. | Title | |
366 | Propane-Propylene Mix | PPMIX | Refinery | 697 | Pressurized Bullet Tank | LPG | Delek Logistics Operating, LLC. | Title |
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
367 | Mixed Butanes | BUTYLENE | Refinery | 5,117 | Pressurized Spherical Tank | Gasoline | Delek Logistics Operating, LLC. | Title | |
368 | Vacuum Gas Oil | VGO | Refinery | 10,107 | Fixed Cone Roof | Cat Feed | Delek Logistics Operating, LLC. | Title | |
371 | Sweet Naphtha | NAPHTHA | Refinery | 10,099 | Internal Floating Roof | Gasoline | Delek Logistics Operating, LLC. | Title | |
372 | Heavy Cat Naphtha (No. 10 Feed) | UNFINGAS | Refinery | 10,109 | Gasoline | Delek Logistics Operating, LLC. | Title | ||
382 | Asphalt VTB Heavy | ASPHALTPG7622 | Refinery | 5,215 | Fixed Cone Roof | Asphalt | Delek Logistics Operating, LLC. | Title | |
383 | Asphalt VTB Heavy | ASPHALTPG7622 | Refinery | 5,192 | Fixed Cone Roof | Asphalt | Delek Logistics Operating, LLC. | Title | |
384 | Asphalt VTB Heavy | ASPHALTPG7022 | Refinery | 3,150 | Fixed Cone Roof | Asphalt | Delek Logistics Operating, LLC. | Title | |
385 | Asphalt VTB Heavy | ASPHALTPG7022 | Refinery | 3,065 | Fixed Cone Roof | Asphalt | Delek Logistics Operating, LLC. | Title | |
386 | Asphalt VTB Heavy | ASPHALTPG7022 | Refinery | 3,064 | Fixed Cone Roof | Asphalt | Delek Logistics Operating, LLC. | Title | |
387 | Asphalt VTB Heavy | ASPHALTPG7022 | Refinery | 3,065 | Fixed Cone Roof | Asphalt | Delek Logistics Operating, LLC. | Title | |
536 | Light Straight Run | NATURALGASOLINE | Refinery | 15,131 | Pressurized Spherical Tank | Gasoline | Delek Logistics Operating, LLC. | Title | |
540 | Ultra Low Sulfur Diesel | ULSD | Refinery | 242 | Horizontal Tank | Diesel | Delek Logistics Operating, LLC. | Title | |
544 | 250 / 300 Visc Flux | ASPHALTFLUX | Refinery | 5,295 | Fixed Cone Roof | Asphalt | Delek Logistics Operating, LLC. | Title | |
548 | Asphalt 140/160 | ASPHALTPG6422 | Refinery | 100,328 | Fixed Cone Roof | Asphalt | Delek Logistics Operating, LLC. | Title | |
552 | Unleaded Regular | UNLD87 | Refinery | 242 | Horizontal Tank | Gasoline | Delek Logistics Operating, LLC. | Title | |
553 | Hard Asphalt | ASPHALTPG7622 | Refinery | 1,522 | Fixed Cone Roof | Asphalt | Delek Logistics Operating, LLC. | Title | |
LOTT, Magnolia, and El Dorado Pipeline | |||||||||
120 | Crude Oil | CRUDELOTT | Refinery | 70,738 | Internal Floating Roof | Crude | Gathering Tank | SALA | Title |
121A | Crude Oil | CRUDELOTT | El Dorado East | 80,000 | Welded, External Floater, Pontoon | Crude | Gathering Tank | SALA | Lien |
125A | Crude Oil | CRUDELOTT | El Dorado East | 55,000 | Welded, External Floater, Pontoon | Crude | Gathering Tank | SALA | Title |
170A | Crude Oil | CRUDELOTT | El Dorado East | 130,000 | Welded, External Floater, Pontoon | Crude | Gathering Tank | SALA | Title |
304 | Crude Oil | CRUDELOTT | Smackover | 5,000 | Riveted, Cone Roof | Crude | Gathering Tank | SALA | Title |
305 | Crude Oil | CRUDELOTT | Smackover | 5,000 | Riveted, Cone Roof | Crude | Gathering Tank | SALA | Title |
307 | Crude Oil | CRUDELOTT | Smackover | 5,000 | Riveted, Cone Roof | Crude | Gathering Tank | SALA | Title |
308 | Crude Oil | CRUDELOTT | Smackover | 5,000 | Riveted, Cone Roof | Crude | Gathering Tank | SALA | Title |
309 | Crude Oil | CRUDELOTT | Smackover | 25,000 | Riveted, Cone Roof | Crude | Gathering Tank | SALA | Title |
310 | Crude Oil | CRUDELOTT | Smackover | 25,000 | Riveted, Cone Roof | Crude | Gathering Tank | SALA | Lien |
311 | Crude Oil | CRUDELOTT | Smackover | 10,000 | Riveted, Cone Roof | Crude | Gathering Tank | SALA | Title |
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
325 | Crude Oil | CRUDELOTT | El Dorado East | 1,000 | Bolted, Cone Roof | Crude | Gathering Tank | SALA | Lien |
337 | Crude Oil | CRUDELOTT | Magnolia | 5,000 | Welded, Cone Roof | Crude | Gathering Tank | SALA | Title |
343 | Crude Oil | CRUDELOTT | Buckner | 5,000 | Bolted, Cone Roof | Crude | Gathering Tank | SALA | Lien |
361 | Crude Oil | CRUDELOTT | Louann | 1,500 | Welded, Cone Roof | Crude | Gathering Tank | SALA | Lien |
362 | Crude Oil | CRUDELOTT | Pace City | 1,500 | Welded, Cone Roof | Crude | Gathering Tank | SALA | Lien |
363 | Crude Oil | CRUDELOTT | Rook | 500 | Welded, Cone Roof | Crude | Gathering Tank | SALA | Title |
370 | Crude Oil | CRUDELOTT | Stephens | 3,000 | Welded, Cone Roof, Aluminum IFR | Crude | Gathering Tank | SALA | Title |
437 | Crude Oil | CRUDEMAGNOLIA | Tank 437 | 55,000 | Welded, External Floater, Pontoon | Crude | Gathering Tank | SALA | Title |
2002 | Crude Oil | CRUDEMAGNOLIA | Tank 2002 | 85,000 | Welded, External Floater, Pontoon | Crude | Gathering Tank | SALA | Title |
2013 | Crude Oil | CRUDEMAGNOLIA | Tank 2013 | 85,000 | Welded, External Floater, Pontoon | Crude | Gathering Tank | SALA | Title |
7135 | Crude Oil | CRUDELOTT | ShulerMeter | 10,000 | Bolted, Cone Roof | Crude | Gathering Tank | SALA | Lien |
7174 | Crude Oil | CRUDELOTT | El Dorado East | 1,000 | Bolted, Cone Roof | Crude | Gathering Tank | SALA | Lien |
7184 | Crude Oil | CRUDELOTT | El Dorado East | 1,000 | Bolted, Cone Roof | Crude | Gathering Tank | SALA | Lien |
7196 | Crude Oil | CRUDELOTT | Fouke | 1,000 | Bolted, Cone Roof | Crude | Gathering Tank | SALA | Title |
7197 | Crude Oil | CRUDELOTT | Fouke | 1,000 | Bolted, Cone Roof | Crude | Gathering Tank | SALA | Title |
7198 | Crude Oil | CRUDELOTT | Fouke | 10,000 | Bolted, Cone Roof, Aluminum IFR | Crude | Gathering Tank | SALA | Lien |
7215 | Crude Oil | CRUDELOTT | El Dorado East | 5,000 | Bolted, Cone Roof | Crude | Gathering Tank | SALA | Lien |
8852 | Crude Oil | CRUDELOTT | El Dorado East | 210 | Welded, Cone Roof | Crude | Gathering Tank | SALA | Title |
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
Memphis | |||||||||
2 | Ultra Low Sulfur Diesel | ULSDMEMPHIS | Memphis | 9,626 | Welded, Cone Roof | Diesel | Offsite Product Storage Tanks | Delek Logistics Operating, LLC. | Title |
3 | Ultra Low Sulfur Diesel | ULSDMEMPHIS | Memphis | 9,628 | Welded, Cone Roof | Diesel | Title | ||
4 | Ultra Low Sulfur Diesel | ULSDMEMPHIS | Memphis | 9,625 | Welded, Cone Roof | Diesel | Title | ||
5 | Unleaded Regular | UNLD87MEMPHIS | Memphis | 9,950 | Welded, Cone Roof | Gasoline | Title | ||
6 | Unleaded Regular | UNLD87MEMPHIS | Memphis | 14,918 | Welded, Cone Roof | Gasoline | Title | ||
7 | Ultra Low Sulfur Diesel | ULSDMEMPHIS | Memphis | 5,036 | Welded, Cone Roof | Diesel | Title | ||
8 | Transmix | TRANSMIXMEMPHIS | Memphis | 4,957 | Welded, Cone Roof | Slop / Transmix | Title | ||
9 | Unleaded Premium | UNLD93MEMPHIS | Memphis | 20,067 | Welded, Cone Roof | Gasoline | Title | ||
10 | Unleaded Regular | UNLD87MEMPHIS | Memphis | 29,755 | Welded, Cone Roof | Gasoline | Title | ||
Henderson | |||||||||
104 | Paving - PG64-22 | ASPHALTPG6422HENDERSON | Henderson | 45,000 | Asphalt | Title | |||
105 | Paving - PG64-22 | ASPHALTPG6422HENDERSON | Henderson | 10,000 | Asphalt | Title | |||
108 | Polymer - AC-15P | ASPHALTAC15PHENDERSON | Henderson | 2,500 | Asphalt | Title | |||
109 | Tire Rubber - AC-20-5TR | ASPHALTAC205TRHENDERSON | Henderson | 2,500 | Asphalt | Title | |||
110 | Tire Rubber - AC-20-5TR | ASPHALTAC205TRHENDERSON | Henderson | 2,500 | Asphalt | Title | |||
111 | Flux - 250 / 300 Vis Flux | ASPHALTFLUXHENDERSON | Henderson | 2,500 | Asphalt | Title | |||
112 | Polymer - AC-15P | ASPHALTAC15PHENDERSON | Henderson | 2,500 | Fixed Cone Roof | Asphalt | Title | ||
113 | 250/300 Flux | ASPHALTFLUXHENDERSON | Henderson | 2,500 | Fixed Cone Roof | Asphalt | Title |
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
Muskogee | |||||||||
101 | Paving - 64-22 | ASPHALTPG6422MUSKOGEE | Muskogee | 47,997 | Asphalt | Included Third Party Product Storage Tanks | Ergon A&E | Title | |
102 | Paving - 64-22 | ASPHALTPG6422MUSKOGEE | Muskogee | 48,429 | Asphalt | Title | |||
103 | Paving - 64-22 | ASPHALTPG6422MUSKOGEE | Muskogee | 57,529 | Asphalt | Title | |||
104 | Paving - 64-22 | ASPHALTPG6422MUSKOGEE | Muskogee | 4,243 | Asphalt | Title | |||
105 | Flux - VTB | ASPHALTFLUXMUSKOGEE | Muskogee | 26,646 | Asphalt | Title | |||
110 | Paving - 70-22 | ASPHALTPG7022MUSKOGEE | Muskogee | 620 | Asphalt | Title | |||
111 | Paving - 64-22 | ASPHALTPG6422MUSKOGEE | Muskogee | 2,343 | Asphalt | Title | |||
112 | Paving - 76-28 | ASPHALTPG7628MUSKOGEE | Muskogee | 2,343 | Asphalt | Title | |||
113 | Paving - 70-28 | ASPHALTPG7028MUSKOGEE | Muskogee | 2,343 | Asphalt | Title | |||
114 | Paving - 70-22 | ASPHALTPG7022MUSKOGEE | Muskogee | 2,343 | Asphalt | Title | |||
115 | Paving - Sweet Resid | ASPHALTFLUXMUSKOGEE | Muskogee | 1,273 | Asphalt | Title | |||
116 | Paving - 70-22 | ASPHALTPG7022MUSKOGEE | Muskogee | 1,759 | Asphalt | Title | |||
117 | Paving - Bres | ASPHALTFLUXMUSKOGEE | Muskogee | 707 | Asphalt | Title | |||
118 | Paving - Sty 206 | ASPHALTSTY206MUSKOGEE | Muskogee | 2,278 | Asphalt | Title | |||
119 | Paving - 64-22 | ASPHALTPG6422MUSKOGEE | Muskogee | 30,263 | Asphalt | Title | |||
120 | Paving - Sty 16 | ASPHALTSTY206MUSKOGEE | Muskogee | 1,241 | Asphalt | Title | |||
150 | Paving - 64-22 | ASPHALTPG6422MUSKOGEE | Muskogee | 664 | Asphalt | Title | |||
151 | Paving - Sty 16 | ASPHALTSTY206MUSKOGEE | Muskogee | 664 | Asphalt | Title |
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
SCHEDULE F
[Reserved]
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
SCHEDULE G
Row Number | Payment Generation Date | Flow Date | Invoice Date | Payment Date | TrueUp Date | Product Group | Payment Factor | TrueUp Factor | Is Red Zone | Asphalt Pricing Month | Inv Month Start Date | Inv Month End Date |
1 | 27-Feb-17 | 23-Feb-17 | 28-Feb-17 | 1-Mar-17 | 20-Apr-17 | All | 1 | 1 | 1 | 1-Jan-17 | 1-Mar-17 | 31-Mar-17 |
2 | 28-Feb-17 | 27-Feb-17 | 1-Mar-17 | 2-Mar-17 | 20-Apr-17 | All | 1 | 1 | 1 | 1-Jan-17 | 1-Mar-17 | 31-Mar-17 |
3 | 1-Mar-17 | 24-Feb-17 | 2-Mar-17 | 3-Mar-17 | 20-Apr-17 | All | 1 | 1 | 1 | 1-Jan-17 | 1-Mar-17 | 31-Mar-17 |
4 | 1-Mar-17 | 25-Feb-17 | 2-Mar-17 | 3-Mar-17 | 20-Apr-17 | All | 1 | 1 | 1 | 1-Jan-17 | 1-Mar-17 | 31-Mar-17 |
5 | 1-Mar-17 | 26-Feb-17 | 2-Mar-17 | 3-Mar-17 | 20-Apr-17 | All | 1 | 1 | 1 | 1-Jan-17 | 1-Mar-17 | 31-Mar-17 |
6 | 2-Mar-17 | 28-Feb-17 | 3-Mar-17 | 6-Mar-17 | 20-Apr-17 | All | 1 | 1 | 1 | 1-Jan-17 | 1-Mar-17 | 31-Mar-17 |
7 | 3-Mar-17 | 1-Mar-17 | 6-Mar-17 | 7-Mar-17 | 20-Apr-17 | All | 1 | 1 | 0 | 1-Jan-17 | 1-Mar-17 | 31-Mar-17 |
8 | 6-Mar-17 | 2-Mar-17 | 7-Mar-17 | 8-Mar-17 | 20-Apr-17 | All | 1 | 1 | 0 | 1-Jan-17 | 1-Mar-17 | 31-Mar-17 |
9 | 7-Mar-17 | 6-Mar-17 | 8-Mar-17 | 9-Mar-17 | 20-Apr-17 | All | 1 | 1 | 0 | 1-Jan-17 | 1-Mar-17 | 31-Mar-17 |
10 | 8-Mar-17 | 3-Mar-17 | 9-Mar-17 | 10-Mar-17 | 20-Apr-17 | All | 1 | 1 | 0 | 1-Jan-17 | 1-Mar-17 | 31-Mar-17 |
11 | 8-Mar-17 | 4-Mar-17 | 9-Mar-17 | 10-Mar-17 | 20-Apr-17 | All | 1 | 1 | 0 | 1-Jan-17 | 1-Mar-17 | 31-Mar-17 |
12 | 8-Mar-17 | 5-Mar-17 | 9-Mar-17 | 10-Mar-17 | 20-Apr-17 | All | 1 | 1 | 0 | 1-Jan-17 | 1-Mar-17 | 31-Mar-17 |
13 | 9-Mar-17 | 7-Mar-17 | 10-Mar-17 | 13-Mar-17 | 20-Apr-17 | All | 1 | 1 | 0 | 1-Jan-17 | 1-Mar-17 | 31-Mar-17 |
14 | 10-Mar-17 | 8-Mar-17 | 13-Mar-17 | 14-Mar-17 | 20-Apr-17 | All | 1 | 1 | 0 | 1-Jan-17 | 1-Mar-17 | 31-Mar-17 |
15 | 13-Mar-17 | 9-Mar-17 | 14-Mar-17 | 15-Mar-17 | 20-Apr-17 | All | 1 | 1 | 0 | 1-Jan-17 | 1-Mar-17 | 31-Mar-17 |
16 | 14-Mar-17 | 13-Mar-17 | 15-Mar-17 | 16-Mar-17 | 20-Apr-17 | All | 1 | 1 | 0 | 1-Jan-17 | 1-Mar-17 | 31-Mar-17 |
17 | 15-Mar-17 | 10-Mar-17 | 16-Mar-17 | 17-Mar-17 | 20-Apr-17 | All | 1 | 1 | 0 | 1-Jan-17 | 1-Mar-17 | 31-Mar-17 |
18 | 15-Mar-17 | 11-Mar-17 | 16-Mar-17 | 17-Mar-17 | 20-Apr-17 | All | 1 | 1 | 0 | 1-Jan-17 | 1-Mar-17 | 31-Mar-17 |
19 | 15-Mar-17 | 12-Mar-17 | 16-Mar-17 | 17-Mar-17 | 20-Apr-17 | All | 1 | 1 | 0 | 1-Jan-17 | 1-Mar-17 | 31-Mar-17 |
20 | 16-Mar-17 | 14-Mar-17 | 17-Mar-17 | 20-Mar-17 | 20-Apr-17 | All | 1 | 1 | 0 | 1-Jan-17 | 1-Mar-17 | 31-Mar-17 |
21 | 17-Mar-17 | 15-Mar-17 | 20-Mar-17 | 21-Mar-17 | 20-Apr-17 | All | 1 | 1 | 0 | 1-Jan-17 | 1-Mar-17 | 31-Mar-17 |
22 | 20-Mar-17 | 16-Mar-17 | 21-Mar-17 | 22-Mar-17 | 20-Apr-17 | All | 1 | 1 | 0 | 1-Jan-17 | 1-Mar-17 | 31-Mar-17 |
23 | 21-Mar-17 | 20-Mar-17 | 22-Mar-17 | 23-Mar-17 | 20-Apr-17 | All | 1 | 1 | 0 | 1-Jan-17 | 1-Mar-17 | 31-Mar-17 |
24 | 22-Mar-17 | 17-Mar-17 | 23-Mar-17 | 24-Mar-17 | 20-Apr-17 | All | 1 | 1 | 0 | 1-Jan-17 | 1-Mar-17 | 31-Mar-17 |
25 | 22-Mar-17 | 18-Mar-17 | 23-Mar-17 | 24-Mar-17 | 20-Apr-17 | All | 1 | 1 | 0 | 1-Jan-17 | 1-Mar-17 | 31-Mar-17 |
26 | 22-Mar-17 | 19-Mar-17 | 23-Mar-17 | 24-Mar-17 | 20-Apr-17 | All | 1 | 1 | 0 | 1-Jan-17 | 1-Mar-17 | 31-Mar-17 |
27 | 23-Mar-17 | 21-Mar-17 | 24-Mar-17 | 27-Mar-17 | 20-Apr-17 | All | 1 | 1 | 0 | 1-Jan-17 | 1-Mar-17 | 31-Mar-17 |
28 | 24-Mar-17 | 22-Mar-17 | 27-Mar-17 | 28-Mar-17 | 20-Apr-17 | All | 1 | 1 | 0 | 1-Jan-17 | 1-Mar-17 | 31-Mar-17 |
29 | 27-Mar-17 | 23-Mar-17 | 28-Mar-17 | 29-Mar-17 | 20-Apr-17 | All | 1 | 1 | 0 | 1-Jan-17 | 1-Mar-17 | 31-Mar-17 |
30 | 28-Mar-17 | 27-Mar-17 | 29-Mar-17 | 30-Mar-17 | 20-Apr-17 | All | 1 | 1 | 0 | 1-Jan-17 | 1-Mar-17 | 31-Mar-17 |
31 | 29-Mar-17 | 24-Mar-17 | 30-Mar-17 | 31-Mar-17 | 20-Apr-17 | All | 1 | 0.33333333 | 0 | 1-Jan-17 | 1-Mar-17 | 31-Mar-17 |
32 | 29-Mar-17 | 25-Mar-17 | 30-Mar-17 | 31-Mar-17 | 20-Apr-17 | All | 1 | 0.33333333 | 0 | 1-Jan-17 | 1-Mar-17 | 31-Mar-17 |
33 | 29-Mar-17 | 26-Mar-17 | 30-Mar-17 | 31-Mar-17 | 20-Apr-17 | All | 1 | 0.33333333 | 0 | 1-Jan-17 | 1-Mar-17 | 31-Mar-17 |
34 | 29-Mar-17 | 24-Mar-17 | 30-Mar-17 | 31-Mar-17 | 19-May-17 | All | 1 | 0.66666667 | 0 | 1-Jan-17 | 1-Apr-17 | 30-Apr-17 |
35 | 29-Mar-17 | 25-Mar-17 | 30-Mar-17 | 31-Mar-17 | 19-May-17 | All | 1 | 0.66666667 | 0 | 1-Jan-17 | 1-Apr-17 | 30-Apr-17 |
36 | 29-Mar-17 | 26-Mar-17 | 30-Mar-17 | 31-Mar-17 | 19-May-17 | All | 1 | 0.66666667 | 0 | 1-Jan-17 | 1-Apr-17 | 30-Apr-17 |
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
37 | 30-Mar-17 | 28-Mar-17 | 31-Mar-17 | 3-Apr-17 | 19-May-17 | All | 1 | 1 | 1 | 1-Feb-17 | 1-Apr-17 | 30-Apr-17 |
38 | 31-Mar-17 | 29-Mar-17 | 3-Apr-17 | 4-Apr-17 | 19-May-17 | All | 1 | 1 | 1 | 1-Feb-17 | 1-Apr-17 | 30-Apr-17 |
39 | 3-Apr-17 | 30-Mar-17 | 4-Apr-17 | 5-Apr-17 | 19-May-17 | All | 1 | 1 | 1 | 1-Feb-17 | 1-Apr-17 | 30-Apr-17 |
40 | 4-Apr-17 | 3-Apr-17 | 5-Apr-17 | 6-Apr-17 | 19-May-17 | All | 1 | 1 | 0 | 1-Feb-17 | 1-Apr-17 | 30-Apr-17 |
41 | 5-Apr-17 | 31-Mar-17 | 6-Apr-17 | 7-Apr-17 | 19-May-17 | All | 1 | 1 | 1 | 1-Feb-17 | 1-Apr-17 | 30-Apr-17 |
42 | 5-Apr-17 | 1-Apr-17 | 6-Apr-17 | 7-Apr-17 | 19-May-17 | All | 1 | 1 | 0 | 1-Feb-17 | 1-Apr-17 | 30-Apr-17 |
43 | 5-Apr-17 | 2-Apr-17 | 6-Apr-17 | 7-Apr-17 | 19-May-17 | All | 1 | 1 | 0 | 1-Feb-17 | 1-Apr-17 | 30-Apr-17 |
44 | 6-Apr-17 | 4-Apr-17 | 7-Apr-17 | 10-Apr-17 | 19-May-17 | All | 1 | 1 | 0 | 1-Feb-17 | 1-Apr-17 | 30-Apr-17 |
45 | 7-Apr-17 | 5-Apr-17 | 10-Apr-17 | 11-Apr-17 | 19-May-17 | All | 1 | 1 | 0 | 1-Feb-17 | 1-Apr-17 | 30-Apr-17 |
46 | 10-Apr-17 | 6-Apr-17 | 11-Apr-17 | 12-Apr-17 | 19-May-17 | All | 1 | 1 | 0 | 1-Feb-17 | 1-Apr-17 | 30-Apr-17 |
47 | 11-Apr-17 | 7-Apr-17 | 12-Apr-17 | 13-Apr-17 | 19-May-17 | All | 1.33333333 | 1 | 0 | 1-Feb-17 | 1-Apr-17 | 30-Apr-17 |
48 | 11-Apr-17 | 8-Apr-17 | 12-Apr-17 | 13-Apr-17 | 19-May-17 | All | 1.33333333 | 1 | 0 | 1-Feb-17 | 1-Apr-17 | 30-Apr-17 |
49 | 11-Apr-17 | 9-Apr-17 | 12-Apr-17 | 13-Apr-17 | 19-May-17 | All | 1.33333333 | 1 | 0 | 1-Feb-17 | 1-Apr-17 | 30-Apr-17 |
50 | 12-Apr-17 | 10-Apr-17 | 13-Apr-17 | 17-Apr-17 | 19-May-17 | All | 1 | 1 | 0 | 1-Feb-17 | 1-Apr-17 | 30-Apr-17 |
51 | 13-Apr-17 | 11-Apr-17 | 17-Apr-17 | 18-Apr-17 | 19-May-17 | All | 1 | 1 | 0 | 1-Feb-17 | 1-Apr-17 | 30-Apr-17 |
52 | 17-Apr-17 | 12-Apr-17 | 18-Apr-17 | 19-Apr-17 | 19-May-17 | All | 1 | 1 | 0 | 1-Feb-17 | 1-Apr-17 | 30-Apr-17 |
53 | 18-Apr-17 | 13-Apr-17 | 19-Apr-17 | 20-Apr-17 | 19-May-17 | All | 1 | 1 | 0 | 1-Feb-17 | 1-Apr-17 | 30-Apr-17 |
54 | 19-Apr-17 | 14-Apr-17 | 20-Apr-17 | 21-Apr-17 | 19-May-17 | All | 0.75 | 1 | 0 | 1-Feb-17 | 1-Apr-17 | 30-Apr-17 |
55 | 19-Apr-17 | 15-Apr-17 | 20-Apr-17 | 21-Apr-17 | 19-May-17 | All | 0.75 | 1 | 0 | 1-Feb-17 | 1-Apr-17 | 30-Apr-17 |
56 | 19-Apr-17 | 16-Apr-17 | 20-Apr-17 | 21-Apr-17 | 19-May-17 | All | 0.75 | 1 | 0 | 1-Feb-17 | 1-Apr-17 | 30-Apr-17 |
57 | 19-Apr-17 | 17-Apr-17 | 20-Apr-17 | 21-Apr-17 | 19-May-17 | All | 0.75 | 1 | 0 | 1-Feb-17 | 1-Apr-17 | 30-Apr-17 |
58 | 20-Apr-17 | 18-Apr-17 | 21-Apr-17 | 24-Apr-17 | 19-May-17 | All | 1 | 1 | 0 | 1-Feb-17 | 1-Apr-17 | 30-Apr-17 |
59 | 21-Apr-17 | 19-Apr-17 | 24-Apr-17 | 25-Apr-17 | 19-May-17 | All | 1 | 1 | 0 | 1-Feb-17 | 1-Apr-17 | 30-Apr-17 |
60 | 24-Apr-17 | 20-Apr-17 | 25-Apr-17 | 26-Apr-17 | 19-May-17 | All | 1 | 1 | 0 | 1-Feb-17 | 1-Apr-17 | 30-Apr-17 |
61 | 25-Apr-17 | 24-Apr-17 | 26-Apr-17 | 27-Apr-17 | 19-May-17 | All | 1 | 1 | 0 | 1-Feb-17 | 1-Apr-17 | 30-Apr-17 |
62 | 26-Apr-17 | 21-Apr-17 | 27-Apr-17 | 28-Apr-17 | 19-May-17 | All | 1 | 1 | 0 | 1-Feb-17 | 1-Apr-17 | 30-Apr-17 |
63 | 26-Apr-17 | 22-Apr-17 | 27-Apr-17 | 28-Apr-17 | 19-May-17 | All | 1 | 1 | 0 | 1-Feb-17 | 1-Apr-17 | 30-Apr-17 |
64 | 26-Apr-17 | 23-Apr-17 | 27-Apr-17 | 28-Apr-17 | 19-May-17 | All | 1 | 1 | 0 | 1-Feb-17 | 1-Apr-17 | 30-Apr-17 |
65 | 27-Apr-17 | 25-Apr-17 | 28-Apr-17 | 1-May-17 | 21-Jun-17 | All | 1 | 1 | 1 | 1-Mar-17 | 1-May-17 | 31-May-17 |
66 | 28-Apr-17 | 26-Apr-17 | 1-May-17 | 2-May-17 | 21-Jun-17 | All | 1 | 1 | 1 | 1-Mar-17 | 1-May-17 | 31-May-17 |
67 | 1-May-17 | 27-Apr-17 | 2-May-17 | 3-May-17 | 21-Jun-17 | All | 1 | 1 | 1 | 1-Mar-17 | 1-May-17 | 31-May-17 |
68 | 2-May-17 | 28-Apr-17 | 3-May-17 | 4-May-17 | 21-Jun-17 | All | 1 | 1 | 1 | 1-Mar-17 | 1-May-17 | 31-May-17 |
69 | 2-May-17 | 29-Apr-17 | 3-May-17 | 4-May-17 | 21-Jun-17 | All | 1 | 1 | 1 | 1-Mar-17 | 1-May-17 | 31-May-17 |
70 | 2-May-17 | 30-Apr-17 | 3-May-17 | 4-May-17 | 21-Jun-17 | All | 1 | 1 | 1 | 1-Mar-17 | 1-May-17 | 31-May-17 |
71 | 3-May-17 | 1-May-17 | 4-May-17 | 5-May-17 | 21-Jun-17 | All | 1 | 1 | 0 | 1-Mar-17 | 1-May-17 | 31-May-17 |
72 | 4-May-17 | 2-May-17 | 5-May-17 | 8-May-17 | 21-Jun-17 | All | 1 | 1 | 0 | 1-Mar-17 | 1-May-17 | 31-May-17 |
73 | 5-May-17 | 3-May-17 | 8-May-17 | 9-May-17 | 21-Jun-17 | All | 1 | 1 | 0 | 1-Mar-17 | 1-May-17 | 31-May-17 |
74 | 8-May-17 | 4-May-17 | 9-May-17 | 10-May-17 | 21-Jun-17 | All | 1 | 1 | 0 | 1-Mar-17 | 1-May-17 | 31-May-17 |
75 | 9-May-17 | 5-May-17 | 10-May-17 | 11-May-17 | 21-Jun-17 | All | 1 | 1 | 0 | 1-Mar-17 | 1-May-17 | 31-May-17 |
76 | 9-May-17 | 6-May-17 | 10-May-17 | 11-May-17 | 21-Jun-17 | All | 1 | 1 | 0 | 1-Mar-17 | 1-May-17 | 31-May-17 |
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
77 | 9-May-17 | 7-May-17 | 10-May-17 | 11-May-17 | 21-Jun-17 | All | 1 | 1 | 0 | 1-Mar-17 | 1-May-17 | 31-May-17 |
78 | 10-May-17 | 8-May-17 | 11-May-17 | 12-May-17 | 21-Jun-17 | All | 1 | 1 | 0 | 1-Mar-17 | 1-May-17 | 31-May-17 |
79 | 11-May-17 | 9-May-17 | 12-May-17 | 15-May-17 | 21-Jun-17 | All | 1 | 1 | 0 | 1-Mar-17 | 1-May-17 | 31-May-17 |
80 | 12-May-17 | 10-May-17 | 15-May-17 | 16-May-17 | 21-Jun-17 | All | 1 | 1 | 0 | 1-Mar-17 | 1-May-17 | 31-May-17 |
81 | 15-May-17 | 11-May-17 | 16-May-17 | 17-May-17 | 21-Jun-17 | All | 1 | 1 | 0 | 1-Mar-17 | 1-May-17 | 31-May-17 |
82 | 16-May-17 | 12-May-17 | 17-May-17 | 18-May-17 | 21-Jun-17 | All | 1 | 1 | 0 | 1-Mar-17 | 1-May-17 | 31-May-17 |
83 | 16-May-17 | 13-May-17 | 17-May-17 | 18-May-17 | 21-Jun-17 | All | 1 | 1 | 0 | 1-Mar-17 | 1-May-17 | 31-May-17 |
84 | 16-May-17 | 14-May-17 | 17-May-17 | 18-May-17 | 21-Jun-17 | All | 1 | 1 | 0 | 1-Mar-17 | 1-May-17 | 31-May-17 |
85 | 17-May-17 | 15-May-17 | 18-May-17 | 19-May-17 | 21-Jun-17 | All | 1 | 1 | 0 | 1-Mar-17 | 1-May-17 | 31-May-17 |
86 | 18-May-17 | 16-May-17 | 19-May-17 | 22-May-17 | 21-Jun-17 | All | 1 | 1 | 0 | 1-Mar-17 | 1-May-17 | 31-May-17 |
87 | 19-May-17 | 17-May-17 | 22-May-17 | 23-May-17 | 21-Jun-17 | All | 1 | 1 | 0 | 1-Mar-17 | 1-May-17 | 31-May-17 |
88 | 22-May-17 | 18-May-17 | 23-May-17 | 24-May-17 | 21-Jun-17 | All | 1 | 1 | 0 | 1-Mar-17 | 1-May-17 | 31-May-17 |
89 | 23-May-17 | 19-May-17 | 24-May-17 | 25-May-17 | 21-Jun-17 | All | 1.33333333 | 1 | 0 | 1-Mar-17 | 1-May-17 | 31-May-17 |
90 | 23-May-17 | 20-May-17 | 24-May-17 | 25-May-17 | 21-Jun-17 | All | 1.33333333 | 1 | 0 | 1-Mar-17 | 1-May-17 | 31-May-17 |
91 | 23-May-17 | 21-May-17 | 24-May-17 | 25-May-17 | 21-Jun-17 | All | 1.33333333 | 1 | 0 | 1-Mar-17 | 1-May-17 | 31-May-17 |
92 | 24-May-17 | 22-May-17 | 25-May-17 | 26-May-17 | 21-Jun-17 | All | 1 | 1 | 0 | 1-Mar-17 | 1-May-17 | 31-May-17 |
93 | 25-May-17 | 23-May-17 | 26-May-17 | 30-May-17 | 21-Jun-17 | All | 1 | 1 | 0 | 1-Mar-17 | 1-May-17 | 31-May-17 |
94 | 26-May-17 | 24-May-17 | 30-May-17 | 31-May-17 | 21-Jun-17 | All | 1 | 1 | 0 | 1-Mar-17 | 1-May-17 | 31-May-17 |
95 | 30-May-17 | 25-May-17 | 31-May-17 | 1-Jun-17 | 24-Jul-17 | All | 1 | 1 | 1 | 1-Apr-17 | 1-Jun-17 | 30-Jun-17 |
96 | 31-May-17 | 26-May-17 | 1-Jun-17 | 2-Jun-17 | 24-Jul-17 | All | 0.75 | 1 | 1 | 1-Apr-17 | 1-Jun-17 | 30-Jun-17 |
97 | 31-May-17 | 27-May-17 | 1-Jun-17 | 2-Jun-17 | 24-Jul-17 | All | 0.75 | 1 | 1 | 1-Apr-17 | 1-Jun-17 | 30-Jun-17 |
98 | 31-May-17 | 28-May-17 | 1-Jun-17 | 2-Jun-17 | 24-Jul-17 | All | 0.75 | 1 | 1 | 1-Apr-17 | 1-Jun-17 | 30-Jun-17 |
99 | 31-May-17 | 29-May-17 | 1-Jun-17 | 2-Jun-17 | 24-Jul-17 | All | 0.75 | 1 | 1 | 1-Apr-17 | 1-Jun-17 | 30-Jun-17 |
100 | 1-Jun-17 | 30-May-17 | 2-Jun-17 | 5-Jun-17 | 24-Jul-17 | All | 1 | 1 | 1 | 1-Apr-17 | 1-Jun-17 | 30-Jun-17 |
101 | 2-Jun-17 | 31-May-17 | 5-Jun-17 | 6-Jun-17 | 24-Jul-17 | All | 1 | 1 | 1 | 1-Apr-17 | 1-Jun-17 | 30-Jun-17 |
102 | 5-Jun-17 | 1-Jun-17 | 6-Jun-17 | 7-Jun-17 | 24-Jul-17 | All | 1 | 1 | 0 | 1-Apr-17 | 1-Jun-17 | 30-Jun-17 |
103 | 6-Jun-17 | 2-Jun-17 | 7-Jun-17 | 8-Jun-17 | 24-Jul-17 | All | 1 | 1 | 0 | 1-Apr-17 | 1-Jun-17 | 30-Jun-17 |
104 | 6-Jun-17 | 3-Jun-17 | 7-Jun-17 | 8-Jun-17 | 24-Jul-17 | All | 1 | 1 | 0 | 1-Apr-17 | 1-Jun-17 | 30-Jun-17 |
105 | 6-Jun-17 | 4-Jun-17 | 7-Jun-17 | 8-Jun-17 | 24-Jul-17 | All | 1 | 1 | 0 | 1-Apr-17 | 1-Jun-17 | 30-Jun-17 |
106 | 7-Jun-17 | 5-Jun-17 | 8-Jun-17 | 9-Jun-17 | 24-Jul-17 | All | 1 | 1 | 0 | 1-Apr-17 | 1-Jun-17 | 30-Jun-17 |
107 | 8-Jun-17 | 6-Jun-17 | 9-Jun-17 | 12-Jun-17 | 24-Jul-17 | All | 1 | 1 | 0 | 1-Apr-17 | 1-Jun-17 | 30-Jun-17 |
108 | 9-Jun-17 | 7-Jun-17 | 12-Jun-17 | 13-Jun-17 | 24-Jul-17 | All | 1 | 1 | 0 | 1-Apr-17 | 1-Jun-17 | 30-Jun-17 |
109 | 12-Jun-17 | 8-Jun-17 | 13-Jun-17 | 14-Jun-17 | 24-Jul-17 | All | 1 | 1 | 0 | 1-Apr-17 | 1-Jun-17 | 30-Jun-17 |
110 | 13-Jun-17 | 9-Jun-17 | 14-Jun-17 | 15-Jun-17 | 24-Jul-17 | All | 1 | 1 | 0 | 1-Apr-17 | 1-Jun-17 | 30-Jun-17 |
111 | 13-Jun-17 | 10-Jun-17 | 14-Jun-17 | 15-Jun-17 | 24-Jul-17 | All | 1 | 1 | 0 | 1-Apr-17 | 1-Jun-17 | 30-Jun-17 |
112 | 13-Jun-17 | 11-Jun-17 | 14-Jun-17 | 15-Jun-17 | 24-Jul-17 | All | 1 | 1 | 0 | 1-Apr-17 | 1-Jun-17 | 30-Jun-17 |
113 | 14-Jun-17 | 12-Jun-17 | 15-Jun-17 | 16-Jun-17 | 24-Jul-17 | All | 1 | 1 | 0 | 1-Apr-17 | 1-Jun-17 | 30-Jun-17 |
114 | 15-Jun-17 | 13-Jun-17 | 16-Jun-17 | 19-Jun-17 | 24-Jul-17 | All | 1 | 1 | 0 | 1-Apr-17 | 1-Jun-17 | 30-Jun-17 |
115 | 16-Jun-17 | 14-Jun-17 | 19-Jun-17 | 20-Jun-17 | 24-Jul-17 | All | 1 | 1 | 0 | 1-Apr-17 | 1-Jun-17 | 30-Jun-17 |
116 | 19-Jun-17 | 15-Jun-17 | 20-Jun-17 | 21-Jun-17 | 24-Jul-17 | All | 1 | 1 | 0 | 1-Apr-17 | 1-Jun-17 | 30-Jun-17 |
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
117 | 20-Jun-17 | 16-Jun-17 | 21-Jun-17 | 22-Jun-17 | 24-Jul-17 | All | 1 | 1 | 0 | 1-Apr-17 | 1-Jun-17 | 30-Jun-17 |
118 | 20-Jun-17 | 17-Jun-17 | 21-Jun-17 | 22-Jun-17 | 24-Jul-17 | All | 1 | 1 | 0 | 1-Apr-17 | 1-Jun-17 | 30-Jun-17 |
119 | 20-Jun-17 | 18-Jun-17 | 21-Jun-17 | 22-Jun-17 | 24-Jul-17 | All | 1 | 1 | 0 | 1-Apr-17 | 1-Jun-17 | 30-Jun-17 |
120 | 21-Jun-17 | 19-Jun-17 | 22-Jun-17 | 23-Jun-17 | 24-Jul-17 | All | 1 | 1 | 0 | 1-Apr-17 | 1-Jun-17 | 30-Jun-17 |
121 | 22-Jun-17 | 20-Jun-17 | 23-Jun-17 | 26-Jun-17 | 24-Jul-17 | All | 1 | 1 | 0 | 1-Apr-17 | 1-Jun-17 | 30-Jun-17 |
122 | 23-Jun-17 | 21-Jun-17 | 26-Jun-17 | 27-Jun-17 | 24-Jul-17 | All | 1 | 1 | 0 | 1-Apr-17 | 1-Jun-17 | 30-Jun-17 |
123 | 26-Jun-17 | 22-Jun-17 | 27-Jun-17 | 28-Jun-17 | 24-Jul-17 | All | 1 | 1 | 0 | 1-Apr-17 | 1-Jun-17 | 30-Jun-17 |
124 | 27-Jun-17 | 23-Jun-17 | 28-Jun-17 | 29-Jun-17 | 24-Jul-17 | All | 1 | 0.33333333 | 0 | 1-Apr-17 | 1-Jun-17 | 30-Jun-17 |
125 | 27-Jun-17 | 24-Jun-17 | 28-Jun-17 | 29-Jun-17 | 24-Jul-17 | All | 1 | 0.33333333 | 0 | 1-Apr-17 | 1-Jun-17 | 30-Jun-17 |
126 | 27-Jun-17 | 25-Jun-17 | 28-Jun-17 | 29-Jun-17 | 24-Jul-17 | All | 1 | 0.33333333 | 0 | 1-Apr-17 | 1-Jun-17 | 30-Jun-17 |
127 | 27-Jun-17 | 23-Jun-17 | 28-Jun-17 | 29-Jun-17 | 21-Aug-17 | All | 1 | 0.66666667 | 0 | 1-Apr-17 | 1-Jul-17 | 31-Jul-17 |
128 | 27-Jun-17 | 24-Jun-17 | 28-Jun-17 | 29-Jun-17 | 21-Aug-17 | All | 1 | 0.66666667 | 0 | 1-Apr-17 | 1-Jul-17 | 31-Jul-17 |
129 | 27-Jun-17 | 25-Jun-17 | 28-Jun-17 | 29-Jun-17 | 21-Aug-17 | All | 1 | 0.66666667 | 0 | 1-Apr-17 | 1-Jul-17 | 31-Jul-17 |
130 | 28-Jun-17 | 26-Jun-17 | 29-Jun-17 | 30-Jun-17 | 24-Jul-17 | All | 1 | 1 | 0 | 1-Apr-17 | 1-Jun-17 | 30-Jun-17 |
131 | 29-Jun-17 | 27-Jun-17 | 30-Jun-17 | 3-Jul-17 | 21-Aug-17 | All | 2 | 1 | 1 | 1-May-17 | 1-Jul-17 | 31-Jul-17 |
132 | 30-Jun-17 | 28-Jun-17 | 3-Jul-17 | 5-Jul-17 | 21-Aug-17 | All | 1 | 1 | 1 | 1-May-17 | 1-Jul-17 | 31-Jul-17 |
133 | 3-Jul-17 | 29-Jun-17 | 5-Jul-17 | 6-Jul-17 | 21-Aug-17 | All | 1 | 1 | 1 | 1-May-17 | 1-Jul-17 | 31-Jul-17 |
134 | 5-Jul-17 | 30-Jun-17 | 6-Jul-17 | 7-Jul-17 | 21-Aug-17 | All | 1 | 1 | 1 | 1-May-17 | 1-Jul-17 | 31-Jul-17 |
135 | 5-Jul-17 | 1-Jul-17 | 6-Jul-17 | 7-Jul-17 | 21-Aug-17 | All | 1 | 1 | 0 | 1-May-17 | 1-Jul-17 | 31-Jul-17 |
136 | 5-Jul-17 | 2-Jul-17 | 6-Jul-17 | 7-Jul-17 | 21-Aug-17 | All | 1 | 1 | 0 | 1-May-17 | 1-Jul-17 | 31-Jul-17 |
137 | 6-Jul-17 | 3-Jul-17 | 7-Jul-17 | 10-Jul-17 | 21-Aug-17 | All | 0.5 | 1 | 0 | 1-May-17 | 1-Jul-17 | 31-Jul-17 |
138 | 6-Jul-17 | 4-Jul-17 | 7-Jul-17 | 10-Jul-17 | 21-Aug-17 | All | 0.5 | 1 | 0 | 1-May-17 | 1-Jul-17 | 31-Jul-17 |
139 | 7-Jul-17 | 5-Jul-17 | 10-Jul-17 | 11-Jul-17 | 21-Aug-17 | All | 1 | 1 | 0 | 1-May-17 | 1-Jul-17 | 31-Jul-17 |
140 | 10-Jul-17 | 6-Jul-17 | 11-Jul-17 | 12-Jul-17 | 21-Aug-17 | All | 1 | 1 | 0 | 1-May-17 | 1-Jul-17 | 31-Jul-17 |
141 | 11-Jul-17 | 7-Jul-17 | 12-Jul-17 | 13-Jul-17 | 21-Aug-17 | All | 1 | 1 | 0 | 1-May-17 | 1-Jul-17 | 31-Jul-17 |
142 | 11-Jul-17 | 8-Jul-17 | 12-Jul-17 | 13-Jul-17 | 21-Aug-17 | All | 1 | 1 | 0 | 1-May-17 | 1-Jul-17 | 31-Jul-17 |
143 | 11-Jul-17 | 9-Jul-17 | 12-Jul-17 | 13-Jul-17 | 21-Aug-17 | All | 1 | 1 | 0 | 1-May-17 | 1-Jul-17 | 31-Jul-17 |
144 | 12-Jul-17 | 10-Jul-17 | 13-Jul-17 | 14-Jul-17 | 21-Aug-17 | All | 1 | 1 | 0 | 1-May-17 | 1-Jul-17 | 31-Jul-17 |
145 | 13-Jul-17 | 11-Jul-17 | 14-Jul-17 | 17-Jul-17 | 21-Aug-17 | All | 1 | 1 | 0 | 1-May-17 | 1-Jul-17 | 31-Jul-17 |
146 | 14-Jul-17 | 12-Jul-17 | 17-Jul-17 | 18-Jul-17 | 21-Aug-17 | All | 1 | 1 | 0 | 1-May-17 | 1-Jul-17 | 31-Jul-17 |
147 | 17-Jul-17 | 13-Jul-17 | 18-Jul-17 | 19-Jul-17 | 21-Aug-17 | All | 1 | 1 | 0 | 1-May-17 | 1-Jul-17 | 31-Jul-17 |
148 | 18-Jul-17 | 14-Jul-17 | 19-Jul-17 | 20-Jul-17 | 21-Aug-17 | All | 1 | 1 | 0 | 1-May-17 | 1-Jul-17 | 31-Jul-17 |
149 | 18-Jul-17 | 15-Jul-17 | 19-Jul-17 | 20-Jul-17 | 21-Aug-17 | All | 1 | 1 | 0 | 1-May-17 | 1-Jul-17 | 31-Jul-17 |
150 | 18-Jul-17 | 16-Jul-17 | 19-Jul-17 | 20-Jul-17 | 21-Aug-17 | All | 1 | 1 | 0 | 1-May-17 | 1-Jul-17 | 31-Jul-17 |
151 | 19-Jul-17 | 17-Jul-17 | 20-Jul-17 | 21-Jul-17 | 21-Aug-17 | All | 1 | 1 | 0 | 1-May-17 | 1-Jul-17 | 31-Jul-17 |
152 | 20-Jul-17 | 18-Jul-17 | 21-Jul-17 | 24-Jul-17 | 21-Aug-17 | All | 1 | 1 | 0 | 1-May-17 | 1-Jul-17 | 31-Jul-17 |
153 | 21-Jul-17 | 19-Jul-17 | 24-Jul-17 | 25-Jul-17 | 21-Aug-17 | All | 1 | 1 | 0 | 1-May-17 | 1-Jul-17 | 31-Jul-17 |
154 | 24-Jul-17 | 20-Jul-17 | 25-Jul-17 | 26-Jul-17 | 21-Aug-17 | All | 1 | 1 | 0 | 1-May-17 | 1-Jul-17 | 31-Jul-17 |
155 | 25-Jul-17 | 21-Jul-17 | 26-Jul-17 | 27-Jul-17 | 21-Aug-17 | All | 1 | 1 | 0 | 1-May-17 | 1-Jul-17 | 31-Jul-17 |
156 | 25-Jul-17 | 22-Jul-17 | 26-Jul-17 | 27-Jul-17 | 21-Aug-17 | All | 1 | 1 | 0 | 1-May-17 | 1-Jul-17 | 31-Jul-17 |
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
157 | 25-Jul-17 | 23-Jul-17 | 26-Jul-17 | 27-Jul-17 | 21-Aug-17 | All | 1 | 1 | 0 | 1-May-17 | 1-Jul-17 | 31-Jul-17 |
158 | 26-Jul-17 | 24-Jul-17 | 27-Jul-17 | 28-Jul-17 | 21-Aug-17 | All | 1 | 1 | 0 | 1-May-17 | 1-Jul-17 | 31-Jul-17 |
159 | 27-Jul-17 | 25-Jul-17 | 28-Jul-17 | 31-Jul-17 | 21-Aug-17 | All | 1 | 1 | 0 | 1-May-17 | 1-Jul-17 | 31-Jul-17 |
160 | 28-Jul-17 | 26-Jul-17 | 31-Jul-17 | 1-Aug-17 | 22-Sep-17 | All | 1 | 1 | 1 | 1-Jun-17 | 1-Aug-17 | 31-Aug-17 |
161 | 31-Jul-17 | 27-Jul-17 | 1-Aug-17 | 2-Aug-17 | 22-Sep-17 | All | 1 | 1 | 1 | 1-Jun-17 | 1-Aug-17 | 31-Aug-17 |
162 | 1-Aug-17 | 28-Jul-17 | 2-Aug-17 | 3-Aug-17 | 22-Sep-17 | All | 1 | 1 | 1 | 1-Jun-17 | 1-Aug-17 | 31-Aug-17 |
163 | 1-Aug-17 | 29-Jul-17 | 2-Aug-17 | 3-Aug-17 | 22-Sep-17 | All | 1 | 1 | 1 | 1-Jun-17 | 1-Aug-17 | 31-Aug-17 |
164 | 1-Aug-17 | 30-Jul-17 | 2-Aug-17 | 3-Aug-17 | 22-Sep-17 | All | 1 | 1 | 1 | 1-Jun-17 | 1-Aug-17 | 31-Aug-17 |
165 | 2-Aug-17 | 31-Jul-17 | 3-Aug-17 | 4-Aug-17 | 22-Sep-17 | All | 1 | 1 | 1 | 1-Jun-17 | 1-Aug-17 | 31-Aug-17 |
166 | 3-Aug-17 | 1-Aug-17 | 4-Aug-17 | 7-Aug-17 | 22-Sep-17 | All | 1 | 1 | 0 | 1-Jun-17 | 1-Aug-17 | 31-Aug-17 |
167 | 4-Aug-17 | 2-Aug-17 | 7-Aug-17 | 8-Aug-17 | 22-Sep-17 | All | 1 | 1 | 0 | 1-Jun-17 | 1-Aug-17 | 31-Aug-17 |
168 | 7-Aug-17 | 3-Aug-17 | 8-Aug-17 | 9-Aug-17 | 22-Sep-17 | All | 1 | 1 | 0 | 1-Jun-17 | 1-Aug-17 | 31-Aug-17 |
169 | 8-Aug-17 | 4-Aug-17 | 9-Aug-17 | 10-Aug-17 | 22-Sep-17 | All | 1 | 1 | 0 | 1-Jun-17 | 1-Aug-17 | 31-Aug-17 |
170 | 8-Aug-17 | 5-Aug-17 | 9-Aug-17 | 10-Aug-17 | 22-Sep-17 | All | 1 | 1 | 0 | 1-Jun-17 | 1-Aug-17 | 31-Aug-17 |
171 | 8-Aug-17 | 6-Aug-17 | 9-Aug-17 | 10-Aug-17 | 22-Sep-17 | All | 1 | 1 | 0 | 1-Jun-17 | 1-Aug-17 | 31-Aug-17 |
172 | 9-Aug-17 | 7-Aug-17 | 10-Aug-17 | 11-Aug-17 | 22-Sep-17 | All | 1 | 1 | 0 | 1-Jun-17 | 1-Aug-17 | 31-Aug-17 |
173 | 10-Aug-17 | 8-Aug-17 | 11-Aug-17 | 14-Aug-17 | 22-Sep-17 | All | 1 | 1 | 0 | 1-Jun-17 | 1-Aug-17 | 31-Aug-17 |
174 | 11-Aug-17 | 9-Aug-17 | 14-Aug-17 | 15-Aug-17 | 22-Sep-17 | All | 1 | 1 | 0 | 1-Jun-17 | 1-Aug-17 | 31-Aug-17 |
175 | 14-Aug-17 | 10-Aug-17 | 15-Aug-17 | 16-Aug-17 | 22-Sep-17 | All | 1 | 1 | 0 | 1-Jun-17 | 1-Aug-17 | 31-Aug-17 |
176 | 15-Aug-17 | 11-Aug-17 | 16-Aug-17 | 17-Aug-17 | 22-Sep-17 | All | 1 | 1 | 0 | 1-Jun-17 | 1-Aug-17 | 31-Aug-17 |
177 | 15-Aug-17 | 12-Aug-17 | 16-Aug-17 | 17-Aug-17 | 22-Sep-17 | All | 1 | 1 | 0 | 1-Jun-17 | 1-Aug-17 | 31-Aug-17 |
178 | 15-Aug-17 | 13-Aug-17 | 16-Aug-17 | 17-Aug-17 | 22-Sep-17 | All | 1 | 1 | 0 | 1-Jun-17 | 1-Aug-17 | 31-Aug-17 |
179 | 16-Aug-17 | 14-Aug-17 | 17-Aug-17 | 18-Aug-17 | 22-Sep-17 | All | 1 | 1 | 0 | 1-Jun-17 | 1-Aug-17 | 31-Aug-17 |
180 | 17-Aug-17 | 15-Aug-17 | 18-Aug-17 | 21-Aug-17 | 22-Sep-17 | All | 1 | 1 | 0 | 1-Jun-17 | 1-Aug-17 | 31-Aug-17 |
181 | 18-Aug-17 | 16-Aug-17 | 21-Aug-17 | 22-Aug-17 | 22-Sep-17 | All | 1 | 1 | 0 | 1-Jun-17 | 1-Aug-17 | 31-Aug-17 |
182 | 21-Aug-17 | 17-Aug-17 | 22-Aug-17 | 23-Aug-17 | 22-Sep-17 | All | 1 | 1 | 0 | 1-Jun-17 | 1-Aug-17 | 31-Aug-17 |
183 | 22-Aug-17 | 18-Aug-17 | 23-Aug-17 | 24-Aug-17 | 22-Sep-17 | All | 1 | 1 | 0 | 1-Jun-17 | 1-Aug-17 | 31-Aug-17 |
184 | 22-Aug-17 | 19-Aug-17 | 23-Aug-17 | 24-Aug-17 | 22-Sep-17 | All | 1 | 1 | 0 | 1-Jun-17 | 1-Aug-17 | 31-Aug-17 |
185 | 22-Aug-17 | 20-Aug-17 | 23-Aug-17 | 24-Aug-17 | 22-Sep-17 | All | 1 | 1 | 0 | 1-Jun-17 | 1-Aug-17 | 31-Aug-17 |
186 | 23-Aug-17 | 21-Aug-17 | 24-Aug-17 | 25-Aug-17 | 22-Sep-17 | All | 1 | 1 | 0 | 1-Jun-17 | 1-Aug-17 | 31-Aug-17 |
187 | 24-Aug-17 | 22-Aug-17 | 25-Aug-17 | 28-Aug-17 | 22-Sep-17 | All | 1 | 1 | 0 | 1-Jun-17 | 1-Aug-17 | 31-Aug-17 |
188 | 25-Aug-17 | 23-Aug-17 | 28-Aug-17 | 29-Aug-17 | 22-Sep-17 | All | 1 | 1 | 0 | 1-Jun-17 | 1-Aug-17 | 31-Aug-17 |
189 | 28-Aug-17 | 24-Aug-17 | 29-Aug-17 | 30-Aug-17 | 22-Sep-17 | All | 1 | 1 | 0 | 1-Jun-17 | 1-Aug-17 | 31-Aug-17 |
190 | 29-Aug-17 | 25-Aug-17 | 30-Aug-17 | 31-Aug-17 | 22-Sep-17 | All | 1.33333333 | 0.25 | 0 | 1-Jun-17 | 1-Aug-17 | 31-Aug-17 |
191 | 29-Aug-17 | 26-Aug-17 | 30-Aug-17 | 31-Aug-17 | 22-Sep-17 | All | 1.33333333 | 0.25 | 0 | 1-Jun-17 | 1-Aug-17 | 31-Aug-17 |
192 | 29-Aug-17 | 27-Aug-17 | 30-Aug-17 | 31-Aug-17 | 22-Sep-17 | All | 1.33333333 | 0.25 | 0 | 1-Jun-17 | 1-Aug-17 | 31-Aug-17 |
193 | 29-Aug-17 | 25-Aug-17 | 30-Aug-17 | 31-Aug-17 | 23-Oct-17 | All | 1.33333333 | 0.75 | 0 | 1-Jun-17 | 1-Sep-17 | 30-Sep-17 |
194 | 29-Aug-17 | 26-Aug-17 | 30-Aug-17 | 31-Aug-17 | 23-Oct-17 | All | 1.33333333 | 0.75 | 0 | 1-Jun-17 | 1-Sep-17 | 30-Sep-17 |
195 | 29-Aug-17 | 27-Aug-17 | 30-Aug-17 | 31-Aug-17 | 23-Oct-17 | All | 1.33333333 | 0.75 | 0 | 1-Jun-17 | 1-Sep-17 | 30-Sep-17 |
196 | 30-Aug-17 | 28-Aug-17 | 31-Aug-17 | 1-Sep-17 | 23-Oct-17 | All | 1 | 1 | 1 | 1-Jul-17 | 1-Sep-17 | 30-Sep-17 |
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
197 | 31-Aug-17 | 29-Aug-17 | 1-Sep-17 | 5-Sep-17 | 23-Oct-17 | All | 1 | 1 | 1 | 1-Jul-17 | 1-Sep-17 | 30-Sep-17 |
198 | 1-Sep-17 | 30-Aug-17 | 5-Sep-17 | 6-Sep-17 | 23-Oct-17 | All | 1 | 1 | 1 | 1-Jul-17 | 1-Sep-17 | 30-Sep-17 |
199 | 5-Sep-17 | 31-Aug-17 | 6-Sep-17 | 7-Sep-17 | 23-Oct-17 | All | 1 | 1 | 1 | 1-Jul-17 | 1-Sep-17 | 30-Sep-17 |
200 | 6-Sep-17 | 1-Sep-17 | 7-Sep-17 | 8-Sep-17 | 23-Oct-17 | All | 0.75 | 1 | 0 | 1-Jul-17 | 1-Sep-17 | 30-Sep-17 |
201 | 6-Sep-17 | 2-Sep-17 | 7-Sep-17 | 8-Sep-17 | 23-Oct-17 | All | 0.75 | 1 | 0 | 1-Jul-17 | 1-Sep-17 | 30-Sep-17 |
202 | 6-Sep-17 | 3-Sep-17 | 7-Sep-17 | 8-Sep-17 | 23-Oct-17 | All | 0.75 | 1 | 0 | 1-Jul-17 | 1-Sep-17 | 30-Sep-17 |
203 | 6-Sep-17 | 4-Sep-17 | 7-Sep-17 | 8-Sep-17 | 23-Oct-17 | All | 0.75 | 1 | 0 | 1-Jul-17 | 1-Sep-17 | 30-Sep-17 |
204 | 7-Sep-17 | 5-Sep-17 | 8-Sep-17 | 11-Sep-17 | 23-Oct-17 | All | 1 | 1 | 0 | 1-Jul-17 | 1-Sep-17 | 30-Sep-17 |
205 | 8-Sep-17 | 6-Sep-17 | 11-Sep-17 | 12-Sep-17 | 23-Oct-17 | All | 1 | 1 | 0 | 1-Jul-17 | 1-Sep-17 | 30-Sep-17 |
206 | 11-Sep-17 | 7-Sep-17 | 12-Sep-17 | 13-Sep-17 | 23-Oct-17 | All | 1 | 1 | 0 | 1-Jul-17 | 1-Sep-17 | 30-Sep-17 |
207 | 12-Sep-17 | 8-Sep-17 | 13-Sep-17 | 14-Sep-17 | 23-Oct-17 | All | 1 | 1 | 0 | 1-Jul-17 | 1-Sep-17 | 30-Sep-17 |
208 | 12-Sep-17 | 9-Sep-17 | 13-Sep-17 | 14-Sep-17 | 23-Oct-17 | All | 1 | 1 | 0 | 1-Jul-17 | 1-Sep-17 | 30-Sep-17 |
209 | 12-Sep-17 | 10-Sep-17 | 13-Sep-17 | 14-Sep-17 | 23-Oct-17 | All | 1 | 1 | 0 | 1-Jul-17 | 1-Sep-17 | 30-Sep-17 |
210 | 13-Sep-17 | 11-Sep-17 | 14-Sep-17 | 15-Sep-17 | 23-Oct-17 | All | 1 | 1 | 0 | 1-Jul-17 | 1-Sep-17 | 30-Sep-17 |
211 | 14-Sep-17 | 12-Sep-17 | 15-Sep-17 | 18-Sep-17 | 23-Oct-17 | All | 1 | 1 | 0 | 1-Jul-17 | 1-Sep-17 | 30-Sep-17 |
212 | 15-Sep-17 | 13-Sep-17 | 18-Sep-17 | 19-Sep-17 | 23-Oct-17 | All | 1 | 1 | 0 | 1-Jul-17 | 1-Sep-17 | 30-Sep-17 |
213 | 18-Sep-17 | 14-Sep-17 | 19-Sep-17 | 20-Sep-17 | 23-Oct-17 | All | 1 | 1 | 0 | 1-Jul-17 | 1-Sep-17 | 30-Sep-17 |
214 | 19-Sep-17 | 15-Sep-17 | 20-Sep-17 | 21-Sep-17 | 23-Oct-17 | All | 1 | 1 | 0 | 1-Jul-17 | 1-Sep-17 | 30-Sep-17 |
215 | 19-Sep-17 | 16-Sep-17 | 20-Sep-17 | 21-Sep-17 | 23-Oct-17 | All | 1 | 1 | 0 | 1-Jul-17 | 1-Sep-17 | 30-Sep-17 |
216 | 19-Sep-17 | 17-Sep-17 | 20-Sep-17 | 21-Sep-17 | 23-Oct-17 | All | 1 | 1 | 0 | 1-Jul-17 | 1-Sep-17 | 30-Sep-17 |
217 | 20-Sep-17 | 18-Sep-17 | 21-Sep-17 | 22-Sep-17 | 23-Oct-17 | All | 1 | 1 | 0 | 1-Jul-17 | 1-Sep-17 | 30-Sep-17 |
218 | 21-Sep-17 | 19-Sep-17 | 22-Sep-17 | 25-Sep-17 | 23-Oct-17 | All | 1 | 1 | 0 | 1-Jul-17 | 1-Sep-17 | 30-Sep-17 |
219 | 22-Sep-17 | 20-Sep-17 | 25-Sep-17 | 26-Sep-17 | 23-Oct-17 | All | 1 | 1 | 0 | 1-Jul-17 | 1-Sep-17 | 30-Sep-17 |
220 | 25-Sep-17 | 21-Sep-17 | 26-Sep-17 | 27-Sep-17 | 23-Oct-17 | All | 1 | 1 | 0 | 1-Jul-17 | 1-Sep-17 | 30-Sep-17 |
221 | 26-Sep-17 | 22-Sep-17 | 27-Sep-17 | 28-Sep-17 | 23-Oct-17 | All | 1 | 0.66666667 | 0 | 1-Jul-17 | 1-Sep-17 | 30-Sep-17 |
222 | 26-Sep-17 | 23-Sep-17 | 27-Sep-17 | 28-Sep-17 | 23-Oct-17 | All | 1 | 0.66666667 | 0 | 1-Jul-17 | 1-Sep-17 | 30-Sep-17 |
223 | 26-Sep-17 | 24-Sep-17 | 27-Sep-17 | 28-Sep-17 | 23-Oct-17 | All | 1 | 0.66666667 | 0 | 1-Jul-17 | 1-Sep-17 | 30-Sep-17 |
224 | 26-Sep-17 | 22-Sep-17 | 27-Sep-17 | 28-Sep-17 | 21-Nov-17 | All | 1 | 0.33333333 | 0 | 1-Jul-17 | 1-Oct-17 | 31-Oct-17 |
225 | 26-Sep-17 | 23-Sep-17 | 27-Sep-17 | 28-Sep-17 | 21-Nov-17 | All | 1 | 0.33333333 | 0 | 1-Jul-17 | 1-Oct-17 | 31-Oct-17 |
226 | 26-Sep-17 | 24-Sep-17 | 27-Sep-17 | 28-Sep-17 | 21-Nov-17 | All | 1 | 0.33333333 | 0 | 1-Jul-17 | 1-Oct-17 | 31-Oct-17 |
227 | 27-Sep-17 | 25-Sep-17 | 28-Sep-17 | 29-Sep-17 | 23-Oct-17 | All | 1 | 1 | 0 | 1-Jul-17 | 1-Sep-17 | 30-Sep-17 |
228 | 28-Sep-17 | 26-Sep-17 | 29-Sep-17 | 2-Oct-17 | 21-Nov-17 | All | 1 | 1 | 1 | 1-Aug-17 | 1-Oct-17 | 31-Oct-17 |
229 | 29-Sep-17 | 27-Sep-17 | 2-Oct-17 | 3-Oct-17 | 21-Nov-17 | All | 1 | 1 | 1 | 1-Aug-17 | 1-Oct-17 | 31-Oct-17 |
230 | 2-Oct-17 | 28-Sep-17 | 3-Oct-17 | 4-Oct-17 | 21-Nov-17 | All | 1 | 1 | 1 | 1-Aug-17 | 1-Oct-17 | 31-Oct-17 |
231 | 3-Oct-17 | 29-Sep-17 | 4-Oct-17 | 5-Oct-17 | 21-Nov-17 | All | 1.33333333 | 1 | 1 | 1-Aug-17 | 1-Oct-17 | 31-Oct-17 |
232 | 3-Oct-17 | 30-Sep-17 | 4-Oct-17 | 5-Oct-17 | 21-Nov-17 | All | 1.33333333 | 1 | 1 | 1-Aug-17 | 1-Oct-17 | 31-Oct-17 |
233 | 3-Oct-17 | 1-Oct-17 | 4-Oct-17 | 5-Oct-17 | 21-Nov-17 | All | 1.33333333 | 1 | 0 | 1-Aug-17 | 1-Oct-17 | 31-Oct-17 |
234 | 4-Oct-17 | 2-Oct-17 | 5-Oct-17 | 6-Oct-17 | 21-Nov-17 | All | 1 | 1 | 0 | 1-Aug-17 | 1-Oct-17 | 31-Oct-17 |
235 | 5-Oct-17 | 3-Oct-17 | 6-Oct-17 | 10-Oct-17 | 21-Nov-17 | All | 1 | 1 | 0 | 1-Aug-17 | 1-Oct-17 | 31-Oct-17 |
236 | 9-Oct-17 | 4-Oct-17 | 10-Oct-17 | 11-Oct-17 | 21-Nov-17 | All | 1 | 1 | 0 | 1-Aug-17 | 1-Oct-17 | 31-Oct-17 |
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
237 | 10-Oct-17 | 5-Oct-17 | 11-Oct-17 | 12-Oct-17 | 21-Nov-17 | All | 1 | 1 | 0 | 1-Aug-17 | 1-Oct-17 | 31-Oct-17 |
238 | 11-Oct-17 | 6-Oct-17 | 12-Oct-17 | 13-Oct-17 | 21-Nov-17 | All | 0.75 | 1 | 0 | 1-Aug-17 | 1-Oct-17 | 31-Oct-17 |
239 | 11-Oct-17 | 7-Oct-17 | 12-Oct-17 | 13-Oct-17 | 21-Nov-17 | All | 0.75 | 1 | 0 | 1-Aug-17 | 1-Oct-17 | 31-Oct-17 |
240 | 11-Oct-17 | 8-Oct-17 | 12-Oct-17 | 13-Oct-17 | 21-Nov-17 | All | 0.75 | 1 | 0 | 1-Aug-17 | 1-Oct-17 | 31-Oct-17 |
241 | 11-Oct-17 | 9-Oct-17 | 12-Oct-17 | 13-Oct-17 | 21-Nov-17 | All | 0.75 | 1 | 0 | 1-Aug-17 | 1-Oct-17 | 31-Oct-17 |
242 | 12-Oct-17 | 10-Oct-17 | 13-Oct-17 | 16-Oct-17 | 21-Nov-17 | All | 1 | 1 | 0 | 1-Aug-17 | 1-Oct-17 | 31-Oct-17 |
243 | 13-Oct-17 | 11-Oct-17 | 16-Oct-17 | 17-Oct-17 | 21-Nov-17 | All | 1 | 1 | 0 | 1-Aug-17 | 1-Oct-17 | 31-Oct-17 |
244 | 16-Oct-17 | 12-Oct-17 | 17-Oct-17 | 18-Oct-17 | 21-Nov-17 | All | 1 | 1 | 0 | 1-Aug-17 | 1-Oct-17 | 31-Oct-17 |
245 | 17-Oct-17 | 13-Oct-17 | 18-Oct-17 | 19-Oct-17 | 21-Nov-17 | All | 1 | 1 | 0 | 1-Aug-17 | 1-Oct-17 | 31-Oct-17 |
246 | 17-Oct-17 | 14-Oct-17 | 18-Oct-17 | 19-Oct-17 | 21-Nov-17 | All | 1 | 1 | 0 | 1-Aug-17 | 1-Oct-17 | 31-Oct-17 |
247 | 17-Oct-17 | 15-Oct-17 | 18-Oct-17 | 19-Oct-17 | 21-Nov-17 | All | 1 | 1 | 0 | 1-Aug-17 | 1-Oct-17 | 31-Oct-17 |
248 | 18-Oct-17 | 16-Oct-17 | 19-Oct-17 | 20-Oct-17 | 21-Nov-17 | All | 1 | 1 | 0 | 1-Aug-17 | 1-Oct-17 | 31-Oct-17 |
249 | 19-Oct-17 | 17-Oct-17 | 20-Oct-17 | 23-Oct-17 | 21-Nov-17 | All | 1 | 1 | 0 | 1-Aug-17 | 1-Oct-17 | 31-Oct-17 |
250 | 20-Oct-17 | 18-Oct-17 | 23-Oct-17 | 24-Oct-17 | 21-Nov-17 | All | 1 | 1 | 0 | 1-Aug-17 | 1-Oct-17 | 31-Oct-17 |
251 | 23-Oct-17 | 19-Oct-17 | 24-Oct-17 | 25-Oct-17 | 21-Nov-17 | All | 1 | 1 | 0 | 1-Aug-17 | 1-Oct-17 | 31-Oct-17 |
252 | 24-Oct-17 | 20-Oct-17 | 25-Oct-17 | 26-Oct-17 | 21-Nov-17 | All | 1 | 1 | 0 | 1-Aug-17 | 1-Oct-17 | 31-Oct-17 |
253 | 24-Oct-17 | 21-Oct-17 | 25-Oct-17 | 26-Oct-17 | 21-Nov-17 | All | 1 | 1 | 0 | 1-Aug-17 | 1-Oct-17 | 31-Oct-17 |
254 | 24-Oct-17 | 22-Oct-17 | 25-Oct-17 | 26-Oct-17 | 21-Nov-17 | All | 1 | 1 | 0 | 1-Aug-17 | 1-Oct-17 | 31-Oct-17 |
255 | 25-Oct-17 | 23-Oct-17 | 26-Oct-17 | 27-Oct-17 | 21-Nov-17 | All | 1 | 1 | 0 | 1-Aug-17 | 1-Oct-17 | 31-Oct-17 |
256 | 26-Oct-17 | 24-Oct-17 | 27-Oct-17 | 30-Oct-17 | 21-Nov-17 | All | 1 | 1 | 0 | 1-Aug-17 | 1-Oct-17 | 31-Oct-17 |
257 | 27-Oct-17 | 25-Oct-17 | 30-Oct-17 | 31-Oct-17 | 21-Nov-17 | All | 1 | 1 | 0 | 1-Aug-17 | 1-Oct-17 | 31-Oct-17 |
258 | 30-Oct-17 | 26-Oct-17 | 31-Oct-17 | 1-Nov-17 | 21-Dec-17 | All | 1 | 1 | 1 | 1-Sep-17 | 1-Nov-17 | 30-Nov-17 |
259 | 31-Oct-17 | 27-Oct-17 | 1-Nov-17 | 2-Nov-17 | 21-Dec-17 | All | 1 | 1 | 1 | 1-Sep-17 | 1-Nov-17 | 30-Nov-17 |
260 | 31-Oct-17 | 28-Oct-17 | 1-Nov-17 | 2-Nov-17 | 21-Dec-17 | All | 1 | 1 | 1 | 1-Sep-17 | 1-Nov-17 | 30-Nov-17 |
261 | 31-Oct-17 | 29-Oct-17 | 1-Nov-17 | 2-Nov-17 | 21-Dec-17 | All | 1 | 1 | 1 | 1-Sep-17 | 1-Nov-17 | 30-Nov-17 |
262 | 1-Nov-17 | 30-Oct-17 | 2-Nov-17 | 3-Nov-17 | 21-Dec-17 | All | 1 | 1 | 1 | 1-Sep-17 | 1-Nov-17 | 30-Nov-17 |
263 | 2-Nov-17 | 31-Oct-17 | 3-Nov-17 | 6-Nov-17 | 21-Dec-17 | All | 1 | 1 | 1 | 1-Sep-17 | 1-Nov-17 | 30-Nov-17 |
264 | 3-Nov-17 | 1-Nov-17 | 6-Nov-17 | 7-Nov-17 | 21-Dec-17 | All | 1 | 1 | 0 | 1-Sep-17 | 1-Nov-17 | 30-Nov-17 |
265 | 6-Nov-17 | 2-Nov-17 | 7-Nov-17 | 8-Nov-17 | 21-Dec-17 | All | 1 | 1 | 0 | 1-Sep-17 | 1-Nov-17 | 30-Nov-17 |
266 | 7-Nov-17 | 3-Nov-17 | 8-Nov-17 | 9-Nov-17 | 21-Dec-17 | All | 1 | 1 | 0 | 1-Sep-17 | 1-Nov-17 | 30-Nov-17 |
267 | 7-Nov-17 | 4-Nov-17 | 8-Nov-17 | 9-Nov-17 | 21-Dec-17 | All | 1 | 1 | 0 | 1-Sep-17 | 1-Nov-17 | 30-Nov-17 |
268 | 7-Nov-17 | 5-Nov-17 | 8-Nov-17 | 9-Nov-17 | 21-Dec-17 | All | 1 | 1 | 0 | 1-Sep-17 | 1-Nov-17 | 30-Nov-17 |
269 | 8-Nov-17 | 6-Nov-17 | 9-Nov-17 | 10-Nov-17 | 21-Dec-17 | All | 1 | 1 | 0 | 1-Sep-17 | 1-Nov-17 | 30-Nov-17 |
270 | 9-Nov-17 | 7-Nov-17 | 10-Nov-17 | 13-Nov-17 | 21-Dec-17 | All | 1 | 1 | 0 | 1-Sep-17 | 1-Nov-17 | 30-Nov-17 |
271 | 10-Nov-17 | 8-Nov-17 | 13-Nov-17 | 14-Nov-17 | 21-Dec-17 | All | 1 | 1 | 0 | 1-Sep-17 | 1-Nov-17 | 30-Nov-17 |
272 | 13-Nov-17 | 9-Nov-17 | 14-Nov-17 | 15-Nov-17 | 21-Dec-17 | All | 1 | 1 | 0 | 1-Sep-17 | 1-Nov-17 | 30-Nov-17 |
273 | 14-Nov-17 | 10-Nov-17 | 15-Nov-17 | 16-Nov-17 | 21-Dec-17 | All | 1 | 1 | 0 | 1-Sep-17 | 1-Nov-17 | 30-Nov-17 |
274 | 14-Nov-17 | 11-Nov-17 | 15-Nov-17 | 16-Nov-17 | 21-Dec-17 | All | 1 | 1 | 0 | 1-Sep-17 | 1-Nov-17 | 30-Nov-17 |
275 | 14-Nov-17 | 12-Nov-17 | 15-Nov-17 | 16-Nov-17 | 21-Dec-17 | All | 1 | 1 | 0 | 1-Sep-17 | 1-Nov-17 | 30-Nov-17 |
276 | 15-Nov-17 | 13-Nov-17 | 16-Nov-17 | 17-Nov-17 | 21-Dec-17 | All | 1 | 1 | 0 | 1-Sep-17 | 1-Nov-17 | 30-Nov-17 |
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
277 | 16-Nov-17 | 14-Nov-17 | 17-Nov-17 | 20-Nov-17 | 21-Dec-17 | All | 1 | 1 | 0 | 1-Sep-17 | 1-Nov-17 | 30-Nov-17 |
278 | 17-Nov-17 | 15-Nov-17 | 20-Nov-17 | 21-Nov-17 | 21-Dec-17 | All | 1 | 1 | 0 | 1-Sep-17 | 1-Nov-17 | 30-Nov-17 |
279 | 20-Nov-17 | 16-Nov-17 | 21-Nov-17 | 22-Nov-17 | 21-Dec-17 | All | 2 | 1 | 0 | 1-Sep-17 | 1-Nov-17 | 30-Nov-17 |
280 | 21-Nov-17 | 17-Nov-17 | 22-Nov-17 | 24-Nov-17 | 21-Dec-17 | All | 1 | 1 | 0 | 1-Sep-17 | 1-Nov-17 | 30-Nov-17 |
281 | 21-Nov-17 | 18-Nov-17 | 22-Nov-17 | 24-Nov-17 | 21-Dec-17 | All | 1 | 1 | 0 | 1-Sep-17 | 1-Nov-17 | 30-Nov-17 |
282 | 21-Nov-17 | 19-Nov-17 | 22-Nov-17 | 24-Nov-17 | 21-Dec-17 | All | 1 | 1 | 0 | 1-Sep-17 | 1-Nov-17 | 30-Nov-17 |
283 | 22-Nov-17 | 20-Nov-17 | 24-Nov-17 | 27-Nov-17 | 21-Dec-17 | All | 1 | 1 | 0 | 1-Sep-17 | 1-Nov-17 | 30-Nov-17 |
284 | 24-Nov-17 | 21-Nov-17 | 27-Nov-17 | 28-Nov-17 | 21-Dec-17 | All | 1 | 1 | 0 | 1-Sep-17 | 1-Nov-17 | 30-Nov-17 |
285 | 27-Nov-17 | 22-Nov-17 | 28-Nov-17 | 29-Nov-17 | 21-Dec-17 | All | 0.5 | 1 | 0 | 1-Sep-17 | 1-Nov-17 | 30-Nov-17 |
286 | 28-Nov-17 | 23-Nov-17 | 28-Nov-17 | 29-Nov-17 | 21-Dec-17 | All | 0.5 | 1 | 0 | 1-Sep-17 | 1-Nov-17 | 30-Nov-17 |
287 | 28-Nov-17 | 24-Nov-17 | 29-Nov-17 | 30-Nov-17 | 21-Dec-17 | All | 1 | 0.33333333 | 0 | 1-Sep-17 | 1-Nov-17 | 30-Nov-17 |
288 | 28-Nov-17 | 25-Nov-17 | 29-Nov-17 | 30-Nov-17 | 21-Dec-17 | All | 1 | 0.33333333 | 0 | 1-Sep-17 | 1-Nov-17 | 30-Nov-17 |
289 | 28-Nov-17 | 26-Nov-17 | 29-Nov-17 | 30-Nov-17 | 21-Dec-17 | All | 1 | 0.33333333 | 0 | 1-Sep-17 | 1-Nov-17 | 30-Nov-17 |
290 | 28-Nov-17 | 24-Nov-17 | 29-Nov-17 | 30-Nov-17 | 23-Jan-18 | All | 1 | 0.66666667 | 0 | 1-Sep-17 | 1-Nov-17 | 30-Nov-17 |
291 | 28-Nov-17 | 25-Nov-17 | 29-Nov-17 | 30-Nov-17 | 23-Jan-18 | All | 1 | 0.66666667 | 0 | 1-Sep-17 | 1-Nov-17 | 30-Nov-17 |
292 | 28-Nov-17 | 26-Nov-17 | 29-Nov-17 | 30-Nov-17 | 23-Jan-18 | All | 1 | 0.66666667 | 0 | 1-Sep-17 | 1-Dec-17 | 31-Dec-17 |
293 | 29-Nov-17 | 27-Nov-17 | 30-Nov-17 | 1-Dec-17 | 23-Jan-18 | All | 1 | 1 | 1 | 1-Oct-17 | 1-Dec-17 | 31-Dec-17 |
294 | 30-Nov-17 | 28-Nov-17 | 1-Dec-17 | 4-Dec-17 | 23-Jan-18 | All | 1 | 1 | 1 | 1-Oct-17 | 1-Dec-17 | 31-Dec-17 |
295 | 1-Dec-17 | 29-Nov-17 | 4-Dec-17 | 5-Dec-17 | 23-Jan-18 | All | 1 | 1 | 1 | 1-Oct-17 | 1-Dec-17 | 31-Dec-17 |
296 | 4-Dec-17 | 30-Nov-17 | 5-Dec-17 | 6-Dec-17 | 23-Jan-18 | All | 1 | 1 | 1 | 1-Oct-17 | 1-Dec-17 | 31-Dec-17 |
297 | 5-Dec-17 | 1-Dec-17 | 6-Dec-17 | 7-Dec-17 | 23-Jan-18 | All | 1 | 1 | 0 | 1-Oct-17 | 1-Dec-17 | 31-Dec-17 |
298 | 5-Dec-17 | 2-Dec-17 | 6-Dec-17 | 7-Dec-17 | 23-Jan-18 | All | 1 | 1 | 0 | 1-Oct-17 | 1-Dec-17 | 31-Dec-17 |
299 | 5-Dec-17 | 3-Dec-17 | 6-Dec-17 | 7-Dec-17 | 23-Jan-18 | All | 1 | 1 | 0 | 1-Oct-17 | 1-Dec-17 | 31-Dec-17 |
300 | 6-Dec-17 | 4-Dec-17 | 7-Dec-17 | 8-Dec-17 | 23-Jan-18 | All | 1 | 1 | 0 | 1-Oct-17 | 1-Dec-17 | 31-Dec-17 |
301 | 7-Dec-17 | 5-Dec-17 | 8-Dec-17 | 11-Dec-17 | 23-Jan-18 | All | 1 | 1 | 0 | 1-Oct-17 | 1-Dec-17 | 31-Dec-17 |
302 | 8-Dec-17 | 6-Dec-17 | 11-Dec-17 | 12-Dec-17 | 23-Jan-18 | All | 1 | 1 | 0 | 1-Oct-17 | 1-Dec-17 | 31-Dec-17 |
303 | 11-Dec-17 | 7-Dec-17 | 12-Dec-17 | 13-Dec-17 | 23-Jan-18 | All | 1 | 1 | 0 | 1-Oct-17 | 1-Dec-17 | 31-Dec-17 |
304 | 12-Dec-17 | 8-Dec-17 | 13-Dec-17 | 14-Dec-17 | 23-Jan-18 | All | 1 | 1 | 0 | 1-Oct-17 | 1-Dec-17 | 31-Dec-17 |
305 | 12-Dec-17 | 9-Dec-17 | 13-Dec-17 | 14-Dec-17 | 23-Jan-18 | All | 1 | 1 | 0 | 1-Oct-17 | 1-Dec-17 | 31-Dec-17 |
306 | 12-Dec-17 | 10-Dec-17 | 13-Dec-17 | 14-Dec-17 | 23-Jan-18 | All | 1 | 1 | 0 | 1-Oct-17 | 1-Dec-17 | 31-Dec-17 |
307 | 13-Dec-17 | 11-Dec-17 | 14-Dec-17 | 15-Dec-17 | 23-Jan-18 | All | 1 | 1 | 0 | 1-Oct-17 | 1-Dec-17 | 31-Dec-17 |
308 | 14-Dec-17 | 12-Dec-17 | 15-Dec-17 | 18-Dec-17 | 23-Jan-18 | All | 1 | 1 | 0 | 1-Oct-17 | 1-Dec-17 | 31-Dec-17 |
309 | 15-Dec-17 | 13-Dec-17 | 18-Dec-17 | 19-Dec-17 | 23-Jan-18 | All | 1 | 1 | 0 | 1-Oct-17 | 1-Dec-17 | 31-Dec-17 |
310 | 18-Dec-17 | 14-Dec-17 | 19-Dec-17 | 20-Dec-17 | 23-Jan-18 | All | 1 | 1 | 0 | 1-Oct-17 | 1-Dec-17 | 31-Dec-17 |
311 | 19-Dec-17 | 15-Dec-17 | 20-Dec-17 | 21-Dec-17 | 23-Jan-18 | All | 1.33333333 | 1 | 0 | 1-Oct-17 | 1-Dec-17 | 31-Dec-17 |
312 | 19-Dec-17 | 16-Dec-17 | 20-Dec-17 | 21-Dec-17 | 23-Jan-18 | All | 1.33333333 | 1 | 0 | 1-Oct-17 | 1-Dec-17 | 31-Dec-17 |
313 | 19-Dec-17 | 17-Dec-17 | 20-Dec-17 | 21-Dec-17 | 23-Jan-18 | All | 1.33333333 | 1 | 0 | 1-Oct-17 | 1-Dec-17 | 31-Dec-17 |
314 | 20-Dec-17 | 18-Dec-17 | 21-Dec-17 | 22-Dec-17 | 23-Jan-18 | All | 1 | 1 | 0 | 1-Oct-17 | 1-Dec-17 | 31-Dec-17 |
315 | 21-Dec-17 | 19-Dec-17 | 22-Dec-17 | 26-Dec-17 | 23-Jan-18 | All | 1 | 1 | 0 | 1-Oct-17 | 1-Dec-17 | 31-Dec-17 |
316 | 22-Dec-17 | 20-Dec-17 | 26-Dec-17 | 27-Dec-17 | 23-Jan-18 | All | 1 | 1 | 0 | 1-Oct-17 | 1-Dec-17 | 31-Dec-17 |
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
317 | 26-Dec-17 | 21-Dec-17 | 27-Dec-17 | 28-Dec-17 | 23-Jan-18 | All | 1 | 1 | 0 | 1-Oct-17 | 1-Dec-17 | 31-Dec-17 |
318 | 27-Dec-17 | 22-Dec-17 | 28-Dec-17 | 29-Dec-17 | 23-Jan-18 | All | 1 | 0.75 | 0 | 1-Oct-17 | 1-Dec-17 | 31-Dec-17 |
319 | 27-Dec-17 | 22-Dec-17 | 28-Dec-17 | 29-Dec-17 | 22-Feb-18 | All | 1 | 0.25 | 0 | 1-Oct-17 | 1-Jan-18 | 31-Jan-18 |
320 | 27-Dec-17 | 23-Dec-17 | 28-Dec-17 | 29-Dec-17 | 23-Jan-18 | All | 1 | 0.75 | 0 | 1-Oct-17 | 1-Dec-17 | 31-Dec-17 |
321 | 27-Dec-17 | 23-Dec-17 | 28-Dec-17 | 29-Dec-17 | 22-Feb-18 | All | 1 | 0.25 | 0 | 1-Oct-17 | 1-Jan-18 | 31-Jan-18 |
322 | 27-Dec-17 | 24-Dec-17 | 28-Dec-17 | 29-Dec-17 | 23-Jan-18 | All | 1 | 0.75 | 0 | 1-Oct-17 | 1-Dec-17 | 31-Dec-17 |
323 | 27-Dec-17 | 24-Dec-17 | 28-Dec-17 | 29-Dec-17 | 22-Feb-18 | All | 1 | 0.25 | 0 | 1-Oct-17 | 1-Jan-18 | 31-Jan-18 |
324 | 27-Dec-17 | 25-Dec-17 | 28-Dec-17 | 29-Dec-17 | 23-Jan-18 | All | 1 | 0.75 | 0 | 1-Oct-17 | 1-Dec-17 | 31-Dec-17 |
325 | 27-Dec-17 | 25-Dec-17 | 28-Dec-17 | 29-Dec-17 | 22-Feb-18 | All | 1 | 0.25 | 0 | 1-Oct-17 | 1-Jan-18 | 31-Jan-18 |
326 | 28-Dec-17 | 26-Dec-17 | 29-Dec-17 | 2-Jan-18 | 22-Feb-18 | All | 1 | 1 | 1 | 1-Nov-17 | 1-Jan-18 | 31-Jan-18 |
327 | 29-Dec-17 | 27-Dec-17 | 2-Jan-18 | 3-Jan-18 | 22-Feb-18 | All | 1 | 1 | 1 | 1-Nov-17 | 1-Jan-18 | 31-Jan-18 |
328 | 2-Jan-18 | 28-Dec-17 | 3-Jan-18 | 4-Jan-18 | 22-Feb-18 | All | 1 | 1 | 1 | 1-Nov-17 | 1-Jan-18 | 31-Jan-18 |
329 | 3-Jan-18 | 29-Dec-17 | 4-Jan-18 | 5-Jan-18 | 22-Feb-18 | All | 0.75 | 1 | 1 | 1-Nov-17 | 1-Jan-18 | 31-Jan-18 |
330 | 3-Jan-18 | 30-Dec-17 | 4-Jan-18 | 5-Jan-18 | 22-Feb-18 | All | 0.75 | 1 | 1 | 1-Nov-17 | 1-Jan-18 | 31-Jan-18 |
331 | 3-Jan-18 | 31-Dec-17 | 4-Jan-18 | 5-Jan-18 | 22-Feb-18 | All | 0.75 | 1 | 1 | 1-Nov-17 | 1-Jan-18 | 31-Jan-18 |
332 | 3-Jan-18 | 1-Jan-18 | 4-Jan-18 | 5-Jan-18 | 22-Feb-18 | All | 0.75 | 1 | 0 | 1-Nov-17 | 1-Jan-18 | 31-Jan-18 |
333 | 4-Jan-18 | 2-Jan-18 | 5-Jan-18 | 8-Jan-18 | 22-Feb-18 | All | 1 | 1 | 0 | 1-Nov-17 | 1-Jan-18 | 31-Jan-18 |
334 | 5-Jan-18 | 3-Jan-18 | 8-Jan-18 | 9-Jan-18 | 22-Feb-18 | All | 1 | 1 | 0 | 1-Nov-17 | 1-Jan-18 | 31-Jan-18 |
335 | 8-Jan-18 | 4-Jan-18 | 9-Jan-18 | 10-Jan-18 | 22-Feb-18 | All | 1 | 1 | 0 | 1-Nov-17 | 1-Jan-18 | 31-Jan-18 |
336 | 9-Jan-18 | 5-Jan-18 | 10-Jan-18 | 11-Jan-18 | 22-Feb-18 | All | 1.33333333 | 1 | 0 | 1-Nov-17 | 1-Jan-18 | 31-Jan-18 |
337 | 9-Jan-18 | 6-Jan-18 | 10-Jan-18 | 11-Jan-18 | 22-Feb-18 | All | 1.33333333 | 1 | 0 | 1-Nov-17 | 1-Jan-18 | 31-Jan-18 |
338 | 9-Jan-18 | 7-Jan-18 | 10-Jan-18 | 11-Jan-18 | 22-Feb-18 | All | 1.33333333 | 1 | 0 | 1-Nov-17 | 1-Jan-18 | 31-Jan-18 |
339 | 10-Jan-18 | 8-Jan-18 | 11-Jan-18 | 12-Jan-18 | 22-Feb-18 | All | 1 | 1 | 0 | 1-Nov-17 | 1-Jan-18 | 31-Jan-18 |
340 | 11-Jan-18 | 9-Jan-18 | 12-Jan-18 | 16-Jan-18 | 22-Feb-18 | All | 1 | 1 | 0 | 1-Nov-17 | 1-Jan-18 | 31-Jan-18 |
341 | 12-Jan-18 | 10-Jan-18 | 16-Jan-18 | 17-Jan-18 | 22-Feb-18 | All | 1 | 1 | 0 | 1-Nov-17 | 1-Jan-18 | 31-Jan-18 |
342 | 16-Jan-18 | 11-Jan-18 | 17-Jan-18 | 18-Jan-18 | 22-Feb-18 | All | 1 | 1 | 0 | 1-Nov-17 | 1-Jan-18 | 31-Jan-18 |
343 | 17-Jan-18 | 12-Jan-18 | 18-Jan-18 | 19-Jan-18 | 22-Feb-18 | All | 0.75 | 1 | 0 | 1-Nov-17 | 1-Jan-18 | 31-Jan-18 |
344 | 17-Jan-18 | 13-Jan-18 | 18-Jan-18 | 19-Jan-18 | 22-Feb-18 | All | 0.75 | 1 | 0 | 1-Nov-17 | 1-Jan-18 | 31-Jan-18 |
345 | 17-Jan-18 | 14-Jan-18 | 18-Jan-18 | 19-Jan-18 | 22-Feb-18 | All | 0.75 | 1 | 0 | 1-Nov-17 | 1-Jan-18 | 31-Jan-18 |
346 | 17-Jan-18 | 15-Jan-18 | 18-Jan-18 | 19-Jan-18 | 22-Feb-18 | All | 0.75 | 1 | 0 | 1-Nov-17 | 1-Jan-18 | 31-Jan-18 |
347 | 18-Jan-18 | 16-Jan-18 | 19-Jan-18 | 22-Jan-18 | 22-Feb-18 | All | 1 | 1 | 0 | 1-Nov-17 | 1-Jan-18 | 31-Jan-18 |
348 | 19-Jan-18 | 17-Jan-18 | 22-Jan-18 | 23-Jan-18 | 22-Feb-18 | All | 1 | 1 | 0 | 1-Nov-17 | 1-Jan-18 | 31-Jan-18 |
349 | 22-Jan-18 | 18-Jan-18 | 23-Jan-18 | 24-Jan-18 | 22-Feb-18 | All | 1 | 1 | 0 | 1-Nov-17 | 1-Jan-18 | 31-Jan-18 |
350 | 23-Jan-18 | 19-Jan-18 | 24-Jan-18 | 25-Jan-18 | 22-Feb-18 | All | 1 | 1 | 0 | 1-Nov-17 | 1-Jan-18 | 31-Jan-18 |
351 | 23-Jan-18 | 20-Jan-18 | 24-Jan-18 | 25-Jan-18 | 22-Feb-18 | All | 1 | 1 | 0 | 1-Nov-17 | 1-Jan-18 | 31-Jan-18 |
352 | 23-Jan-18 | 21-Jan-18 | 24-Jan-18 | 25-Jan-18 | 22-Feb-18 | All | 1 | 1 | 0 | 1-Nov-17 | 1-Jan-18 | 31-Jan-18 |
353 | 24-Jan-18 | 22-Jan-18 | 25-Jan-18 | 26-Jan-18 | 22-Feb-18 | All | 1 | 1 | 0 | 1-Nov-17 | 1-Jan-18 | 31-Jan-18 |
354 | 25-Jan-18 | 23-Jan-18 | 26-Jan-18 | 29-Jan-18 | 22-Feb-18 | All | 1 | 1 | 0 | 1-Nov-17 | 1-Jan-18 | 31-Jan-18 |
355 | 26-Jan-18 | 24-Jan-18 | 29-Jan-18 | 30-Jan-18 | 22-Feb-18 | All | 1 | 1 | 0 | 1-Nov-17 | 1-Jan-18 | 31-Jan-18 |
356 | 29-Jan-18 | 25-Jan-18 | 30-Jan-18 | 31-Jan-18 | 22-Feb-18 | All | 1 | 1 | 0 | 1-Nov-17 | 1-Jan-18 | 31-Jan-18 |
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
357 | 30-Jan-18 | 26-Jan-18 | 31-Jan-18 | 1-Feb-18 | 21-Mar-18 | All | 1 | 1 | 1 | 1-Dec-17 | 1-Feb-18 | 28-Feb-18 |
358 | 30-Jan-18 | 27-Jan-18 | 31-Jan-18 | 1-Feb-18 | 21-Mar-18 | All | 1 | 1 | 1 | 1-Dec-17 | 1-Feb-18 | 28-Feb-18 |
359 | 30-Jan-18 | 28-Jan-18 | 31-Jan-18 | 1-Feb-18 | 21-Mar-18 | All | 1 | 1 | 1 | 1-Dec-17 | 1-Feb-18 | 28-Feb-18 |
360 | 31-Jan-18 | 29-Jan-18 | 1-Feb-18 | 2-Feb-18 | 21-Mar-18 | All | 1 | 1 | 1 | 1-Dec-17 | 1-Feb-18 | 28-Feb-18 |
361 | 1-Feb-18 | 30-Jan-18 | 2-Feb-18 | 5-Feb-18 | 21-Mar-18 | All | 1 | 1 | 1 | 1-Dec-17 | 1-Feb-18 | 28-Feb-18 |
362 | 2-Feb-18 | 31-Jan-18 | 5-Feb-18 | 6-Feb-18 | 21-Mar-18 | All | 1 | 1 | 1 | 1-Dec-17 | 1-Feb-18 | 28-Feb-18 |
363 | 5-Feb-18 | 1-Feb-18 | 6-Feb-18 | 7-Feb-18 | 21-Mar-18 | All | 1 | 1 | 0 | 1-Dec-17 | 1-Feb-18 | 28-Feb-18 |
364 | 6-Feb-18 | 2-Feb-18 | 7-Feb-18 | 8-Feb-18 | 21-Mar-18 | All | 1 | 1 | 0 | 1-Dec-17 | 1-Feb-18 | 28-Feb-18 |
365 | 6-Feb-18 | 3-Feb-18 | 7-Feb-18 | 8-Feb-18 | 21-Mar-18 | All | 1 | 1 | 0 | 1-Dec-17 | 1-Feb-18 | 28-Feb-18 |
366 | 6-Feb-18 | 4-Feb-18 | 7-Feb-18 | 8-Feb-18 | 21-Mar-18 | All | 1 | 1 | 0 | 1-Dec-17 | 1-Feb-18 | 28-Feb-18 |
367 | 7-Feb-18 | 5-Feb-18 | 8-Feb-18 | 9-Feb-18 | 21-Mar-18 | All | 1 | 1 | 0 | 1-Dec-17 | 1-Feb-18 | 28-Feb-18 |
368 | 8-Feb-18 | 6-Feb-18 | 9-Feb-18 | 12-Feb-18 | 21-Mar-18 | All | 1 | 1 | 0 | 1-Dec-17 | 1-Feb-18 | 28-Feb-18 |
369 | 9-Feb-18 | 7-Feb-18 | 12-Feb-18 | 13-Feb-18 | 21-Mar-18 | All | 1 | 1 | 0 | 1-Dec-17 | 1-Feb-18 | 28-Feb-18 |
370 | 12-Feb-18 | 8-Feb-18 | 13-Feb-18 | 14-Feb-18 | 21-Mar-18 | All | 1 | 1 | 0 | 1-Dec-17 | 1-Feb-18 | 28-Feb-18 |
371 | 13-Feb-18 | 9-Feb-18 | 14-Feb-18 | 15-Feb-18 | 21-Mar-18 | All | 1.33333333 | 1 | 0 | 1-Dec-17 | 1-Feb-18 | 28-Feb-18 |
372 | 13-Feb-18 | 10-Feb-18 | 14-Feb-18 | 15-Feb-18 | 21-Mar-18 | All | 1.33333333 | 1 | 0 | 1-Dec-17 | 1-Feb-18 | 28-Feb-18 |
373 | 13-Feb-18 | 11-Feb-18 | 14-Feb-18 | 15-Feb-18 | 21-Mar-18 | All | 1.33333333 | 1 | 0 | 1-Dec-17 | 1-Feb-18 | 28-Feb-18 |
374 | 14-Feb-18 | 12-Feb-18 | 15-Feb-18 | 16-Feb-18 | 21-Mar-18 | All | 1 | 1 | 0 | 1-Dec-17 | 1-Feb-18 | 28-Feb-18 |
375 | 15-Feb-18 | 13-Feb-18 | 16-Feb-18 | 20-Feb-18 | 21-Mar-18 | All | 1 | 1 | 0 | 1-Dec-17 | 1-Feb-18 | 28-Feb-18 |
376 | 16-Feb-18 | 14-Feb-18 | 20-Feb-18 | 21-Feb-18 | 21-Mar-18 | All | 1 | 1 | 0 | 1-Dec-17 | 1-Feb-18 | 28-Feb-18 |
377 | 20-Feb-18 | 15-Feb-18 | 21-Feb-18 | 22-Feb-18 | 21-Mar-18 | All | 1 | 1 | 0 | 1-Dec-17 | 1-Feb-18 | 28-Feb-18 |
378 | 21-Feb-18 | 16-Feb-18 | 22-Feb-18 | 23-Feb-18 | 21-Mar-18 | All | 0.75 | 1 | 0 | 1-Dec-17 | 1-Feb-18 | 28-Feb-18 |
379 | 21-Feb-18 | 17-Feb-18 | 22-Feb-18 | 23-Feb-18 | 21-Mar-18 | All | 0.75 | 1 | 0 | 1-Dec-17 | 1-Feb-18 | 28-Feb-18 |
380 | 21-Feb-18 | 18-Feb-18 | 22-Feb-18 | 23-Feb-18 | 21-Mar-18 | All | 0.75 | 1 | 0 | 1-Dec-17 | 1-Feb-18 | 28-Feb-18 |
381 | 21-Feb-18 | 19-Feb-18 | 22-Feb-18 | 23-Feb-18 | 21-Mar-18 | All | 0.75 | 1 | 0 | 1-Dec-17 | 1-Feb-18 | 28-Feb-18 |
382 | 22-Feb-18 | 20-Feb-18 | 23-Feb-18 | 26-Feb-18 | 21-Mar-18 | All | 1 | 1 | 0 | 1-Dec-17 | 1-Feb-18 | 28-Feb-18 |
383 | 23-Feb-18 | 21-Feb-18 | 26-Feb-18 | 27-Feb-18 | 21-Mar-18 | All | 1 | 1 | 0 | 1-Dec-17 | 1-Feb-18 | 28-Feb-18 |
384 | 26-Feb-18 | 22-Feb-18 | 27-Feb-18 | 28-Feb-18 | 21-Mar-18 | All | 1 | 1 | 0 | 1-Dec-17 | 1-Feb-18 | 28-Feb-18 |
385 | 27-Feb-18 | 23-Feb-18 | 28-Feb-18 | 1-Mar-18 | 20-Apr-18 | All | 1 | 1 | 1 | 1-Jan-18 | 1-Mar-18 | 31-Mar-18 |
386 | 27-Feb-18 | 24-Feb-18 | 28-Feb-18 | 1-Mar-18 | 20-Apr-18 | All | 1 | 1 | 1 | 1-Jan-18 | 1-Mar-18 | 31-Mar-18 |
387 | 27-Feb-18 | 25-Feb-18 | 28-Feb-18 | 1-Mar-18 | 20-Apr-18 | All | 1 | 1 | 1 | 1-Jan-18 | 1-Mar-18 | 31-Mar-18 |
388 | 28-Feb-18 | 26-Feb-18 | 1-Mar-18 | 2-Mar-18 | 20-Apr-18 | All | 1 | 1 | 1 | 1-Jan-18 | 1-Mar-18 | 31-Mar-18 |
389 | 1-Mar-18 | 27-Feb-18 | 2-Mar-18 | 5-Mar-18 | 20-Apr-18 | All | 1 | 1 | 1 | 1-Jan-18 | 1-Mar-18 | 31-Mar-18 |
390 | 2-Mar-18 | 28-Feb-18 | 5-Mar-18 | 6-Mar-18 | 20-Apr-18 | All | 1 | 1 | 1 | 1-Jan-18 | 1-Mar-18 | 31-Mar-18 |
391 | 5-Mar-18 | 1-Mar-18 | 6-Mar-18 | 7-Mar-18 | 20-Apr-18 | All | 1 | 1 | 0 | 1-Jan-18 | 1-Mar-18 | 31-Mar-18 |
392 | 6-Mar-18 | 2-Mar-18 | 7-Mar-18 | 8-Mar-18 | 20-Apr-18 | All | 1 | 1 | 0 | 1-Jan-18 | 1-Mar-18 | 31-Mar-18 |
393 | 6-Mar-18 | 3-Mar-18 | 7-Mar-18 | 8-Mar-18 | 20-Apr-18 | All | 1 | 1 | 0 | 1-Jan-18 | 1-Mar-18 | 31-Mar-18 |
394 | 6-Mar-18 | 4-Mar-18 | 7-Mar-18 | 8-Mar-18 | 20-Apr-18 | All | 1 | 1 | 0 | 1-Jan-18 | 1-Mar-18 | 31-Mar-18 |
395 | 7-Mar-18 | 5-Mar-18 | 8-Mar-18 | 9-Mar-18 | 20-Apr-18 | All | 1 | 1 | 0 | 1-Jan-18 | 1-Mar-18 | 31-Mar-18 |
396 | 8-Mar-18 | 6-Mar-18 | 9-Mar-18 | 12-Mar-18 | 20-Apr-18 | All | 1 | 1 | 0 | 1-Jan-18 | 1-Mar-18 | 31-Mar-18 |
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
397 | 9-Mar-18 | 7-Mar-18 | 12-Mar-18 | 13-Mar-18 | 20-Apr-18 | All | 1 | 1 | 0 | 1-Jan-18 | 1-Mar-18 | 31-Mar-18 |
398 | 12-Mar-18 | 8-Mar-18 | 13-Mar-18 | 14-Mar-18 | 20-Apr-18 | All | 1 | 1 | 0 | 1-Jan-18 | 1-Mar-18 | 31-Mar-18 |
399 | 13-Mar-18 | 9-Mar-18 | 14-Mar-18 | 15-Mar-18 | 20-Apr-18 | All | 1 | 1 | 0 | 1-Jan-18 | 1-Mar-18 | 31-Mar-18 |
400 | 13-Mar-18 | 10-Mar-18 | 14-Mar-18 | 15-Mar-18 | 20-Apr-18 | All | 1 | 1 | 0 | 1-Jan-18 | 1-Mar-18 | 31-Mar-18 |
401 | 13-Mar-18 | 11-Mar-18 | 14-Mar-18 | 15-Mar-18 | 20-Apr-18 | All | 1 | 1 | 0 | 1-Jan-18 | 1-Mar-18 | 31-Mar-18 |
402 | 14-Mar-18 | 12-Mar-18 | 15-Mar-18 | 16-Mar-18 | 20-Apr-18 | All | 1 | 1 | 0 | 1-Jan-18 | 1-Mar-18 | 31-Mar-18 |
403 | 15-Mar-18 | 13-Mar-18 | 16-Mar-18 | 19-Mar-18 | 20-Apr-18 | All | 1 | 1 | 0 | 1-Jan-18 | 1-Mar-18 | 31-Mar-18 |
404 | 16-Mar-18 | 14-Mar-18 | 19-Mar-18 | 20-Mar-18 | 20-Apr-18 | All | 1 | 1 | 0 | 1-Jan-18 | 1-Mar-18 | 31-Mar-18 |
405 | 19-Mar-18 | 15-Mar-18 | 20-Mar-18 | 21-Mar-18 | 20-Apr-18 | All | 1 | 1 | 0 | 1-Jan-18 | 1-Mar-18 | 31-Mar-18 |
406 | 20-Mar-18 | 16-Mar-18 | 21-Mar-18 | 22-Mar-18 | 20-Apr-18 | All | 1 | 1 | 0 | 1-Jan-18 | 1-Mar-18 | 31-Mar-18 |
407 | 20-Mar-18 | 17-Mar-18 | 21-Mar-18 | 22-Mar-18 | 20-Apr-18 | All | 1 | 1 | 0 | 1-Jan-18 | 1-Mar-18 | 31-Mar-18 |
408 | 20-Mar-18 | 18-Mar-18 | 21-Mar-18 | 22-Mar-18 | 20-Apr-18 | All | 1 | 1 | 0 | 1-Jan-18 | 1-Mar-18 | 31-Mar-18 |
409 | 21-Mar-18 | 19-Mar-18 | 22-Mar-18 | 23-Mar-18 | 20-Apr-18 | All | 1 | 1 | 0 | 1-Jan-18 | 1-Mar-18 | 31-Mar-18 |
410 | 22-Mar-18 | 20-Mar-18 | 23-Mar-18 | 26-Mar-18 | 20-Apr-18 | All | 1 | 1 | 0 | 1-Jan-18 | 1-Mar-18 | 31-Mar-18 |
411 | 23-Mar-18 | 21-Mar-18 | 26-Mar-18 | 27-Mar-18 | 20-Apr-18 | All | 1 | 1 | 0 | 1-Jan-18 | 1-Mar-18 | 31-Mar-18 |
412 | 26-Mar-18 | 22-Mar-18 | 27-Mar-18 | 28-Mar-18 | 20-Apr-18 | All | 1 | 1 | 0 | 1-Jan-18 | 1-Mar-18 | 31-Mar-18 |
413 | 27-Mar-18 | 23-Mar-18 | 28-Mar-18 | 29-Mar-18 | 20-Apr-18 | All | 1.33333333 | 0.75 | 0 | 1-Jan-18 | 1-Mar-18 | 31-Mar-18 |
414 | 27-Mar-18 | 23-Mar-18 | 28-Mar-18 | 29-Mar-18 | 21-May-18 | All | 1.33333333 | 0.25 | 0 | 1-Jan-18 | 1-Apr-18 | 30-Apr-18 |
415 | 27-Mar-18 | 24-Mar-18 | 28-Mar-18 | 29-Mar-18 | 20-Apr-18 | All | 1.33333333 | 0.75 | 0 | 1-Jan-18 | 1-Mar-18 | 31-Mar-18 |
416 | 27-Mar-18 | 24-Mar-18 | 28-Mar-18 | 29-Mar-18 | 21-May-18 | All | 1.33333333 | 0.25 | 0 | 1-Jan-18 | 1-Apr-18 | 30-Apr-18 |
417 | 27-Mar-18 | 25-Mar-18 | 28-Mar-18 | 29-Mar-18 | 20-Apr-18 | All | 1.33333333 | 0.75 | 0 | 1-Jan-18 | 1-Mar-18 | 31-Mar-18 |
418 | 27-Mar-18 | 25-Mar-18 | 28-Mar-18 | 29-Mar-18 | 21-May-18 | All | 1.33333333 | 0.25 | 0 | 1-Jan-18 | 1-Apr-18 | 30-Apr-18 |
419 | 28-Mar-18 | 26-Mar-18 | 29-Mar-18 | 2-Apr-18 | 21-May-18 | All | 1 | 1 | 1 | 1-Feb-18 | 1-Apr-18 | 30-Apr-18 |
420 | 29-Mar-18 | 27-Mar-18 | 2-Apr-18 | 3-Apr-18 | 21-May-18 | All | 1 | 1 | 1 | 1-Feb-18 | 1-Apr-18 | 30-Apr-18 |
421 | 2-Apr-18 | 28-Mar-18 | 3-Apr-18 | 4-Apr-18 | 21-May-18 | All | 1 | 1 | 1 | 1-Feb-18 | 1-Apr-18 | 30-Apr-18 |
422 | 3-Apr-18 | 29-Mar-18 | 4-Apr-18 | 5-Apr-18 | 21-May-18 | All | 1 | 1 | 1 | 1-Feb-18 | 1-Apr-18 | 30-Apr-18 |
423 | 4-Apr-18 | 30-Mar-18 | 5-Apr-18 | 6-Apr-18 | 21-May-18 | All | 0.75 | 1 | 1 | 1-Feb-18 | 1-Apr-18 | 30-Apr-18 |
424 | 4-Apr-18 | 31-Mar-18 | 5-Apr-18 | 6-Apr-18 | 21-May-18 | All | 0.75 | 1 | 1 | 1-Feb-18 | 1-Apr-18 | 30-Apr-18 |
425 | 4-Apr-18 | 1-Apr-18 | 5-Apr-18 | 6-Apr-18 | 21-May-18 | All | 0.75 | 1 | 0 | 1-Feb-18 | 1-Apr-18 | 30-Apr-18 |
426 | 4-Apr-18 | 2-Apr-18 | 5-Apr-18 | 6-Apr-18 | 21-May-18 | All | 0.75 | 1 | 0 | 1-Feb-18 | 1-Apr-18 | 30-Apr-18 |
427 | 5-Apr-18 | 3-Apr-18 | 6-Apr-18 | 9-Apr-18 | 21-May-18 | All | 1 | 1 | 0 | 1-Feb-18 | 1-Apr-18 | 30-Apr-18 |
428 | 6-Apr-18 | 4-Apr-18 | 9-Apr-18 | 10-Apr-18 | 21-May-18 | All | 1 | 1 | 0 | 1-Feb-18 | 1-Apr-18 | 30-Apr-18 |
429 | 9-Apr-18 | 5-Apr-18 | 10-Apr-18 | 11-Apr-18 | 21-May-18 | All | 1 | 1 | 0 | 1-Feb-18 | 1-Apr-18 | 30-Apr-18 |
430 | 10-Apr-18 | 6-Apr-18 | 11-Apr-18 | 12-Apr-18 | 21-May-18 | All | 1 | 1 | 0 | 1-Feb-18 | 1-Apr-18 | 30-Apr-18 |
431 | 10-Apr-18 | 7-Apr-18 | 11-Apr-18 | 12-Apr-18 | 21-May-18 | All | 1 | 1 | 0 | 1-Feb-18 | 1-Apr-18 | 30-Apr-18 |
432 | 10-Apr-18 | 8-Apr-18 | 11-Apr-18 | 12-Apr-18 | 21-May-18 | All | 1 | 1 | 0 | 1-Feb-18 | 1-Apr-18 | 30-Apr-18 |
433 | 11-Apr-18 | 9-Apr-18 | 12-Apr-18 | 13-Apr-18 | 21-May-18 | All | 1 | 1 | 0 | 1-Feb-18 | 1-Apr-18 | 30-Apr-18 |
434 | 12-Apr-18 | 10-Apr-18 | 13-Apr-18 | 16-Apr-18 | 21-May-18 | All | 1 | 1 | 0 | 1-Feb-18 | 1-Apr-18 | 30-Apr-18 |
435 | 13-Apr-18 | 11-Apr-18 | 16-Apr-18 | 17-Apr-18 | 21-May-18 | All | 1 | 1 | 0 | 1-Feb-18 | 1-Apr-18 | 30-Apr-18 |
436 | 16-Apr-18 | 12-Apr-18 | 17-Apr-18 | 18-Apr-18 | 21-May-18 | All | 1 | 1 | 0 | 1-Feb-18 | 1-Apr-18 | 30-Apr-18 |
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
437 | 17-Apr-18 | 13-Apr-18 | 18-Apr-18 | 19-Apr-18 | 21-May-18 | All | 1 | 1 | 0 | 1-Feb-18 | 1-Apr-18 | 30-Apr-18 |
438 | 17-Apr-18 | 14-Apr-18 | 18-Apr-18 | 19-Apr-18 | 21-May-18 | All | 1 | 1 | 0 | 1-Feb-18 | 1-Apr-18 | 30-Apr-18 |
439 | 17-Apr-18 | 15-Apr-18 | 18-Apr-18 | 19-Apr-18 | 21-May-18 | All | 1 | 1 | 0 | 1-Feb-18 | 1-Apr-18 | 30-Apr-18 |
440 | 18-Apr-18 | 16-Apr-18 | 19-Apr-18 | 20-Apr-18 | 21-May-18 | All | 1 | 1 | 0 | 1-Feb-18 | 1-Apr-18 | 30-Apr-18 |
441 | 19-Apr-18 | 17-Apr-18 | 20-Apr-18 | 23-Apr-18 | 21-May-18 | All | 1 | 1 | 0 | 1-Feb-18 | 1-Apr-18 | 30-Apr-18 |
442 | 20-Apr-18 | 18-Apr-18 | 23-Apr-18 | 24-Apr-18 | 21-May-18 | All | 1 | 1 | 0 | 1-Feb-18 | 1-Apr-18 | 30-Apr-18 |
443 | 23-Apr-18 | 19-Apr-18 | 24-Apr-18 | 25-Apr-18 | 21-May-18 | All | 1 | 1 | 0 | 1-Feb-18 | 1-Apr-18 | 30-Apr-18 |
444 | 24-Apr-18 | 20-Apr-18 | 25-Apr-18 | 26-Apr-18 | 21-May-18 | All | 1 | 1 | 0 | 1-Feb-18 | 1-Apr-18 | 30-Apr-18 |
445 | 24-Apr-18 | 21-Apr-18 | 25-Apr-18 | 26-Apr-18 | 21-May-18 | All | 1 | 1 | 0 | 1-Feb-18 | 1-Apr-18 | 30-Apr-18 |
446 | 24-Apr-18 | 22-Apr-18 | 25-Apr-18 | 26-Apr-18 | 21-May-18 | All | 1 | 1 | 0 | 1-Feb-18 | 1-Apr-18 | 30-Apr-18 |
447 | 25-Apr-18 | 23-Apr-18 | 26-Apr-18 | 27-Apr-18 | 21-May-18 | All | 1 | 1 | 0 | 1-Feb-18 | 1-Apr-18 | 30-Apr-18 |
448 | 26-Apr-18 | 24-Apr-18 | 27-Apr-18 | 30-Apr-18 | 21-May-18 | All | 1 | 1 | 0 | 1-Feb-18 | 1-Apr-18 | 30-Apr-18 |
449 | 27-Apr-18 | 25-Apr-18 | 30-Apr-18 | 1-May-18 | 21-Jun-18 | All | 1 | 1 | 1 | 1-Mar-18 | 1-May-18 | 31-May-18 |
450 | 30-Apr-18 | 26-Apr-18 | 1-May-18 | 2-May-18 | 21-Jun-18 | All | 1 | 1 | 1 | 1-Mar-18 | 1-May-18 | 31-May-18 |
451 | 1-May-18 | 27-Apr-18 | 2-May-18 | 3-May-18 | 21-Jun-18 | All | 1 | 1 | 1 | 1-Mar-18 | 1-May-18 | 31-May-18 |
452 | 1-May-18 | 28-Apr-18 | 2-May-18 | 3-May-18 | 21-Jun-18 | All | 1 | 1 | 1 | 1-Mar-18 | 1-May-18 | 31-May-18 |
453 | 1-May-18 | 29-Apr-18 | 2-May-18 | 3-May-18 | 21-Jun-18 | All | 1 | 1 | 1 | 1-Mar-18 | 1-May-18 | 31-May-18 |
454 | 2-May-18 | 30-Apr-18 | 3-May-18 | 4-May-18 | 21-Jun-18 | All | 1 | 1 | 1 | 1-Mar-18 | 1-May-18 | 31-May-18 |
455 | 3-May-18 | 1-May-18 | 4-May-18 | 7-May-18 | 21-Jun-18 | All | 1 | 1 | 0 | 1-Mar-18 | 1-May-18 | 31-May-18 |
456 | 4-May-18 | 2-May-18 | 7-May-18 | 8-May-18 | 21-Jun-18 | All | 1 | 1 | 0 | 1-Mar-18 | 1-May-18 | 31-May-18 |
457 | 7-May-18 | 3-May-18 | 8-May-18 | 9-May-18 | 21-Jun-18 | All | 1 | 1 | 0 | 1-Mar-18 | 1-May-18 | 31-May-18 |
458 | 8-May-18 | 4-May-18 | 9-May-18 | 10-May-18 | 21-Jun-18 | All | 1 | 1 | 0 | 1-Mar-18 | 1-May-18 | 31-May-18 |
459 | 8-May-18 | 5-May-18 | 9-May-18 | 10-May-18 | 21-Jun-18 | All | 1 | 1 | 0 | 1-Mar-18 | 1-May-18 | 31-May-18 |
460 | 8-May-18 | 6-May-18 | 9-May-18 | 10-May-18 | 21-Jun-18 | All | 1 | 1 | 0 | 1-Mar-18 | 1-May-18 | 31-May-18 |
461 | 9-May-18 | 7-May-18 | 10-May-18 | 11-May-18 | 21-Jun-18 | All | 1 | 1 | 0 | 1-Mar-18 | 1-May-18 | 31-May-18 |
462 | 10-May-18 | 8-May-18 | 11-May-18 | 14-May-18 | 21-Jun-18 | All | 1 | 1 | 0 | 1-Mar-18 | 1-May-18 | 31-May-18 |
463 | 11-May-18 | 9-May-18 | 14-May-18 | 15-May-18 | 21-Jun-18 | All | 1 | 1 | 0 | 1-Mar-18 | 1-May-18 | 31-May-18 |
464 | 14-May-18 | 10-May-18 | 15-May-18 | 16-May-18 | 21-Jun-18 | All | 1 | 1 | 0 | 1-Mar-18 | 1-May-18 | 31-May-18 |
465 | 15-May-18 | 11-May-18 | 16-May-18 | 17-May-18 | 21-Jun-18 | All | 1 | 1 | 0 | 1-Mar-18 | 1-May-18 | 31-May-18 |
466 | 15-May-18 | 12-May-18 | 16-May-18 | 17-May-18 | 21-Jun-18 | All | 1 | 1 | 0 | 1-Mar-18 | 1-May-18 | 31-May-18 |
467 | 15-May-18 | 13-May-18 | 16-May-18 | 17-May-18 | 21-Jun-18 | All | 1 | 1 | 0 | 1-Mar-18 | 1-May-18 | 31-May-18 |
468 | 16-May-18 | 14-May-18 | 17-May-18 | 18-May-18 | 21-Jun-18 | All | 1 | 1 | 0 | 1-Mar-18 | 1-May-18 | 31-May-18 |
469 | 17-May-18 | 15-May-18 | 18-May-18 | 21-May-18 | 21-Jun-18 | All | 1 | 1 | 0 | 1-Mar-18 | 1-May-18 | 31-May-18 |
470 | 18-May-18 | 16-May-18 | 21-May-18 | 22-May-18 | 21-Jun-18 | All | 1 | 1 | 0 | 1-Mar-18 | 1-May-18 | 31-May-18 |
471 | 21-May-18 | 17-May-18 | 22-May-18 | 23-May-18 | 21-Jun-18 | All | 1 | 1 | 0 | 1-Mar-18 | 1-May-18 | 31-May-18 |
472 | 22-May-18 | 18-May-18 | 23-May-18 | 24-May-18 | 21-Jun-18 | All | 1.33333333 | 1 | 0 | 1-Mar-18 | 1-May-18 | 31-May-18 |
473 | 22-May-18 | 19-May-18 | 23-May-18 | 24-May-18 | 21-Jun-18 | All | 1.33333333 | 1 | 0 | 1-Mar-18 | 1-May-18 | 31-May-18 |
474 | 22-May-18 | 20-May-18 | 23-May-18 | 24-May-18 | 21-Jun-18 | All | 1.33333333 | 1 | 0 | 1-Mar-18 | 1-May-18 | 31-May-18 |
475 | 23-May-18 | 21-May-18 | 24-May-18 | 25-May-18 | 21-Jun-18 | All | 1 | 1 | 0 | 1-Mar-18 | 1-May-18 | 31-May-18 |
476 | 24-May-18 | 22-May-18 | 25-May-18 | 29-May-18 | 21-Jun-18 | All | 1 | 1 | 0 | 1-Mar-18 | 1-May-18 | 31-May-18 |
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
477 | 25-May-18 | 23-May-18 | 29-May-18 | 30-May-18 | 21-Jun-18 | All | 1 | 1 | 0 | 1-Mar-18 | 1-May-18 | 31-May-18 |
478 | 29-May-18 | 24-May-18 | 30-May-18 | 31-May-18 | 21-Jun-18 | All | 1 | 1 | 0 | 1-Mar-18 | 1-May-18 | 31-May-18 |
479 | 30-May-18 | 25-May-18 | 31-May-18 | 1-Jun-18 | 23-Jul-18 | All | 0.75 | 1 | 1 | 1-Apr-18 | 1-Jun-18 | 30-Jun-18 |
480 | 30-May-18 | 26-May-18 | 31-May-18 | 1-Jun-18 | 23-Jul-18 | All | 0.75 | 1 | 1 | 1-Apr-18 | 1-Jun-18 | 30-Jun-18 |
481 | 30-May-18 | 27-May-18 | 31-May-18 | 1-Jun-18 | 23-Jul-18 | All | 0.75 | 1 | 1 | 1-Apr-18 | 1-Jun-18 | 30-Jun-18 |
482 | 30-May-18 | 28-May-18 | 31-May-18 | 1-Jun-18 | 23-Jul-18 | All | 0.75 | 1 | 1 | 1-Apr-18 | 1-Jun-18 | 30-Jun-18 |
483 | 31-May-18 | 29-May-18 | 1-Jun-18 | 4-Jun-18 | 23-Jul-18 | All | 1 | 1 | 1 | 1-Apr-18 | 1-Jun-18 | 30-Jun-18 |
484 | 1-Jun-18 | 30-May-18 | 4-Jun-18 | 5-Jun-18 | 23-Jul-18 | All | 1 | 1 | 1 | 1-Apr-18 | 1-Jun-18 | 30-Jun-18 |
485 | 4-Jun-18 | 31-May-18 | 5-Jun-18 | 6-Jun-18 | 23-Jul-18 | All | 1 | 1 | 1 | 1-Apr-18 | 1-Jun-18 | 30-Jun-18 |
486 | 5-Jun-18 | 1-Jun-18 | 6-Jun-18 | 7-Jun-18 | 23-Jul-18 | All | 1 | 1 | 0 | 1-Apr-18 | 1-Jun-18 | 30-Jun-18 |
487 | 5-Jun-18 | 2-Jun-18 | 6-Jun-18 | 7-Jun-18 | 23-Jul-18 | All | 1 | 1 | 0 | 1-Apr-18 | 1-Jun-18 | 30-Jun-18 |
488 | 5-Jun-18 | 3-Jun-18 | 6-Jun-18 | 7-Jun-18 | 23-Jul-18 | All | 1 | 1 | 0 | 1-Apr-18 | 1-Jun-18 | 30-Jun-18 |
489 | 6-Jun-18 | 4-Jun-18 | 7-Jun-18 | 8-Jun-18 | 23-Jul-18 | All | 1 | 1 | 0 | 1-Apr-18 | 1-Jun-18 | 30-Jun-18 |
490 | 7-Jun-18 | 5-Jun-18 | 8-Jun-18 | 11-Jun-18 | 23-Jul-18 | All | 1 | 1 | 0 | 1-Apr-18 | 1-Jun-18 | 30-Jun-18 |
491 | 8-Jun-18 | 6-Jun-18 | 11-Jun-18 | 12-Jun-18 | 23-Jul-18 | All | 1 | 1 | 0 | 1-Apr-18 | 1-Jun-18 | 30-Jun-18 |
492 | 11-Jun-18 | 7-Jun-18 | 12-Jun-18 | 13-Jun-18 | 23-Jul-18 | All | 1 | 1 | 0 | 1-Apr-18 | 1-Jun-18 | 30-Jun-18 |
493 | 12-Jun-18 | 8-Jun-18 | 13-Jun-18 | 14-Jun-18 | 23-Jul-18 | All | 1 | 1 | 0 | 1-Apr-18 | 1-Jun-18 | 30-Jun-18 |
494 | 12-Jun-18 | 9-Jun-18 | 13-Jun-18 | 14-Jun-18 | 23-Jul-18 | All | 1 | 1 | 0 | 1-Apr-18 | 1-Jun-18 | 30-Jun-18 |
495 | 12-Jun-18 | 10-Jun-18 | 13-Jun-18 | 14-Jun-18 | 23-Jul-18 | All | 1 | 1 | 0 | 1-Apr-18 | 1-Jun-18 | 30-Jun-18 |
496 | 13-Jun-18 | 11-Jun-18 | 14-Jun-18 | 15-Jun-18 | 23-Jul-18 | All | 1 | 1 | 0 | 1-Apr-18 | 1-Jun-18 | 30-Jun-18 |
497 | 14-Jun-18 | 12-Jun-18 | 15-Jun-18 | 18-Jun-18 | 23-Jul-18 | All | 1 | 1 | 0 | 1-Apr-18 | 1-Jun-18 | 30-Jun-18 |
498 | 15-Jun-18 | 13-Jun-18 | 18-Jun-18 | 19-Jun-18 | 23-Jul-18 | All | 1 | 1 | 0 | 1-Apr-18 | 1-Jun-18 | 30-Jun-18 |
499 | 18-Jun-18 | 14-Jun-18 | 19-Jun-18 | 20-Jun-18 | 23-Jul-18 | All | 1 | 1 | 0 | 1-Apr-18 | 1-Jun-18 | 30-Jun-18 |
500 | 19-Jun-18 | 15-Jun-18 | 20-Jun-18 | 21-Jun-18 | 23-Jul-18 | All | 1 | 1 | 0 | 1-Apr-18 | 1-Jun-18 | 30-Jun-18 |
501 | 19-Jun-18 | 16-Jun-18 | 20-Jun-18 | 21-Jun-18 | 23-Jul-18 | All | 1 | 1 | 0 | 1-Apr-18 | 1-Jun-18 | 30-Jun-18 |
502 | 19-Jun-18 | 17-Jun-18 | 20-Jun-18 | 21-Jun-18 | 23-Jul-18 | All | 1 | 1 | 0 | 1-Apr-18 | 1-Jun-18 | 30-Jun-18 |
503 | 20-Jun-18 | 18-Jun-18 | 21-Jun-18 | 22-Jun-18 | 23-Jul-18 | All | 1 | 1 | 0 | 1-Apr-18 | 1-Jun-18 | 30-Jun-18 |
504 | 21-Jun-18 | 19-Jun-18 | 22-Jun-18 | 25-Jun-18 | 23-Jul-18 | All | 1 | 1 | 0 | 1-Apr-18 | 1-Jun-18 | 30-Jun-18 |
505 | 22-Jun-18 | 20-Jun-18 | 25-Jun-18 | 26-Jun-18 | 23-Jul-18 | All | 1 | 1 | 0 | 1-Apr-18 | 1-Jun-18 | 30-Jun-18 |
506 | 25-Jun-18 | 21-Jun-18 | 26-Jun-18 | 27-Jun-18 | 23-Jul-18 | All | 1 | 1 | 0 | 1-Apr-18 | 1-Jun-18 | 30-Jun-18 |
507 | 26-Jun-18 | 22-Jun-18 | 27-Jun-18 | 28-Jun-18 | 23-Jul-18 | All | 1 | 0.66666667 | 0 | 1-Apr-18 | 1-Jun-18 | 30-Jun-18 |
508 | 26-Jun-18 | 23-Jun-18 | 27-Jun-18 | 28-Jun-18 | 23-Jul-18 | All | 1 | 0.66666667 | 0 | 1-Apr-18 | 1-Jun-18 | 30-Jun-18 |
509 | 26-Jun-18 | 24-Jun-18 | 27-Jun-18 | 28-Jun-18 | 23-Jul-18 | All | 1 | 0.66666667 | 0 | 1-Apr-18 | 1-Jun-18 | 30-Jun-18 |
510 | 26-Jun-18 | 22-Jun-18 | 27-Jun-18 | 28-Jun-18 | 21-Aug-18 | All | 1 | 0.33333333 | 0 | 1-Apr-18 | 1-Jul-18 | 31-Jul-18 |
511 | 26-Jun-18 | 23-Jun-18 | 27-Jun-18 | 28-Jun-18 | 21-Aug-18 | All | 1 | 0.33333333 | 0 | 1-Apr-18 | 1-Jul-18 | 31-Jul-18 |
512 | 26-Jun-18 | 24-Jun-18 | 27-Jun-18 | 28-Jun-18 | 21-Aug-18 | All | 1 | 0.33333333 | 0 | 1-Apr-18 | 1-Jul-18 | 31-Jul-18 |
513 | 27-Jun-18 | 25-Jun-18 | 28-Jun-18 | 29-Jun-18 | 23-Jul-18 | All | 1 | 1 | 0 | 1-Apr-18 | 1-Jun-18 | 30-Jun-18 |
514 | 28-Jun-18 | 26-Jun-18 | 29-Jun-18 | 2-Jul-18 | 21-Aug-18 | All | 1 | 1 | 1 | 1-May-18 | 1-Jul-18 | 31-Jul-18 |
515 | 29-Jun-18 | 27-Jun-18 | 2-Jul-18 | 3-Jul-18 | 21-Aug-18 | All | 2 | 1 | 1 | 1-May-18 | 1-Jul-18 | 31-Jul-18 |
516 | 2-Jul-18 | 28-Jun-18 | 3-Jul-18 | 5-Jul-18 | 21-Aug-18 | All | 1 | 1 | 1 | 1-May-18 | 1-Jul-18 | 31-Jul-18 |
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
517 | 3-Jul-18 | 29-Jun-18 | 5-Jul-18 | 6-Jul-18 | 21-Aug-18 | All | 1 | 1 | 1 | 1-May-18 | 1-Jul-18 | 31-Jul-18 |
518 | 3-Jul-18 | 30-Jun-18 | 5-Jul-18 | 6-Jul-18 | 21-Aug-18 | All | 1 | 1 | 1 | 1-May-18 | 1-Jul-18 | 31-Jul-18 |
519 | 0-Xxx-00 | 0-Xxx-00 | 0-Xxx-00 | 0-Xxx-00 | 21-Aug-18 | All | 1 | 1 | 0 | 1-May-18 | 1-Jul-18 | 31-Jul-18 |
520 | 0-Xxx-00 | 0-Xxx-00 | 0-Xxx-00 | 0-Xxx-00 | 21-Aug-18 | All | 1 | 1 | 0 | 1-May-18 | 1-Jul-18 | 31-Jul-18 |
521 | 6-Jul-18 | 3-Jul-18 | 9-Jul-18 | 10-Jul-18 | 21-Aug-18 | All | 0.5 | 1 | 0 | 1-May-18 | 1-Jul-18 | 31-Jul-18 |
522 | 6-Jul-18 | 4-Jul-18 | 9-Jul-18 | 10-Jul-18 | 21-Aug-18 | All | 0.5 | 1 | 0 | 1-May-18 | 1-Jul-18 | 31-Jul-18 |
523 | 9-Jul-18 | 5-Jul-18 | 10-Jul-18 | 11-Jul-18 | 21-Aug-18 | All | 1 | 1 | 0 | 1-May-18 | 1-Jul-18 | 31-Jul-18 |
524 | 10-Jul-18 | 6-Jul-18 | 11-Jul-18 | 12-Jul-18 | 21-Aug-18 | All | 1 | 1 | 0 | 1-May-18 | 1-Jul-18 | 31-Jul-18 |
525 | 10-Jul-18 | 7-Jul-18 | 11-Jul-18 | 12-Jul-18 | 21-Aug-18 | All | 1 | 1 | 0 | 1-May-18 | 1-Jul-18 | 31-Jul-18 |
526 | 10-Jul-18 | 8-Jul-18 | 11-Jul-18 | 12-Jul-18 | 21-Aug-18 | All | 1 | 1 | 0 | 1-May-18 | 1-Jul-18 | 31-Jul-18 |
527 | 11-Jul-18 | 9-Jul-18 | 12-Jul-18 | 13-Jul-18 | 21-Aug-18 | All | 1 | 1 | 0 | 1-May-18 | 1-Jul-18 | 31-Jul-18 |
528 | 12-Jul-18 | 10-Jul-18 | 13-Jul-18 | 16-Jul-18 | 21-Aug-18 | All | 1 | 1 | 0 | 1-May-18 | 1-Jul-18 | 31-Jul-18 |
529 | 13-Jul-18 | 11-Jul-18 | 16-Jul-18 | 17-Jul-18 | 21-Aug-18 | All | 1 | 1 | 0 | 1-May-18 | 1-Jul-18 | 31-Jul-18 |
530 | 16-Jul-18 | 12-Jul-18 | 17-Jul-18 | 18-Jul-18 | 21-Aug-18 | All | 1 | 1 | 0 | 1-May-18 | 1-Jul-18 | 31-Jul-18 |
531 | 17-Jul-18 | 13-Jul-18 | 18-Jul-18 | 19-Jul-18 | 21-Aug-18 | All | 1 | 1 | 0 | 1-May-18 | 1-Jul-18 | 31-Jul-18 |
532 | 17-Jul-18 | 14-Jul-18 | 18-Jul-18 | 19-Jul-18 | 21-Aug-18 | All | 1 | 1 | 0 | 1-May-18 | 1-Jul-18 | 31-Jul-18 |
533 | 17-Jul-18 | 15-Jul-18 | 18-Jul-18 | 19-Jul-18 | 21-Aug-18 | All | 1 | 1 | 0 | 1-May-18 | 1-Jul-18 | 31-Jul-18 |
534 | 18-Jul-18 | 16-Jul-18 | 19-Jul-18 | 20-Jul-18 | 21-Aug-18 | All | 1 | 1 | 0 | 1-May-18 | 1-Jul-18 | 31-Jul-18 |
535 | 19-Jul-18 | 17-Jul-18 | 20-Jul-18 | 23-Jul-18 | 21-Aug-18 | All | 1 | 1 | 0 | 1-May-18 | 1-Jul-18 | 31-Jul-18 |
536 | 20-Jul-18 | 18-Jul-18 | 23-Jul-18 | 24-Jul-18 | 21-Aug-18 | All | 1 | 1 | 0 | 1-May-18 | 1-Jul-18 | 31-Jul-18 |
537 | 23-Jul-18 | 19-Jul-18 | 24-Jul-18 | 25-Jul-18 | 21-Aug-18 | All | 1 | 1 | 0 | 1-May-18 | 1-Jul-18 | 31-Jul-18 |
538 | 24-Jul-18 | 20-Jul-18 | 25-Jul-18 | 26-Jul-18 | 21-Aug-18 | All | 1 | 1 | 0 | 1-May-18 | 1-Jul-18 | 31-Jul-18 |
539 | 24-Jul-18 | 21-Jul-18 | 25-Jul-18 | 26-Jul-18 | 21-Aug-18 | All | 1 | 1 | 0 | 1-May-18 | 1-Jul-18 | 31-Jul-18 |
540 | 24-Jul-18 | 22-Jul-18 | 25-Jul-18 | 26-Jul-18 | 21-Aug-18 | All | 1 | 1 | 0 | 1-May-18 | 1-Jul-18 | 31-Jul-18 |
541 | 25-Jul-18 | 23-Jul-18 | 26-Jul-18 | 27-Jul-18 | 21-Aug-18 | All | 1 | 1 | 0 | 1-May-18 | 1-Jul-18 | 31-Jul-18 |
542 | 26-Jul-18 | 24-Jul-18 | 27-Jul-18 | 30-Jul-18 | 21-Aug-18 | All | 1 | 1 | 0 | 1-May-18 | 1-Jul-18 | 31-Jul-18 |
543 | 27-Jul-18 | 25-Jul-18 | 30-Jul-18 | 31-Jul-18 | 21-Aug-18 | All | 1 | 1 | 0 | 1-May-18 | 1-Jul-18 | 31-Jul-18 |
544 | 30-Jul-18 | 26-Jul-18 | 31-Jul-18 | 1-Aug-18 | 24-Sep-18 | All | 1 | 1 | 1 | 1-Jun-18 | 1-Aug-18 | 31-Aug-18 |
545 | 31-Jul-18 | 27-Jul-18 | 1-Aug-18 | 2-Aug-18 | 24-Sep-18 | All | 1 | 1 | 1 | 1-Jun-18 | 1-Aug-18 | 31-Aug-18 |
546 | 31-Jul-18 | 28-Jul-18 | 1-Aug-18 | 2-Aug-18 | 24-Sep-18 | All | 1 | 1 | 1 | 1-Jun-18 | 1-Aug-18 | 31-Aug-18 |
547 | 31-Jul-18 | 29-Jul-18 | 1-Aug-18 | 2-Aug-18 | 24-Sep-18 | All | 1 | 1 | 1 | 1-Jun-18 | 1-Aug-18 | 31-Aug-18 |
548 | 1-Aug-18 | 30-Jul-18 | 2-Aug-18 | 3-Aug-18 | 24-Sep-18 | All | 1 | 1 | 1 | 1-Jun-18 | 1-Aug-18 | 31-Aug-18 |
549 | 2-Aug-18 | 31-Jul-18 | 3-Aug-18 | 6-Aug-18 | 24-Sep-18 | All | 1 | 1 | 1 | 1-Jun-18 | 1-Aug-18 | 31-Aug-18 |
550 | 3-Aug-18 | 1-Aug-18 | 6-Aug-18 | 7-Aug-18 | 24-Sep-18 | All | 1 | 1 | 0 | 1-Jun-18 | 1-Aug-18 | 31-Aug-18 |
551 | 6-Aug-18 | 2-Aug-18 | 7-Aug-18 | 8-Aug-18 | 24-Sep-18 | All | 1 | 1 | 0 | 1-Jun-18 | 1-Aug-18 | 31-Aug-18 |
552 | 7-Aug-18 | 3-Aug-18 | 8-Aug-18 | 9-Aug-18 | 24-Sep-18 | All | 1 | 1 | 0 | 1-Jun-18 | 1-Aug-18 | 31-Aug-18 |
553 | 7-Aug-18 | 4-Aug-18 | 8-Aug-18 | 9-Aug-18 | 24-Sep-18 | All | 1 | 1 | 0 | 1-Jun-18 | 1-Aug-18 | 31-Aug-18 |
554 | 7-Aug-18 | 5-Aug-18 | 8-Aug-18 | 9-Aug-18 | 24-Sep-18 | All | 1 | 1 | 0 | 1-Jun-18 | 1-Aug-18 | 31-Aug-18 |
555 | 8-Aug-18 | 6-Aug-18 | 9-Aug-18 | 10-Aug-18 | 24-Sep-18 | All | 1 | 1 | 0 | 1-Jun-18 | 1-Aug-18 | 31-Aug-18 |
556 | 9-Aug-18 | 7-Aug-18 | 10-Aug-18 | 13-Aug-18 | 24-Sep-18 | All | 1 | 1 | 0 | 1-Jun-18 | 1-Aug-18 | 31-Aug-18 |
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
557 | 10-Aug-18 | 8-Aug-18 | 13-Aug-18 | 14-Aug-18 | 24-Sep-18 | All | 1 | 1 | 0 | 1-Jun-18 | 1-Aug-18 | 31-Aug-18 |
558 | 13-Aug-18 | 9-Aug-18 | 14-Aug-18 | 15-Aug-18 | 24-Sep-18 | All | 1 | 1 | 0 | 1-Jun-18 | 1-Aug-18 | 31-Aug-18 |
559 | 14-Aug-18 | 10-Aug-18 | 15-Aug-18 | 16-Aug-18 | 24-Sep-18 | All | 1 | 1 | 0 | 1-Jun-18 | 1-Aug-18 | 31-Aug-18 |
560 | 14-Aug-18 | 11-Aug-18 | 15-Aug-18 | 16-Aug-18 | 24-Sep-18 | All | 1 | 1 | 0 | 1-Jun-18 | 1-Aug-18 | 31-Aug-18 |
561 | 14-Aug-18 | 12-Aug-18 | 15-Aug-18 | 16-Aug-18 | 24-Sep-18 | All | 1 | 1 | 0 | 1-Jun-18 | 1-Aug-18 | 31-Aug-18 |
562 | 15-Aug-18 | 13-Aug-18 | 16-Aug-18 | 17-Aug-18 | 24-Sep-18 | All | 1 | 1 | 0 | 1-Jun-18 | 1-Aug-18 | 31-Aug-18 |
563 | 16-Aug-18 | 14-Aug-18 | 17-Aug-18 | 20-Aug-18 | 24-Sep-18 | All | 1 | 1 | 0 | 1-Jun-18 | 1-Aug-18 | 31-Aug-18 |
564 | 17-Aug-18 | 15-Aug-18 | 20-Aug-18 | 21-Aug-18 | 24-Sep-18 | All | 1 | 1 | 0 | 1-Jun-18 | 1-Aug-18 | 31-Aug-18 |
565 | 20-Aug-18 | 16-Aug-18 | 21-Aug-18 | 22-Aug-18 | 24-Sep-18 | All | 1 | 1 | 0 | 1-Jun-18 | 1-Aug-18 | 31-Aug-18 |
566 | 21-Aug-18 | 17-Aug-18 | 22-Aug-18 | 23-Aug-18 | 24-Sep-18 | All | 1 | 1 | 0 | 1-Jun-18 | 1-Aug-18 | 31-Aug-18 |
567 | 21-Aug-18 | 18-Aug-18 | 22-Aug-18 | 23-Aug-18 | 24-Sep-18 | All | 1 | 1 | 0 | 1-Jun-18 | 1-Aug-18 | 31-Aug-18 |
568 | 21-Aug-18 | 19-Aug-18 | 22-Aug-18 | 23-Aug-18 | 24-Sep-18 | All | 1 | 1 | 0 | 1-Jun-18 | 1-Aug-18 | 31-Aug-18 |
569 | 22-Aug-18 | 20-Aug-18 | 23-Aug-18 | 24-Aug-18 | 24-Sep-18 | All | 1 | 1 | 0 | 1-Jun-18 | 1-Aug-18 | 31-Aug-18 |
570 | 23-Aug-18 | 21-Aug-18 | 24-Aug-18 | 27-Aug-18 | 24-Sep-18 | All | 1 | 1 | 0 | 1-Jun-18 | 1-Aug-18 | 31-Aug-18 |
571 | 24-Aug-18 | 22-Aug-18 | 27-Aug-18 | 28-Aug-18 | 24-Sep-18 | All | 1 | 1 | 0 | 1-Jun-18 | 1-Aug-18 | 31-Aug-18 |
572 | 27-Aug-18 | 23-Aug-18 | 28-Aug-18 | 29-Aug-18 | 24-Sep-18 | All | 1 | 1 | 0 | 1-Jun-18 | 1-Aug-18 | 31-Aug-18 |
573 | 28-Aug-18 | 24-Aug-18 | 29-Aug-18 | 30-Aug-18 | 24-Sep-18 | All | 1.33333333 | 0.25 | 0 | 1-Jun-18 | 1-Aug-18 | 31-Aug-18 |
574 | 28-Aug-18 | 25-Aug-18 | 29-Aug-18 | 30-Aug-18 | 24-Sep-18 | All | 1.33333333 | 0.25 | 0 | 1-Jun-18 | 1-Aug-18 | 31-Aug-18 |
575 | 28-Aug-18 | 26-Aug-18 | 29-Aug-18 | 30-Aug-18 | 24-Sep-18 | All | 1.33333333 | 0.25 | 0 | 1-Jun-18 | 1-Aug-18 | 31-Aug-18 |
576 | 28-Aug-18 | 24-Aug-18 | 29-Aug-18 | 30-Aug-18 | 22-Oct-18 | All | 1.33333333 | 0.75 | 0 | 1-Jun-18 | 1-Sep-18 | 30-Sep-18 |
577 | 28-Aug-18 | 25-Aug-18 | 29-Aug-18 | 30-Aug-18 | 22-Oct-18 | All | 1.33333333 | 0.75 | 0 | 1-Jun-18 | 1-Sep-18 | 30-Sep-18 |
578 | 28-Aug-18 | 26-Aug-18 | 29-Aug-18 | 30-Aug-18 | 22-Oct-18 | All | 1.33333333 | 0.75 | 0 | 1-Jun-18 | 1-Sep-18 | 30-Sep-18 |
579 | 29-Aug-18 | 27-Aug-18 | 30-Aug-18 | 31-Aug-18 | 24-Sep-18 | All | 1 | 1 | 0 | 1-Jun-18 | 1-Aug-18 | 31-Aug-18 |
580 | 30-Aug-18 | 28-Aug-18 | 31-Aug-18 | 4-Sep-18 | 22-Oct-18 | All | 1 | 1 | 1 | 1-Jul-18 | 1-Sep-18 | 30-Sep-18 |
581 | 31-Aug-18 | 29-Aug-18 | 4-Sep-18 | 5-Sep-18 | 22-Oct-18 | All | 1 | 1 | 1 | 1-Jul-18 | 1-Sep-18 | 30-Sep-18 |
582 | 4-Sep-18 | 30-Aug-18 | 5-Sep-18 | 6-Sep-18 | 22-Oct-18 | All | 0.75 | 1 | 1 | 1-Jul-18 | 1-Sep-18 | 30-Sep-18 |
583 | 5-Sep-18 | 31-Aug-18 | 6-Sep-18 | 7-Sep-18 | 22-Oct-18 | All | 0.75 | 1 | 1 | 1-Jul-18 | 1-Sep-18 | 30-Sep-18 |
584 | 5-Sep-18 | 1-Sep-18 | 6-Sep-18 | 7-Sep-18 | 22-Oct-18 | All | 0.75 | 1 | 0 | 1-Jul-18 | 1-Sep-18 | 30-Sep-18 |
585 | 5-Sep-18 | 2-Sep-18 | 6-Sep-18 | 7-Sep-18 | 22-Oct-18 | All | 0.75 | 1 | 0 | 1-Jul-18 | 1-Sep-18 | 30-Sep-18 |
586 | 5-Sep-18 | 3-Sep-18 | 6-Sep-18 | 7-Sep-18 | 22-Oct-18 | All | 1 | 1 | 0 | 1-Jul-18 | 1-Sep-18 | 30-Sep-18 |
587 | 6-Sep-18 | 4-Sep-18 | 7-Sep-18 | 10-Sep-18 | 22-Oct-18 | All | 1 | 1 | 0 | 1-Jul-18 | 1-Sep-18 | 30-Sep-18 |
588 | 7-Sep-18 | 5-Sep-18 | 10-Sep-18 | 11-Sep-18 | 22-Oct-18 | All | 1 | 1 | 0 | 1-Jul-18 | 1-Sep-18 | 30-Sep-18 |
589 | 10-Sep-18 | 6-Sep-18 | 11-Sep-18 | 12-Sep-18 | 22-Oct-18 | All | 1 | 1 | 0 | 1-Jul-18 | 1-Sep-18 | 30-Sep-18 |
590 | 11-Sep-18 | 7-Sep-18 | 12-Sep-18 | 13-Sep-18 | 22-Oct-18 | All | 1 | 1 | 0 | 1-Jul-18 | 1-Sep-18 | 30-Sep-18 |
591 | 11-Sep-18 | 8-Sep-18 | 12-Sep-18 | 13-Sep-18 | 22-Oct-18 | All | 1 | 1 | 0 | 1-Jul-18 | 1-Sep-18 | 30-Sep-18 |
592 | 11-Sep-18 | 9-Sep-18 | 12-Sep-18 | 13-Sep-18 | 22-Oct-18 | All | 1 | 1 | 0 | 1-Jul-18 | 1-Sep-18 | 30-Sep-18 |
593 | 12-Sep-18 | 10-Sep-18 | 13-Sep-18 | 14-Sep-18 | 22-Oct-18 | All | 1 | 1 | 0 | 1-Jul-18 | 1-Sep-18 | 30-Sep-18 |
594 | 13-Sep-18 | 11-Sep-18 | 14-Sep-18 | 17-Sep-18 | 22-Oct-18 | All | 1 | 1 | 0 | 1-Jul-18 | 1-Sep-18 | 30-Sep-18 |
595 | 14-Sep-18 | 12-Sep-18 | 17-Sep-18 | 18-Sep-18 | 22-Oct-18 | All | 1 | 1 | 0 | 1-Jul-18 | 1-Sep-18 | 30-Sep-18 |
596 | 17-Sep-18 | 13-Sep-18 | 18-Sep-18 | 19-Sep-18 | 22-Oct-18 | All | 1 | 1 | 0 | 1-Jul-18 | 1-Sep-18 | 30-Sep-18 |
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
597 | 18-Sep-18 | 14-Sep-18 | 19-Sep-18 | 20-Sep-18 | 22-Oct-18 | All | 1 | 1 | 0 | 1-Jul-18 | 1-Sep-18 | 30-Sep-18 |
598 | 18-Sep-18 | 15-Sep-18 | 19-Sep-18 | 20-Sep-18 | 22-Oct-18 | All | 1 | 1 | 0 | 1-Jul-18 | 1-Sep-18 | 30-Sep-18 |
599 | 18-Sep-18 | 16-Sep-18 | 19-Sep-18 | 20-Sep-18 | 22-Oct-18 | All | 1 | 1 | 0 | 1-Jul-18 | 1-Sep-18 | 30-Sep-18 |
600 | 19-Sep-18 | 17-Sep-18 | 20-Sep-18 | 21-Sep-18 | 22-Oct-18 | All | 1 | 1 | 0 | 1-Jul-18 | 1-Sep-18 | 30-Sep-18 |
601 | 20-Sep-18 | 18-Sep-18 | 21-Sep-18 | 24-Sep-18 | 22-Oct-18 | All | 1 | 1 | 0 | 1-Jul-18 | 1-Sep-18 | 30-Sep-18 |
602 | 21-Sep-18 | 19-Sep-18 | 24-Sep-18 | 25-Sep-18 | 22-Oct-18 | All | 1 | 1 | 0 | 1-Jul-18 | 1-Sep-18 | 30-Sep-18 |
603 | 24-Sep-18 | 20-Sep-18 | 25-Sep-18 | 26-Sep-18 | 22-Oct-18 | All | 1 | 1 | 0 | 1-Jul-18 | 1-Sep-18 | 30-Sep-18 |
604 | 25-Sep-18 | 21-Sep-18 | 26-Sep-18 | 27-Sep-18 | 22-Oct-18 | All | 1 | 1 | 0 | 1-Jul-18 | 1-Sep-18 | 30-Sep-18 |
605 | 25-Sep-18 | 22-Sep-18 | 26-Sep-18 | 27-Sep-18 | 22-Oct-18 | All | 1 | 1 | 0 | 1-Jul-18 | 1-Sep-18 | 30-Sep-18 |
606 | 25-Sep-18 | 23-Sep-18 | 26-Sep-18 | 27-Sep-18 | 22-Oct-18 | All | 1 | 1 | 0 | 1-Jul-18 | 1-Sep-18 | 30-Sep-18 |
607 | 26-Sep-18 | 24-Sep-18 | 27-Sep-18 | 28-Sep-18 | 22-Oct-18 | All | 1 | 1 | 0 | 1-Jul-18 | 1-Sep-18 | 30-Sep-18 |
608 | 27-Sep-18 | 25-Sep-18 | 28-Sep-18 | 1-Oct-18 | 23-Nov-18 | All | 1 | 1 | 1 | 1-Aug-18 | 1-Oct-18 | 31-Oct-18 |
609 | 28-Sep-18 | 26-Sep-18 | 1-Oct-18 | 2-Oct-18 | 23-Nov-18 | All | 1 | 1 | 1 | 1-Aug-18 | 1-Oct-18 | 31-Oct-18 |
610 | 1-Oct-18 | 27-Sep-18 | 2-Oct-18 | 3-Oct-18 | 23-Nov-18 | All | 1 | 1 | 1 | 1-Aug-18 | 1-Oct-18 | 31-Oct-18 |
611 | 2-Oct-18 | 28-Sep-18 | 3-Oct-18 | 4-Oct-18 | 23-Nov-18 | All | 1.33333333 | 1 | 1 | 1-Aug-18 | 1-Oct-18 | 31-Oct-18 |
612 | 2-Oct-18 | 29-Sep-18 | 3-Oct-18 | 4-Oct-18 | 23-Nov-18 | All | 1.33333333 | 1 | 1 | 1-Aug-18 | 1-Oct-18 | 31-Oct-18 |
613 | 2-Oct-18 | 30-Sep-18 | 3-Oct-18 | 4-Oct-18 | 23-Nov-18 | All | 1.33333333 | 1 | 1 | 1-Aug-18 | 1-Oct-18 | 31-Oct-18 |
614 | 3-Oct-18 | 1-Oct-18 | 4-Oct-18 | 5-Oct-18 | 23-Nov-18 | All | 1 | 1 | 0 | 1-Aug-18 | 1-Oct-18 | 31-Oct-18 |
615 | 4-Oct-18 | 2-Oct-18 | 5-Oct-18 | 9-Oct-18 | 23-Nov-18 | All | 1 | 1 | 0 | 1-Aug-18 | 1-Oct-18 | 31-Oct-18 |
616 | 5-Oct-18 | 3-Oct-18 | 9-Oct-18 | 10-Oct-18 | 23-Nov-18 | All | 1 | 1 | 0 | 1-Aug-18 | 1-Oct-18 | 31-Oct-18 |
617 | 9-Oct-18 | 4-Oct-18 | 10-Oct-18 | 11-Oct-18 | 23-Nov-18 | All | 1 | 1 | 0 | 1-Aug-18 | 1-Oct-18 | 31-Oct-18 |
618 | 10-Oct-18 | 5-Oct-18 | 11-Oct-18 | 12-Oct-18 | 23-Nov-18 | All | 0.75 | 1 | 0 | 1-Aug-18 | 1-Oct-18 | 31-Oct-18 |
619 | 10-Oct-18 | 6-Oct-18 | 11-Oct-18 | 12-Oct-18 | 23-Nov-18 | All | 0.75 | 1 | 0 | 1-Aug-18 | 1-Oct-18 | 31-Oct-18 |
620 | 10-Oct-18 | 7-Oct-18 | 11-Oct-18 | 12-Oct-18 | 23-Nov-18 | All | 0.75 | 1 | 0 | 1-Aug-18 | 1-Oct-18 | 31-Oct-18 |
621 | 10-Oct-18 | 8-Oct-18 | 11-Oct-18 | 12-Oct-18 | 23-Nov-18 | All | 0.75 | 1 | 0 | 1-Aug-18 | 1-Oct-18 | 31-Oct-18 |
622 | 11-Oct-18 | 9-Oct-18 | 12-Oct-18 | 15-Oct-18 | 23-Nov-18 | All | 1 | 1 | 0 | 1-Aug-18 | 1-Oct-18 | 31-Oct-18 |
623 | 12-Oct-18 | 10-Oct-18 | 15-Oct-18 | 16-Oct-18 | 23-Nov-18 | All | 1 | 1 | 0 | 1-Aug-18 | 1-Oct-18 | 31-Oct-18 |
624 | 15-Oct-18 | 11-Oct-18 | 16-Oct-18 | 17-Oct-18 | 23-Nov-18 | All | 1 | 1 | 0 | 1-Aug-18 | 1-Oct-18 | 31-Oct-18 |
625 | 16-Oct-18 | 12-Oct-18 | 17-Oct-18 | 18-Oct-18 | 23-Nov-18 | All | 1 | 1 | 0 | 1-Aug-18 | 1-Oct-18 | 31-Oct-18 |
626 | 16-Oct-18 | 13-Oct-18 | 17-Oct-18 | 18-Oct-18 | 23-Nov-18 | All | 1 | 1 | 0 | 1-Aug-18 | 1-Oct-18 | 31-Oct-18 |
627 | 16-Oct-18 | 14-Oct-18 | 17-Oct-18 | 18-Oct-18 | 23-Nov-18 | All | 1 | 1 | 0 | 1-Aug-18 | 1-Oct-18 | 31-Oct-18 |
628 | 17-Oct-18 | 15-Oct-18 | 18-Oct-18 | 19-Oct-18 | 23-Nov-18 | All | 1 | 1 | 0 | 1-Aug-18 | 1-Oct-18 | 31-Oct-18 |
629 | 18-Oct-18 | 16-Oct-18 | 19-Oct-18 | 22-Oct-18 | 23-Nov-18 | All | 1 | 1 | 0 | 1-Aug-18 | 1-Oct-18 | 31-Oct-18 |
630 | 19-Oct-18 | 17-Oct-18 | 22-Oct-18 | 23-Oct-18 | 23-Nov-18 | All | 1 | 1 | 0 | 1-Aug-18 | 1-Oct-18 | 31-Oct-18 |
631 | 22-Oct-18 | 18-Oct-18 | 23-Oct-18 | 24-Oct-18 | 23-Nov-18 | All | 1 | 1 | 0 | 1-Aug-18 | 1-Oct-18 | 31-Oct-18 |
632 | 23-Oct-18 | 19-Oct-18 | 24-Oct-18 | 25-Oct-18 | 23-Nov-18 | All | 1 | 1 | 0 | 1-Aug-18 | 1-Oct-18 | 31-Oct-18 |
633 | 23-Oct-18 | 20-Oct-18 | 24-Oct-18 | 25-Oct-18 | 23-Nov-18 | All | 1 | 1 | 0 | 1-Aug-18 | 1-Oct-18 | 31-Oct-18 |
634 | 23-Oct-18 | 21-Oct-18 | 24-Oct-18 | 25-Oct-18 | 23-Nov-18 | All | 1 | 1 | 0 | 1-Aug-18 | 1-Oct-18 | 31-Oct-18 |
635 | 24-Oct-18 | 22-Oct-18 | 25-Oct-18 | 26-Oct-18 | 23-Nov-18 | All | 1 | 1 | 0 | 1-Aug-18 | 1-Oct-18 | 31-Oct-18 |
636 | 25-Oct-18 | 23-Oct-18 | 26-Oct-18 | 29-Oct-18 | 23-Nov-18 | All | 1 | 1 | 0 | 1-Aug-18 | 1-Oct-18 | 31-Oct-18 |
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
637 | 26-Oct-18 | 24-Oct-18 | 29-Oct-18 | 30-Oct-18 | 23-Nov-18 | All | 1 | 1 | 0 | 1-Aug-18 | 1-Oct-18 | 31-Oct-18 |
638 | 29-Oct-18 | 25-Oct-18 | 30-Oct-18 | 31-Oct-18 | 23-Nov-18 | All | 1 | 1 | 0 | 1-Aug-18 | 1-Oct-18 | 31-Oct-18 |
639 | 30-Oct-18 | 26-Oct-18 | 31-Oct-18 | 1-Nov-18 | 21-Dec-18 | All | 1 | 1 | 1 | 1-Sep-18 | 1-Nov-18 | 30-Nov-18 |
640 | 30-Oct-18 | 27-Oct-18 | 31-Oct-18 | 1-Nov-18 | 21-Dec-18 | All | 1 | 1 | 1 | 1-Sep-18 | 1-Nov-18 | 30-Nov-18 |
641 | 30-Oct-18 | 28-Oct-18 | 31-Oct-18 | 1-Nov-18 | 21-Dec-18 | All | 1 | 1 | 1 | 1-Sep-18 | 1-Nov-18 | 30-Nov-18 |
642 | 31-Oct-18 | 29-Oct-18 | 1-Nov-18 | 2-Nov-18 | 21-Dec-18 | All | 1 | 1 | 1 | 1-Sep-18 | 1-Nov-18 | 30-Nov-18 |
643 | 0-Xxx-00 | 00-Xxx-00 | 0-Xxx-00 | 0-Xxx-00 | 21-Dec-18 | All | 1 | 1 | 1 | 1-Sep-18 | 1-Nov-18 | 30-Nov-18 |
644 | 0-Xxx-00 | 00-Xxx-00 | 0-Xxx-00 | 0-Xxx-00 | 21-Dec-18 | All | 1 | 1 | 1 | 1-Sep-18 | 1-Nov-18 | 30-Nov-18 |
645 | 0-Xxx-00 | 0-Xxx-00 | 0-Xxx-00 | 0-Xxx-00 | 21-Dec-18 | All | 1 | 1 | 0 | 1-Sep-18 | 1-Nov-18 | 30-Nov-18 |
646 | 0-Xxx-00 | 0-Xxx-00 | 0-Xxx-00 | 0-Xxx-00 | 21-Dec-18 | All | 1 | 1 | 0 | 1-Sep-18 | 1-Nov-18 | 30-Nov-18 |
647 | 0-Xxx-00 | 0-Xxx-00 | 0-Xxx-00 | 0-Xxx-00 | 21-Dec-18 | All | 1 | 1 | 0 | 1-Sep-18 | 1-Nov-18 | 30-Nov-18 |
648 | 0-Xxx-00 | 0-Xxx-00 | 0-Xxx-00 | 0-Xxx-00 | 21-Dec-18 | All | 1 | 1 | 0 | 1-Sep-18 | 1-Nov-18 | 30-Nov-18 |
649 | 0-Xxx-00 | 0-Xxx-00 | 0-Xxx-00 | 0-Xxx-00 | 21-Dec-18 | All | 1 | 1 | 0 | 1-Sep-18 | 1-Nov-18 | 30-Nov-18 |
650 | 0-Xxx-00 | 0-Xxx-00 | 0-Xxx-00 | 00-Xxx-00 | 21-Dec-18 | All | 1 | 1 | 0 | 1-Sep-18 | 1-Nov-18 | 30-Nov-18 |
651 | 0-Xxx-00 | 0-Xxx-00 | 00-Xxx-00 | 00-Xxx-00 | 21-Dec-18 | All | 1 | 1 | 0 | 1-Sep-18 | 1-Nov-18 | 30-Nov-18 |
652 | 00-Xxx-00 | 0-Xxx-00 | 00-Xxx-00 | 00-Xxx-00 | 21-Dec-18 | All | 1 | 1 | 0 | 1-Sep-18 | 1-Nov-18 | 30-Nov-18 |
653 | 00-Xxx-00 | 0-Xxx-00 | 00-Xxx-00 | 00-Xxx-00 | 21-Dec-18 | All | 1 | 1 | 0 | 1-Sep-18 | 1-Nov-18 | 30-Nov-18 |
654 | 00-Xxx-00 | 00-Xxx-00 | 00-Xxx-00 | 00-Xxx-00 | 21-Dec-18 | All | 1 | 1 | 0 | 1-Sep-18 | 1-Nov-18 | 30-Nov-18 |
655 | 00-Xxx-00 | 00-Xxx-00 | 00-Xxx-00 | 00-Xxx-00 | 21-Dec-18 | All | 1 | 1 | 0 | 1-Sep-18 | 1-Nov-18 | 30-Nov-18 |
656 | 00-Xxx-00 | 00-Xxx-00 | 00-Xxx-00 | 00-Xxx-00 | 21-Dec-18 | All | 1 | 1 | 0 | 1-Sep-18 | 1-Nov-18 | 30-Nov-18 |
657 | 00-Xxx-00 | 00-Xxx-00 | 00-Xxx-00 | 00-Xxx-00 | 21-Dec-18 | All | 1 | 1 | 0 | 1-Sep-18 | 1-Nov-18 | 30-Nov-18 |
658 | 00-Xxx-00 | 00-Xxx-00 | 00-Xxx-00 | 00-Xxx-00 | 21-Dec-18 | All | 1 | 1 | 0 | 1-Sep-18 | 1-Nov-18 | 30-Nov-18 |
659 | 00-Xxx-00 | 00-Xxx-00 | 00-Xxx-00 | 00-Xxx-00 | 21-Dec-18 | All | 2 | 1 | 0 | 1-Sep-18 | 1-Nov-18 | 30-Nov-18 |
660 | 00-Xxx-00 | 00-Xxx-00 | 00-Xxx-00 | 00-Xxx-00 | 21-Dec-18 | All | 1 | 1 | 0 | 1-Sep-18 | 1-Nov-18 | 30-Nov-18 |
661 | 00-Xxx-00 | 00-Xxx-00 | 00-Xxx-00 | 00-Xxx-00 | 21-Dec-18 | All | 1 | 1 | 0 | 1-Sep-18 | 1-Nov-18 | 30-Nov-18 |
662 | 00-Xxx-00 | 00-Xxx-00 | 00-Xxx-00 | 00-Xxx-00 | 21-Dec-18 | All | 1 | 1 | 0 | 1-Sep-18 | 1-Nov-18 | 30-Nov-18 |
663 | 00-Xxx-00 | 00-Xxx-00 | 00-Xxx-00 | 00-Xxx-00 | 21-Dec-18 | All | 1 | 1 | 0 | 1-Sep-18 | 1-Nov-18 | 30-Nov-18 |
664 | 00-Xxx-00 | 00-Xxx-00 | 00-Xxx-00 | 00-Xxx-00 | 21-Dec-18 | All | 1 | 1 | 0 | 1-Sep-18 | 1-Nov-18 | 30-Nov-18 |
665 | 00-Xxx-00 | 00-Xxx-00 | 00-Xxx-00 | 00-Xxx-00 | 21-Dec-18 | All | 0.5 | 1 | 0 | 1-Sep-18 | 1-Nov-18 | 30-Nov-18 |
666 | 00-Xxx-00 | 00-Xxx-00 | 00-Xxx-00 | 00-Xxx-00 | 21-Dec-18 | All | 0.5 | 1 | 0 | 1-Sep-18 | 1-Nov-18 | 30-Nov-18 |
667 | 00-Xxx-00 | 00-Xxx-00 | 00-Xxx-00 | 00-Xxx-00 | 21-Dec-18 | All | 1 | 0.33333333 | 0 | 1-Sep-18 | 1-Nov-18 | 30-Nov-18 |
668 | 00-Xxx-00 | 00-Xxx-00 | 00-Xxx-00 | 00-Xxx-00 | 21-Dec-18 | All | 1 | 0.33333333 | 0 | 1-Sep-18 | 1-Nov-18 | 30-Nov-18 |
669 | 00-Xxx-00 | 00-Xxx-00 | 00-Xxx-00 | 00-Xxx-00 | 21-Dec-18 | All | 1 | 0.33333333 | 0 | 1-Sep-18 | 1-Nov-18 | 30-Nov-18 |
670 | 00-Xxx-00 | 00-Xxx-00 | 00-Xxx-00 | 00-Xxx-00 | 23-Jan-19 | All | 1 | 0.66666667 | 0 | 1-Sep-18 | 1-Dec-18 | 31-Dec-18 |
671 | 00-Xxx-00 | 00-Xxx-00 | 00-Xxx-00 | 00-Xxx-00 | 23-Jan-19 | All | 1 | 0.66666667 | 0 | 1-Sep-18 | 1-Dec-18 | 31-Dec-18 |
672 | 00-Xxx-00 | 00-Xxx-00 | 00-Xxx-00 | 00-Xxx-00 | 23-Jan-19 | All | 1 | 0.66666667 | 0 | 1-Sep-18 | 1-Dec-18 | 31-Dec-18 |
673 | 00-Xxx-00 | 00-Xxx-00 | 00-Xxx-00 | 00-Xxx-00 | 21-Dec-18 | All | 1 | 1 | 0 | 1-Sep-18 | 1-Nov-18 | 00-Xxx-00 |
000 | 00-Xxx-00 | 00-Xxx-00 | 00-Xxx-00 | 3-Dec-18 | 23-Jan-19 | All | 1 | 1 | 1 | 1-Oct-18 | 1-Dec-18 | 31-Dec-18 |
675 | 30-Nov-18 | 28-Nov-18 | 3-Dec-18 | 4-Dec-18 | 23-Jan-19 | All | 1 | 1 | 1 | 1-Oct-18 | 1-Dec-18 | 31-Dec-18 |
676 | 3-Dec-18 | 29-Nov-18 | 4-Dec-18 | 5-Dec-18 | 23-Jan-19 | All | 1 | 1 | 1 | 1-Oct-18 | 1-Dec-18 | 31-Dec-18 |
NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.
677 | 4-Dec-18 | 30-Nov-18 | 5-Dec-18 | 6-Dec-18 | 23-Jan-19 | All | 1 | 1 | 1 | 1-Oct-18 | 1-Dec-18 | 31-Dec-18 |
678 | 4-Dec-18 | 1-Dec-18 | 5-Dec-18 | 6-Dec-18 | 23-Jan-19 | All | 1 | 1 | 0 | 1-Oct-18 | 1-Dec-18 | 31-Dec-18 |
679 | 4-Dec-18 | 2-Dec-18 | 5-Dec-18 | 6-Dec-18 | 23-Jan-19 | All | 1 | 1 | 0 | 1-Oct-18 | 1-Dec-18 | 31-Dec-18 |
680 | 5-Dec-18 | 3-Dec-18 | 6-Dec-18 | 7-Dec-18 | 23-Jan-19 | All | 1 | 1 | 0 | 1-Oct-18 | 1-Dec-18 | 31-Dec-18 |
681 | 6-Dec-18 | 4-Dec-18 | 7-Dec-18 | 10-Dec-18 | 23-Jan-19 | All | 1 | 1 | 0 | 1-Oct-18 | 1-Dec-18 | 31-Dec-18 |
682 | 7-Dec-18 | 5-Dec-18 | 10-Dec-18 | 11-Dec-18 | 23-Jan-19 | All | 1 | 1 | 0 | 1-Oct-18 | 1-Dec-18 | 31-Dec-18 |
683 | 10-Dec-18 | 6-Dec-18 | 11-Dec-18 | 12-Dec-18 | 23-Jan-19 | All | 1 | 1 | 0 | 1-Oct-18 | 1-Dec-18 | 31-Dec-18 |
684 | 11-Dec-18 | 7-Dec-18 | 12-Dec-18 | 13-Dec-18 | 23-Jan-19 | All | 1 | 1 | 0 | 1-Oct-18 | 1-Dec-18 | 31-Dec-18 |
685 | 11-Dec-18 | 8-Dec-18 | 12-Dec-18 | 13-Dec-18 | 23-Jan-19 | All | 1 | 1 | 0 | 1-Oct-18 | 1-Dec-18 | 31-Dec-18 |
686 | 11-Dec-18 | 9-Dec-18 | 12-Dec-18 | 13-Dec-18 | 23-Jan-19 | All | 1 | 1 | 0 | 1-Oct-18 | 1-Dec-18 | 31-Dec-18 |
687 | 12-Dec-18 | 10-Dec-18 | 13-Dec-18 | 14-Dec-18 | 23-Jan-19 | All | 1 | 1 | 0 | 1-Oct-18 | 1-Dec-18 | 31-Dec-18 |
688 | 13-Dec-18 | 11-Dec-18 | 14-Dec-18 | 17-Dec-18 | 23-Jan-19 | All | 1 | 1 | 0 | 1-Oct-18 | 1-Dec-18 | 31-Dec-18 |
689 | 14-Dec-18 | 12-Dec-18 | 17-Dec-18 | 18-Dec-18 | 23-Jan-19 | All | 1 | 1 | 0 | 1-Oct-18 | 1-Dec-18 | 31-Dec-18 |
690 | 17-Dec-18 | 13-Dec-18 | 18-Dec-18 | 19-Dec-18 | 23-Jan-19 | All | 1 | 1 | 0 | 1-Oct-18 | 1-Dec-18 | 31-Dec-18 |
691 | 18-Dec-18 | 14-Dec-18 | 19-Dec-18 | 20-Dec-18 | 23-Jan-19 | All | 1 | 1 | 0 | 1-Oct-18 | 1-Dec-18 | 31-Dec-18 |
692 | 18-Dec-18 | 15-Dec-18 | 19-Dec-18 | 20-Dec-18 | 23-Jan-19 | All | 1 | 1 | 0 | 1-Oct-18 | 1-Dec-18 | 31-Dec-18 |
693 | 18-Dec-18 | 16-Dec-18 | 19-Dec-18 | 20-Dec-18 | 23-Jan-19 | All | 1 | 1 | 0 | 1-Oct-18 | 1-Dec-18 | 31-Dec-18 |
694 | 19-Dec-18 | 17-Dec-18 | 20-Dec-18 | 21-Dec-18 | 23-Jan-19 | All | 1 | 1 | 0 | 1-Oct-18 | 1-Dec-18 | 31-Dec-18 |
695 | 20-Dec-18 | 18-Dec-18 | 21-Dec-18 | 24-Dec-18 | 23-Jan-19 | All | 2 | 1 |