RAILCAR MANAGEMENT AGREEMENT
THIS
RAILCAR MANAGEMENT AGREEMENT (“Agreement”) is made as of May 7, 2009 by and
between PRYOR CHEMICAL COMPANY (“Seller”) and ▇▇▇▇ NITROGEN COMPANY, LLC
(“Buyer”).
WHEREAS,
Seller and Buyer are parties to the Urea Ammonium Nitrate Purchase and Sale
Agreement dated May 7, 2009 (the “Purchase and Sale Agreement”);
WHEREAS,
in the Purchase and Sale Agreement, the Seller and Buyer agreed that Seller
will, with consultation from Buyer, lease a number of railcars considered by the
parties to be appropriate for the use of Buyer to facilitate deliveries of urea
ammonium nitrate (“Product”) produced at Seller’s chemical plant facility
located at Pryor, Oklahoma (“Seller’s Facility”) to Buyer and its customers
during the term of this Agreement;
WHEREAS,
Seller is the lessee of the railcars more particularly described on the attached
Schedules (defined below) (the “Cars” or singularly, a “Car”); and
WHEREAS,
Seller desires to provide the Cars to Buyer, and Buyer desires to receive and
accept the Cars from Seller, each upon the terms of this Agreement.
NOW,
THEREFORE, in consideration of the covenants, promises and undertakings of the
parties hereto, as hereinafter set forth, the parties hereby agree as
follows:
1. Provision and
Use of Cars.
(a) Grant of Exclusive Rights to
Cars. Except as otherwise provided in Section 1(e) below: (i)
Seller hereby provides to Buyer, and Buyer hereby receives from Seller, the
exclusive right to use the Cars in the manner described in this Section 1 and
(ii) Seller will not, and will not authorize or permit any of its officers,
directors, employees, affiliates, advisors, agents and representatives to,
directly or indirectly, use the Cars without the prior written consent of Buyer,
such consent not to be unreasonably withheld.
(b) Description of
Cars. The Cars provided hereunder shall be insulated,
non-coiled, 20,000-gallon tank railcars or other railcars deemed suitable by
Buyer and Seller for delivery of Product.
(c) Use of Cars. Buyer
shall use the Cars primarily for the transportation of Product and any related
products. Buyer may use the Cars for transportation of other liquid
fertilizer solutions (e.g., 10-34-0, Ammonium Thiosulfate, etc.); provided that (i) all
transportation and cleaning costs related to such other use are timely paid by
Buyer and (ii) the goods transported during such other uses are chemically
compatible to the Product.
(d) Number of
Cars. The parties agree to use objective rail
performance measures provided by Buyer to assist in determining a mutually
agreeable number of Cars. The Cars are more particularly described on
one or more schedules (a “Schedule” or “Schedules”) attached hereto and made a
part of the Agreement, which will be executed from time to time to reflect the
then current description and number of Cars subject to this
Agreement. The parties will use commercially reasonable efforts to
(i) adjust, as necessary, the number of Cars needed by Buyer to facilitate
deliveries of Product to Buyer and its customers during the term of the
Agreement, and will amend the Schedules if both parties agree that such an
adjustment is warranted and (ii) meet either by telephone or in person
each quarter to discuss the issues referred to in clause (i)
above.
(e) Excess
Cars. If Buyer reasonably determines the current number of
Cars exceeds the number of railcars needed to efficiently facilitate deliveries
of Product produced at Seller’s Facility to Buyer and its customers (“Excess
Cars”):
(i) First,
if needed by Buyer, Buyer may use the Excess Cars; provided that Buyer
reimburse Seller for (a) necessary cleaning costs, (b) necessary maintenance
costs incurred by Seller as described in Section 4(a) caused by Buyer’s use of
the Excess Cars, and (c) the actual monthly lease costs incurred by Seller for
each month the Excess Cars are used by Buyer;
(ii) Second,
if Buyer does not use the Excess Cars, and if needed by Seller, Seller may use
the Excess Cars in any manner it deems appropriate and consistent with all
contractual and legal obligations of Seller; and
(iii) Third,
if the Excess Cars are not used by Buyer or Seller as described in Section
1(e)(i) or 1(e)(ii) above, if requested by Seller, Buyer will use commercially
reasonable efforts to assist Seller in (a) subleasing the Excess Cars on terms
reasonably acceptable to Seller whereby Seller will be entitled to all the lease
payments pursuant to such subleases or (b) locating storage for such Excess Cars
as described in Section 4(d) below. Notwithstanding the foregoing,
Buyer shall have no obligation to sublease the Excess Cars from Seller, incur
costs to store the Excess Cars, or incur additional costs related to the Excess
Cars other than as specifically described in Section 1(e)(i) above.
(f) Shortage of Cars.
If Buyer reasonably determines the current number of Cars is insufficient to
efficiently facilitate deliveries of Product produced at Seller’s Facility to
Buyer and its customers, the Buyer shall:
(i) if
available, as determined by Buyer in its sole discretion, use its own railcars
(the “Buyer Cars”) to deliver Product produced at Seller’s Facility to Buyer and
its customers; provided that Seller
reimburse Buyer for (a) necessary cleaning costs and (b) the actual monthly
lease costs incurred by Buyer (which for purposes of this Agreement is $560.00
per month per Car) for each month the Buyer Cars are used by Buyer as described
herein; and
(ii) use
commercially reasonable efforts to assist Seller in leasing or subleasing
additional railcars on terms reasonably acceptable to Seller whereby Seller will
be responsible for all the lease payments and other costs pursuant to such
leases or subleases.
(g) Buyer
Cars. For the avoidance of doubt, the Buyer Cars, if
used as described in Section 1(f), will be considered Cars hereunder for
purposes of Seller’s obligations under Section 3(a)(ii), Section 4(a) and (b),
and Section 7(a). If any Buyer Car is destroyed or damaged, and such
destruction or damage was caused by the negligence or willful misconduct of
Seller, its agents, or contractors, then Seller shall remit to Buyer an amount
calculated pursuant to Rule 107 of the Interchange Rules (as defined below) (as
amended or any successor thereto) within ninety (90) days from the date of the
destruction or damage. Unless otherwise approved in writing by
Seller, the Buyer Cars will have substantially the same characteristics as the
Cars described in Section 1(a).
(h) Reconciliation. Within
twenty (20) days after the end of each quarter, Buyer and Seller shall exchange
information to reconcile the amounts owed by the parties, if any, pursuant to
Section 1(e)(i) and Section 1(f)(i). The amounts owed pursuant to
Section 1(e)(i) and Section 1(f)(i) will be prorated if the use of the Cars by
Buyer, or the use of Buyer Cars by Seller, commences on a day other than the
first day of a month. Each quarter, no amount shall be owing by a
party under Section 1(e)(i) or Section 1(f)(i), as applicable, unless and until
the Reconciled Amount for such quarter exceeds $25,000 in the aggregate, and, in
such event, only to the extent of such excess. The “Reconciled
Amount” equals the amount owed by a party pursuant to Section 1(e)(i) or Section
1(f)(i), as applicable, for the quarter, which shall be net of the amount
owed by the other party pursuant to Section 1(e)(i) or Section 1(f)(i), as
applicable.
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The
following example illustrates the intentions of the parties as to the
computation of the Reconciled Amount: Assume that in the 3rd quarter
of 2010, Seller used fifteen (25) Buyer Cars for 1 full month and the total the
monthly lease costs for such cars was $14,000 ($560 per car x 25 cars
x 1 month). Buyer used ten (10) Excess Cars for 2 full months at a
monthly rate of $500 per car, and the total the monthly lease costs for such
cars was $10,000 ($500 per car x 10 cars x 2
months). Thus, the Reconciled Amount would equal $14,000 – $10,000 =
$4,000, and no payment would be made by either party for such quarter since the
Reconciled Amount did not exceed $25,000.
2. Term.
(a) Commencement and
Expiration. This term of this Agreement shall commence upon
the date first written above. The term of this Agreement shall expire
on the date the Purchase and Sale Agreement expires or is
terminated.
(b) Inspection and
Delivery. Within five (5) days after each Car is
initially placed at the Seller’s Facility, which is served by the Union Pacific
Railroad Company, Seller shall inspect such Car and provide the results of such
inspection to Buyer upon Buyer’s request. No Car shall be accepted by
Seller and delivered to Buyer for its use hereunder unless such car is in good
working order and repair and in compliance with the Interchange Rules (defined
below) and with all other applicable laws, rules, regulations and
statutes. However, the commencement of use of a Car by Buyer shall not be deemed an agreement by
Buyer that such Car is compliant with the Interchange Rules and in
accordance with all other applicable laws, rules, regulations and statutes nor deemed a waiver of Seller’s
obligations under this Agreement to deliver
such cars as described in Section 2(b) above. Seller
shall use commercially reasonable efforts to deliver the Cars to Buyer on or
before the August 1, 2009.
3. Fees
and Expenses for the Cars.
(a) Seller
shall timely pay all of the following with respect to the Cars:
(i) all
rental or lease payments owed on the Cars;
(ii) all
expenses and charges for the movement of each Car to the Seller’s
Facility;
(iii) upon
the expiration or termination of this Agreement, all expenses and charges for
the movement of each Car to the Seller’s Facility;
(iv) except
as specifically described in Section 1(c) or 1(e)(i), all costs to clean the
Cars that are incurred by Buyer;
(v) all
expenses related to the maintenance of the Cars as described in Section 4(a);
and
(vi) all
expenses related to the movement of the Cars to/from a repair
facility.
(b) From
and after the delivery of the Cars to Buyer as described in 2(b) above, Buyer
shall timely pay with respect to the Cars the actual freight rate and other
costs and expenses incurred by Buyer (including fuel surcharges and other
similar costs, but excluding freight charges to and from a repair facility,
which charges shall be paid by Seller) to deliver Product produced at Seller’s
Facility to Buyer and its customers as described in the Purchase and Sale
Agreement; provided, that the
parties acknowledge and agree that such costs will be used in the calculation of
Net Sales Price and Annual Bonus as described in the Purchase and Sale
Agreement.
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(c) Buyer
shall promptly pay to Seller any demurrage on the Cars that Buyer collects from
its customers on sales of Product from Seller’s Facility. Buyer shall
use its reasonable judgment, consistent with its demurrage policy, if any, in
determining whether to charge for or collect any such demurrage.
4. Maintenance
and Storage.
(a) Maintenance By
Seller. Seller shall, at its expense, maintain each Car in
good working order and repair and in accordance with the standards set by the
Interchange Rules and in accordance with all other applicable laws, rules,
regulations, and statutes. “Interchange Rules” mean
collectively the Field Manual of the AAR Interchange Rules and the Office Manual
of the AAR Interchange Rules.
(b) Maintenance by
Buyer. Notwithstanding anything herein to the contrary, in the
event (i) Seller shall fail to perform any maintenance required to be performed
under Subsection 4(a) above within thirty (30) days following written notice
from any rail carrier, railcar owner(s), or from Buyer specifying such repairs,
or (ii) in the case of an emergency, in each case, Buyer may, but shall not be
obligated to, make (or cause to
be made) any such repairs on behalf of Seller and may charge Seller all
costs and expenses incurred by Buyer associated with making such
repairs. Buyer shall, promptly following receipt, furnish Seller with
copies of all invoices, bills and other documentation relating to any
maintenance, repairs or replacements made by Buyer. Seller will pay
Buyer’s invoice for such costs and expenses via wire transfer in immediately
available funds no later than thirty (30) days from the date of Buyer’s invoice
to Seller.
(c) Shopped Cars. In
the event any Car is damaged but not damaged beyond repair, and if the repair of
such damage is not Buyer’s responsibility under this Agreement, then Seller or
Buyer may request, at its option, (i) such Car be moved to a repair facility for
repair or (ii) a rail carrier move such Car to the rail carrier’s repair
facility for repair.
(d) Storage. Seller agrees to provide, at no
cost to Buyer, access to available track within the Seller’s Facility to
temporarily hold the returned empty Cars or temporarily store idle
Cars. If storage space at Seller’s Facility is inadequate or not
available to store such Cars, Seller shall, at its sole cost and expense, timely
procure additional storage space necessary to store such Cars. If
adequate railcar storage space is available at a Buyer owned
production facility, which the availability and duration thereof shall be
determined by Buyer in its sole discretion, it will offer such space to Seller
to temporarily store the Cars at no cost.
5. Modifications. Buyer
will not modify or alter the physical structure of any Car unless Seller has
previously approved the modification or alteration in writing. If any
equipment or appliance on any Car, is required to be changed or replaced or any
additional equipment or appliance is required to be installed on any Car or any
Car is required to be modified or altered, in each case, in order to comply with
changes to the Interchange Rules or any other applicable law, regulation,
requirement or rule (a “Modification”), Buyer may make such Modification at
Seller’s sole cost and expense.
6. Damage
or Casualty.
(a) Casualty Caused by
Buyer. If any Car is destroyed or damaged, and such
destruction or damage was caused by the negligence or willful misconduct of
Buyer or its customers, then Buyer shall promptly notify Seller in writing and
remit to Seller an amount calculated pursuant to Rule 107 of the Interchange
Rules (as amended or any successor thereto) within ninety (90) days from the
date of the destruction or damage. Under such circumstances, Seller
shall be entitled to all casualty proceeds from the Car, but will net such
proceeds from the amount due to Seller under this Section 6(a). Such
Car shall remain subject to the terms of this Agreement, until the date on which
Seller has received the payment described above.
(b) Other
Casualty. If any Car is destroyed or damaged, and such
destruction or damage was not caused by the negligence or willful misconduct of
Buyer or its customers, then Buyer shall promptly notify Seller in writing and
such Car will be removed from the Schedule effective the date such Car was
destroyed or damaged. Under such circumstances, Seller shall be entitled to all
casualty proceeds from the Car.
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7. Compliance.
(a) Compliance by
Seller. Seller will be responsible for compliance with all
applicable laws and regulations related to the Cars and loading of products,
including, without limitation, those related to operations, safety, maintenance,
equipment, size and capacity, and pollution prevention.
(b) Compliance by
Buyer. Buyer agrees that while the Cars are in Buyer’s
possession, custody, or control, the Cars shall be used in compliance with all
applicable laws and regulations.
(c) OT-5
Authority. Buyer will use commercially reasonable
efforts to assist Seller in obtaining the required OT-5 authority to put the
Cars into rail transportation service on the appropriate railroads according to
the rules and procedures governing OT-5 Authority as defined by the Association
of American Railroads or other authority having jurisdiction over the
Cars.
8. Default by
Buyer.
(a) Events of
Default. The occurrence of any of the following events shall
be an Event of Default by Buyer:
(i) the
nonpayment by Buyer of any sum required herein to be paid by Buyer within thirty
(30) days after the date such payment is due;
(ii) the
breach by Buyer of any other term or condition of this Agreement which is not
cured within thirty (30) days after written notice from Seller specifying such
breach; or
(iii) a
default (after giving effect to any applicable requirement of notice and/or
grace) by Buyer under the Purchase and Sale Agreement.
(b) Seller
Remedies. Upon the occurrence of any Event of Default by
Buyer, Seller at its option may exercise any or all of the following rights and
remedies and any additional rights and remedies permitted by law or in
equity:
(i) terminate
this Agreement and recover damages;
(ii) without
terminating this Agreement, immediately discontinue the rights of Buyer to use
the Cars as described herein and require that the Cars be delivered to Seller at
the Seller’s Facility; or
(iii) Set-off
against any amount that the Seller owes to Buyer under the Agreement or Purchase
and Sale Agreement.
The remedies in this Agreement shall
not be deemed exclusive, but shall be cumulative and shall be in addition to all
other remedies existing at law or in equity.
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9. Default by
Seller.
(a) Events of
Default. The occurrence of any of the following events shall
be an Event of Default by Seller:
(i) the
nonpayment by Seller of any sum required herein to be paid by Seller within
thirty (30) days after the date such payment is due;
(ii) the
breach by Seller of any term or condition of this Agreement which is not cured
within thirty (30) days after written notice from Buyer specifying such breach;
or
(iii) a
default (after giving effect to any applicable requirement of notice and/or
grace) by Seller under the Purchase and Sale Agreement.
(b) Buyer
Remedies. Upon the occurrence of any Event of Default by
Seller, Buyer at its option may exercise any or all of the following rights and
remedies and any additional rights and remedies permitted by law or in
equity:
(i) terminate
this Agreement and recover damages;
(ii) without
terminating this Agreement, deliver the Cars to Seller at the Seller’s Facility;
or
(iii) Set-off
against any amount that the Buyer owes to Seller under the Agreement or Purchase
and Sale Agreement.
The
remedies in this Agreement shall not be deemed exclusive, but shall be
cumulative and shall be in addition to all other remedies existing at law or in
equity.
10. Expiration or Other
Termination. At the termination or expiration of the
Agreement, Buyer will facilitate the return of all Cars hereunder to the
Seller’s Facility, or to an alternate location as agreed to by Buyer and
Seller. Buyer will use commercially reasonable efforts to return the
Cars in such a way that transportation costs related to the return of Cars will
be minimized or eliminated. However, all transportation costs related
to the return of the Cars will be paid for by Seller. Buyer shall
return each Car to Seller to the Seller’s Facility or to an alternate location
as agreed to by Buyer and Seller (i) free of all damage caused by the
negligence or willful misconduct of Buyer or its customers, normal wear and tear
excepted and (ii) free of all excess material accumulations or excess
deposits from commodities caused by Buyer’s use of the Car. Seller
may inspect any Car that is returned to it within thirty (30) days after such
return and Buyer shall be entitled to participate in and witness any such
inspection. Buyer agrees to pay Seller, within thirty (30) days of
receipt of an invoice, for all reasonable costs and expenses relating to
repairs, replacements and cleaning for which Buyer is responsible but which were
performed by Seller.
11. Taxes. Seller shall
timely pay all property taxes assessed against or levied upon the Cars and shall
file all property tax returns, as well as all other taxes, duties or government
impositions with respect to the Cars which arise by, through, or under
Buyer. Buyer shall promptly forward to Seller upon receipt of copies
of any correspondence, notifications of proposed assessments and tax bills it
may receive with respect to such property taxes.
12. Governing Law / Venue for
Disputes. The validity, performance, construction, and effect
and all matters arising out of or relating to the Agreement shall be interpreted
in accordance with the laws of the State of New York (U.S.A.), without regard to
its conflicts of law rules. Any action or proceeding between Buyer and Seller
relating to the Agreement shall be commenced and maintained exclusively in the
state or federal courts in the state of Delaware (U.S.A.), and Seller submits
itself unconditionally and irrevocably to the personal jurisdiction of such
courts. BUYER AND
SELLER EACH WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION, CLAIM OR
PROCEEDING RELATING TO THE AGREEMENT.
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13. Successor and
Assigns. The Agreement binds and inures to the benefit of
Buyer and Seller and their respective successors and assigns expressly permitted
by the Agreement. Neither party may assign any interest in, nor delegate any
obligation under the Agreement, by operation of law or otherwise, without the
other party’s prior written consent. Upon any such permitted assignment,
however, the assigning party shall not be relieved of any liability under the
Agreement. Any assignment or attempted assignment in contravention of
the foregoing shall be null and void, and shall be considered a breach of the
Agreement.
14. Amendment. Neither
party shall claim any amendment, modification, or release of any provisions
hereof unless the same is in writing and such writing: (i) specifically refers
to the Agreement; (ii) specifically identifies the term amended; and (iii) is
signed by duly authorized representatives of Seller and Buyer. No
salesperson is authorized to bind either party.
15. Confidentiality. Except
as may be agreed to in writing on a case by case basis or as may be necessary to
perform its obligations herein, during the term and for a period of one (1) year
thereafter, both parties shall maintain in confidence the terms of the Agreement
and all information concerning costs and price to be disclosed in connection
with the other’s performance under the Agreement. Such information
shall be disclosed to no one other than (i) affiliates, employees and
representatives who need to know the same in connection with performance under
the Agreement, and who are advised of the confidential nature of such
information, or (ii) when disclosure is required by law. The
obligations under Section 15 of each party, as recipient, shall not apply to
such information that (a) was or is in the public domain through no fault
of such recipient, (b) was rightfully in recipient's possession free of any
obligation of confidence, (c) was developed by recipient independently of
and without reference to any confidential information communicated to such
recipient by discloser, or (d) was communicated by the discloser to an
unaffiliated third-party free of any obligation of confidence.
16. Limitations. Notwithstanding
anything to the contrary in this Agreement or applicable law, in no event will
either party be liable to the other party for any lost or prospective profits,
indirect, incidental, consequential, special, exemplary or punitive damages,
including, without limitation, lost earnings, lost profits or business
interruption, under any claim, whether based upon a party's negligence, breach
of warranty, strict liability, in tort or any other cause of
action.
17. Independent
Contractors. Buyer and Seller are independent
contractors only and are not partners, master/servant, principal/agent or
involved herein as parties to any other similar legal relationship with respect
to the transactions contemplated under the Agreement or otherwise; and no
fiduciary relationship, nor any other relationship imposing vicarious liability
shall exist between the parties under the Agreement or otherwise at
law.
18. Notices. Any
notice given under the terms of the Agreement shall be in writing and shall be
either delivered by hand; mailed by first class, registered, or certified mail
with return receipt requested and postage prepaid; or sent by facsimile
transmission; or sent prepaid by overnight courier, to the address specified
below or otherwise specified in a notice delivered by a party under this Section
18.
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Buyer:
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Nitrogen Company, LLC
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Attention: ▇▇▇▇▇
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Fax
Number: (▇▇▇) ▇▇▇-▇▇▇▇
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Seller:
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Pryor
Chemical Company
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Attention: ▇▇▇▇▇
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Fax
Number: (▇▇▇) ▇▇▇-▇▇▇▇
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7
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With
a copy to:
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Chemical Company
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Attention: ▇▇▇▇▇
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Fax
Number: (▇▇▇)
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Notice
shall be deemed received upon delivery personally or by fax on a business day of
the recipient with a notice of receipt or within seven (7) days if mailed by
registered or certified mail, return receipt requested.
19. Survivability. The
Agreement, and all covenants, promises, agreements, conditions, warranties,
representations and understandings contained in this Agreement shall survive the
termination or expiration of the term for purposes of enforcement of rights
occurring prior to such termination or expiration.
20. Counterparts. This
Agreement may be executed in any number of counterparts, and such counterparts
together shall constitute one contract.
21. Set-Off. Each party
reserves the right, at any time, to Set-off against any amount that the other
party owes to such party under this Agreement or the Purchase and Sale
Agreement. The party invoking the Set-off shall provide written
notice to the other party prior to doing so. "Set-off" means set-off, offset,
combination of accounts, netting of dollar amounts of monetary obligations,
right of retention or withholding or similar right to which such party is
entitled; provided, that it
arises under this Agreement and/or the Purchase and Sale Agreement.
22. Miscellaneous. The
term "days", as used herein, shall mean calendar days, including Saturdays,
Sundays, and national holidays. The term "business days" shall mean
days other than Saturdays, Sundays and national holidays. The
term “quarter” means a calendar quarter. The captions and section
headings set forth in the Agreement are for convenience only and shall not be
used in defining or construction any of the terms and conditions of the
Agreement. Waiver by either party of any breach of the terms and
conditions contained in the Agreement will not be construed as a waiver of any
other or continuing breach. Any right or remedy specified in the
Agreement shall be in addition to, and not excusive of, any other right or
remedy of under contract, law or equity. The invalidity or unenforceability of
any provision of the Agreement shall not affect the validity or enforceability
of its other provisions. The Agreement is solely for the benefit of
Buyer and Seller and shall not be deemed to confer upon or give to any
third-party any right, claim, cause of action or interest
herein. Nothing in the Agreement shall be construed against either
party as the alleged drafter thereof. No course of dealing, course of
performance, or usage of trade shall be considered in the interpretation or
enforcement of the Agreement. The Agreement contains the entire understanding of
the parties hereto with regard to the subject matter contained herein. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed to be an original, but all of which shall constitute one and the same
agreement.
[signature
page to follow]
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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and year
first above written.
| ▇▇▇▇ NITROGEN COMPANY, LLC | |||
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By:
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| PRYOR CHEMICAL COMPANY | |||
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[SIGNATURE
PAGE TO RAILCAR MANAGEMENT AGREEMENT]
SCHEDULE
NO. ___ TO RAILCAR MANAGEMENT AGREEMENT
Effective this ______ day of
_______________, 200_, this Schedule shall become a part of the Railcar
Management Agreement between Pryor Chemical Company (“Seller”) and ▇▇▇▇ Nitrogen
Company, LLC (“Buyer”), dated May 7, 2009, and the railcars described
herein shall be subject to the terms and conditions in said Railcar Management
Agreement:
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Number
of
Cars
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Type
and Description
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Approximate
Capacity
(gallons)
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Term
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