AMENDED AND RESTATED SUPPLY AND OFFTAKE AGREEMENT dated as of February 1, 2015 between J. ARON & COMPANY and ALON SUPPLY, INC.

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

AMENDED AND RESTATED SUPPLY AND OFFTAKE AGREEMENT

dated as of February 1, 2015

between

X. XXXX & COMPANY

and

ALON SUPPLY, INC.

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

TABLE OF CONTENTS

Page



Article 1	DEFINITIONS AND CONSTRUCTION	1
Article 2	CONDITIONS TO COMMENCEMENT	18
Article 3	TERM OF AGREEMENT	22
Article 4	COMMENCEMENT DATE TRANSFER	23
Article 5	PURCHASE AND SALE OF CRUDE OIL	23
Article 6	PURCHASE PRICE FOR CRUDE OIL	31
Article 7	TARGET INVENTORY LEVELS AND WORKING CAPITAL ADJUSTMENT	32
Article 8	PURCHASE AND DELIVERY OF PRODUCTS	37
Article 9	ANCILLARY COSTS; MONTH END INVENTORY; CERTAIN DISPOSITIONS; TANK MAINTENANCE	39
Article 10	PAYMENT PROVISIONS	42
Article 11	INDEPENDENT INSPECTORS; STANDARDS OF MEASUREMENT	47
Article 12	FINANCIAL INFORMATION; CREDIT SUPPORT; AND ADEQUATE ASSURANCES	47
Article 13	REFINERY TURNAROUND, MAINTENANCE AND CLOSURE	49
Article 14	TAXES	49
Article 15	INSURANCE	50
Article 16	FORCE MAJEURE	52
Article 17	REPRESENTATIONS, WARRANTIES AND COVENANTS	53
Article 18	DEFAULT AND TERMINATION	57
Article 19	SETTLEMENT AT TERMINATION	62
Article 20	INDEMNIFICATION	66
Article 21	LIMITATION ON DAMAGES	67
Article 22	AUDIT AND INSPECTION	68
Article 23	CONFIDENTIALITY	68
Article 24	GOVERNING LAW	69
Article 25	ASSIGNMENT	69
Article 26	NOTICES	70
Article 27	NO WAIVER, CUMULATIVE REMEDIES	70
Article 28	NATURE OF THE TRANSACTION AND RELATIONSHIP OF PARTIES	71
Article 29	MISCELLANEOUS	71

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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
Schedule L	Monthly Working Capital Adjustment
Schedule M	Notices
Schedule N	FIFO Balance Final Settlements
Schedule O	Form of Run-out Report
Schedule P	Pricing Group
Schedule Q	Form of Trade Sheet
Schedule R	Form of Step-Out Inventory Sales Agreement
Schedule S	Form of Refinery Production Volume Report
Schedule T	Excluded Transaction Trade Sheet
Schedule U	[Reserved]
Schedule V	Available Storage or Transportation Arrangements
Schedule W	[Reserved]
Schedule X	Pipeline Systems

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

AMENDED AND RESTATED SUPPLY AND OFFTAKE AGREEMENT

This Amended and Restated Supply and Offtake Agreement (this “Agreement”) is made as of February 1, 2015 (the “Effective Date”), between 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, and Alon Supply, Inc. (the “Company”), a Delaware corporation located at 00000 Xxxx Xxxxxxx Xx., Xxxxx 0000, Xxxxxx, Xxxxx 00000 (each referred to individually as a “Party” or collectively as the “Parties”).

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

WHEREAS, the Company and Xxxx are parties to a Supply and Offtake Agreement, (the “Original Agreement”) dated as of May 30, 2012, pursuant to which Xxxx agreed to deliver crude oil and other petroleum feedstocks to the Company for use at the Refinery and purchase all refined products produced by the Refinery (other than certain excluded products);

WHEREAS, the Parties have entered into various amendments of the Original Agreement;

WHEREAS, the Parties wish to make further amendments to the Original Agreement; and

WHEREAS, the Parties wish to incorporate such further amendments, together with all prior amendments into a single agreement by amending and restating the Original Agreement in its entirety as more specifically set forth herein.

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 agree that the Original Agreement is hereby amended and restated in its entirety as of the date hereof and as follows:

ARTICLE 1

DEFINITIONS AND CONSTRUCTION

1.1 Definitions.

For purposes of this Agreement, including the foregoing recitals, the following terms shall have the meanings indicated below:

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

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“Actual Month End Crude Volume” has the meaning specified in Section 9.2(a).

“Actual Month End Product Volume” has the meaning specified in Section 9.2(a).

“Actual Monthly Crude Run” has the meaning specified in Section 6.4(c).

“Actual Net Crude Consumption” means, for any Delivery Month, the actual number of Crude Oil Barrels run by the Refinery for such Delivery Month minus the number of Other Barrels actually delivered into the Crude Storage Facilities during such Delivery Month.

“Adequate Assurance” has the meaning specified in Section 12.5.

“Adjustment Fee” means the amount set forth as the “Adjustment Fee” in the Fee Letter.

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

“Affected Obligations” has the meaning specified in Section 16.3.

“Affected Party” has the meaning specified in Section 16.1.

“Affiliate” means, in relation to any Person, any entity controlled, directly or indirectly, by such Person, any entity that controls, directly or indirectly, such Person, or any entity directly or indirectly under common control with such Person. For this purpose, “control” of any entity or Person means ownership of a majority of the issued shares or voting power or control in fact of the entity or Person.

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

“Aggregate Receipts” has the meaning specified in Section 7.5(d)(i).

“Ancillary Contract” has the meaning specified in Section 19.1(c).

“Ancillary Costs” means all freight, pipeline, transportation, storage, tariffs and other costs and expenses incurred as a result of the purchase, movement and storage of Crude Oil or Products undertaken in connection with or required for purposes of this Agreement (whether or not arising under Procurement Contracts and regardless of the point at which or terms upon which delivery is made under any such Procurement Contract), including, ocean-going freight and other costs associated with waterborne movements, inspection costs and fees, wharfage, port and dock fees, vessel demurrage, lightering costs, ship’s agent fees, import charges, waterborne insurance premiums, fees and expenses, broker’s and agent’s fees, load or discharge port charges and fees, pipeline transportation costs, pipeline transfer and pumpover fees, pipeline throughput and scheduling charges (including any fees and charges resulting from changes in nominations undertaken to satisfy delivery requirements under this Agreement), pipeline and other common carrier tariffs, blending, tankage, linefill and throughput charges, pipeline demurrage, superfund

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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 customs and other duties), user fees, fees and costs for any credit support provided to any third party pipelines with respect to any transactions contemplated by this Agreement and any pipeline compensation or reimbursement payments that are not timely paid by the pipeline to 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 Related Xxxxxx are addressed under Article 19 below) and (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.

“Annual Fee” means the amount set forth as the “Annual Fee” in the Fee Letter.

“Applicable Law” means (i) any law, statute, regulation, code, ordinance, license, decision, order, writ, injunction, decision, directive, judgment, policy, decree and any judicial or administrative interpretations thereof, (ii) any agreement, concession or arrangement with any Governmental Authority and (iii) any license, permit or compliance requirement, including Environmental Law, in each case as may be applicable to either Party or the subject matter of this Agreement.

“Aron’s Policies and Procedures” shall have the meaning specified in Section 13.4(a).

“ARKS” means Alon Refining Xxxxx Springs, Inc.

“ARKS Supply and Offtake Agreement” means the Second Amended and Restated Supply and Offtake Agreement between Xxxx and ARKS dated as of _____, 2015, as from time to time amended, modified, supplemented and/or restated.

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

“Available Storage or Transportation Arrangements” means all of the storage and transportation facilities listed on Schedule V with respect to which the Company has certain transportation and/or storage rights.

“Bank Holiday” means any day (other than a Saturday or Sunday) on which banks are authorized or required to close in the State of New York.

“Bankrupt” means a Person that (i) is dissolved, other than pursuant to a consolidation, amalgamation or merger, (ii) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due, (iii) makes a general assignment, arrangement or composition with or for the benefit of its creditors, (iv) institutes a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, (v) has a resolution passed for its winding-up, official management or

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

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

“Best Available Inventory Data” means daily inventory reports produced by the Company in respect of the Crude Storage Tanks, applicable Included Crude Pipelines, Product Storage Tanks and applicable Included Product Pipelines, in the form specified in Schedule H.

“Big Spring Supply and Offtake Agreement” means the Second Amended and Restated Supply and Offtake Agreement between Xxxx and Alon USA, LP dated as of ______, 2015 as from time to time be amended, modified, supplemented and/or restated.

“BS&W” means basic sediment and water.

“Business Day” means any day that is not a Saturday, Sunday, or other day on which banks are authorized or required to close in the State of New York.

“Commencement Date” has the meaning specified in Section 2.3.

“Commencement Date Crude Oil Volumes” means the total quantity of Crude Oil in the Crude Storage Facilities purchased by Xxxx on the Commencement Date, pursuant to the Inventory Sales Agreement.

“Commencement Date Products Volumes” means the total quantities of the Products in the Product Storage Facilities purchased by Xxxx on the Commencement Date, pursuant to the Inventory Sales Agreement.

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“Commencement Date Purchase Value” means, with respect to the Commencement Date Volumes, initially the Estimated Commencement Date Value until the Definitive Commencement Date Value has been determined and thereafter the Definitive Commencement Date Value.

“Commencement Date Volumes” means, collectively, the Commencement Date Crude Oil Volumes and the Commencement Date Products Volumes.

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

“Contract Cutoff Date” means, with respect to any Procurement Contract, the date and time by which 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).

“Counterparty Crude Sales Fee” has the meaning specified in Section 6.4(h).

“CPT” means the prevailing time in the Central time zone.

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

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

“Crude Oil” means crude oil of any type or grade.

“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 monthly statements from the Included Crude Pipelines.

“Crude Purchase Fee” has the meaning specified in Section 6.4(a).

“Crude Storage Facilities” means, collectively, the Crude Storage Tanks, Included Crude Tanks and Included Crude Pipelines.

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

“Customer” 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 or purchased during such day, pursuant to (a) Included

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Transactions and Excluded Transactions (each as defined in the Marketing and Sales Agreement) or (b) any Company Purchase Agreements.

“Default” means any event that, with notice or the passage of time, would constitute an Event of Default.

“Default Interest Rate” means the lesser of (i) the per annum rate of interest calculated on a daily basis using the prime rate published in the Wall Street Journal for the applicable day (with the rate for any day for which such rate is not published being the rate most recently published) plus two hundred (200) basis points and (ii) the maximum rate of interest permitted by Applicable Law.

“Defaulting Party” has the meaning specified in Section 18.2(a).

“Deferred Portion” has the meaning specified in the Inventory Sales Agreement.

“Definitive Commencement Date Value” has the meaning specified in the Inventory Sales Agreement.

“Delivery Date” means any calendar day.

“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, none.

“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 either at the Crude Intake Point or at an upstream point, regardless of whether such delivery is via a pipeline that is not a third party Included Crude Pipeline or is pursuant to a Procurement Agreement with delivery via a third party Included Crude Pipeline.

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

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

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

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

“Environmental Law” means any existing or past Applicable Law, policy, judicial or administrative interpretation thereof or any legally binding requirement that governs or purports to govern the protection of persons, natural resources or the environment (including the protection of ambient air, surface water, groundwater, land surface or subsurface strata, endangered species or wetlands), occupational health and safety and the manufacture, processing, distribution, use,

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generation, handling, treatment, storage, disposal, transportation, release or management of solid waste, industrial waste or hazardous substances or materials.

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

“Estimated Commencement Date Value” has the meaning specified in the Inventory Sales Agreement.

“Estimated Daily Net Crude Sales” has the meaning specified in Section 10.1(c)(i).

“Estimated Daily Net Product Sales” has the meaning specified in Section 10.1(c)(ii).

“Estimated Termination Amount” has the meaning specified in Section 19.2(b).

“Estimated Yield” has the meaning specified in Section 8.3(a).

“Event of Default” means an occurrence of the events or circumstances described in Section 18.1.

“Excluded Materials” means any materials other than Crude Oil or Products.

“Excluded Transactions” has the meaning specified in the Marketing and Sales Agreement.

“Expiration Date” has the meaning specified in Section 3.1.

“Fed Funds Rate” means 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., EST, 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 that certain amended and restated letter from Xxxx to the Company, executed on or after the date hereof and as from time to time thereafter amended and/or restated, which identifies itself as the “Fee Letter” for purposes hereof, and pursuant to which the Parties have set forth the amounts for and other terms relating to certain fees payable hereunder.

“Force Majeure” means any cause or event reasonably beyond the control of a Party, including fires, earthquakes, lightning, floods, explosions, storms, adverse weather, landslides and other acts of natural calamity or acts of God; navigational accidents or maritime peril; vessel damage

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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.

“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.

“Guarantee” has the meaning specified in Section 18.1(n).

“Guarantor” has the meaning specified in Section 18.1(n).

“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.

“Identified Facilities” has the meaning specified in Section 13.4(a).

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

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

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

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

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

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

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

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

“Independent Inspection Company” has the meaning specified in Section 11.3.

“Index Value” has the meaning specified in Section 7.5(d)(ii).

“Initial Estimated Yield” has the meaning specified in Section 8.3(a).

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

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

“Inventory Sales Agreement” means the purchase and sale agreement, in form and in substance mutually agreeable to the Parties, dated as of the Commencement Date, pursuant to which the Company is selling and transferring to Xxxx the Commencement Date Volumes for the Commencement Date Purchase Value, free and clear of all liens, claims and encumbrances of any kind.

“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.

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

“Liquidated Amount” has the meaning specified in Section 18.2(f).

“Long Product FIFO Price” means the price so listed on Schedule B.

“Marketing and Sales Agreement” means the products marketing and sales agreement, dated as of the Commencement Date, between the Company and 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.

“Master Lease” means the Lease Agreement by and among Xxxxxxxxx Oil Company, LLC, Paramount of Oregon, LLC, Paramount of Washington, LLC, Paramount Petroleum Corporation of Arizona, Inc., and Alon Bakersfield Property, Inc., jointly and severally, as Landlord, and Paramount Petroleum Corporation, as Tenant, as amended, pursuant to which PPC is the exclusive lessee and operator of its refining and processing facilities in Long Beach, California and Bakersfield, California, together with other real and personal property related thereto.

“Material Adverse Change” means a material adverse effect on and/or material adverse change with respect to (i) the business, operations, properties, assets or financial condition of the Company and its subsidiaries taken as a whole; (ii) the occurrence of a Material Adverse Change under the ARKS Supply and Offtake Agreement or Big Spring Supply and Offtake Agreement as defined therein; (iii) the ability of PPC to perform its obligations under the Tolling Agreement (iv) the ability of the Company to fully and timely perform its obligations; (v) the legality, validity, binding effect or enforceability against the Company of any of the Transaction Documents; or (vi) the rights and remedies available to, or conferred upon, Xxxx hereunder; provided that none of the following changes or effects shall constitute a “Material Adverse Change”: (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.

“Measured Crude Quantity” means, for any Delivery Date, the total quantity of Crude Oil that, during such Delivery Date, was withdrawn and lifted by and delivered to the Company at the Crude Delivery Point, as evidenced by either meter readings and meter tickets for that Delivery Date and tank gaugings conducted at the beginning and end of such Delivery Date.

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

“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 either (i) meter readings and meter tickets for that Delivery Date or (ii) tank gaugings conducted at the beginning and end of such Delivery Date.

“Monthly Cover Costs” has the meaning specified in Section 7.6.

“Monthly Crude Forecast” has the meaning specified in Section 5.2(b).

“Monthly Crude 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 Receipts” has the meaning specified in Schedule C.

“Monthly Excluded Transaction Fee” has the meaning specified in Section 7.8.

“Monthly Procurement Shortfall” has the meaning specified in Section 6.4(d).

“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 Working Capital Adjustment” is an amount to be determined pursuant to Schedule L.

“Net Crude Sales Volume” has the meaning specified in Section 9.3(a).

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

“Non-Affected Party” has the meaning specified in Section 16.1.

“Non-Defaulting Party” has the meaning specified in Section 18.2(a).

“NSV” means, with respect to any measurement of volume, the total liquid volume, excluding sediment and water and free water, corrected for the observed temperature to 60° F.

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

“Operational Volume Range” means the range of operational volumes for any given set of associated Crude Storage Facilities for each type of Crude Oil and for any given set of associated Product Storage Facilities for each group of Products, between the minimum volume and the maximum volume, as set forth on Schedule D.

“Original Agreement” has the meaning specified in the recitals above.

“Original Agreement Effective Date” means the “Effective Date” as defined in the Original Agreement.

“Other Barrels” has the meaning specified in Section 5.3(f).

“Other Rejected Barrels” has the meaning specified in Section 6.4(g).

“Party” or “Parties” has the meaning specified in the preamble to this Agreement.

“Payment Factor” has the meaning specified in Schedule G.

“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 third party Included Crude Pipeline or Included Product Pipeline, the date and time by which a shipper on such Included Crude Pipeline or Included Product Pipeline, as applicable is required to provide its nominations to the entity that schedules and tracks Crude Oil and Products in such Included Crude Pipeline or Included Product Pipeline, as applicable for the next shipment period for which nominations are then due.

“Pipeline System” means the Included Crude Pipelines and Included Product Pipelines.

“PPC” means Paramount Petroleum Corporation.

“Pricing Benchmark” means, with respect to a particular grade of Crude Oil or type of Product, the pricing index, formula or benchmark indicated on Schedule B.

“Pricing Group” means any of the 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 or sold at the Refinery, 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 to the extent the Parties deem such contract to be a Procurement Contract for purposes hereof.

“Procurement Contract Assignment” means an instrument, in form and substance reasonably satisfactory to Xxxx, by which the Company assigns to Xxxx all rights and obligations under a Procurement Contract and Xxxx assumes such rights and obligations thereunder, subject to terms

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satisfactory to Xxxx providing for the automatic reassignment thereof to the Company in connection with the termination of this Agreement.

“Product” means any of the refined petroleum products listed on Schedule A, as from time to time amended by mutual agreement of the Parties.

“Product Cost” has the meaning specified in Section 8.7.

“Product Group” means Crude Oil or 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, Included Product Tanks and Included Product Pipelines.

“Product Storage Tanks” means any of the tanks at the Refinery that store Products and are listed on Schedule E as such, including those tanks available to PPC, if any, pursuant to the Terminal Lease entered into on June 1, 2010 between Equilon Enterprises LLC and Alon Bakersfield Property, Inc. during the term thereof, and any other product storage tanks owned by the Company, PPC or any of their Affiliates and listed on Schedule E as such.

“Products Delivery Point” means the inlet flange of the 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.

“Pro Forma Expiration Date” has the meaning specified in Section 18.2(b).

“Projected Monthly Run Volume” has the meaning specified in Section 7.2(a).

“Projected Net Crude Consumption” means, for any Delivery Month, the Projected Monthly Run Volume for such Delivery Month minus the number of Other Barrels that the Company indicated it expected to deliver into the Crude Storage Tanks during such Delivery Month.

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

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

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

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

“Refinery Facilities” means (i) all the facilities located at the Refinery, and (ii) any associated or adjacent facility in each case, used by the Company to carry out the terms of this Agreement, excluding, however, the Crude Oil receiving and Products delivery facilities, pipelines, tanks and associated facilities which constitute the Storage Facilities.

“Rejected Procurement Contract” has the meaning specified in Section 6.4(f).

“Related Xxxxxx” means any transactions from time to time entered into by Xxxx with third parties unrelated to Xxxx or its Affiliates to hedge Aron’s exposure resulting from this Agreement or any other Transaction Document and Aron’s rights and obligations hereunder or thereunder.

“Remedies Exercise Date” has the meaning specified in Section 18.2(b).

“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 shall have provided Xxxx with the Company’s (or its Affiliates’) full and unimpaired right to use the third party Included Crude Pipelines, third party Included Product Pipelines and Included Third Party Storage Tanks.

“Revised Estimated Yield” has the meaning specified in Section 8.3(a).

“Run-out Report” has the meaning specified in Section 7.3(a).

“Second Level Two Fee” means the amount set forth as the “Second Level Two Fee” in the Fee Letter.

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

“Shortfall Procurement Barrels” has the meaning specified in Section 6.4(e).

“Specified Indebtedness” means any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise) of the Company in respect of borrowed money.

“Specified Transaction” means (a) any transaction (including an agreement with respect thereto) now existing or hereafter entered into between Xxxx (or any of its Designated Affiliates) and the Company (or 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) or (ii) which is a type of transaction that is similar

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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.

“Split True Up Invoice” means any invoice that as per Schedule G has two “True Up Dates,” in which case the “True Up Factor” used to allocate volumes and settlement values between the two “True Up Dates” shall not be equal to 1.

“Step-Out Inventory Sales Agreement” means the purchase and sale agreement, in a form and substance mutually agreeable to the Parties, to be dated as of the Termination Date, pursuant to which the Company shall buy Crude Oil and Products from Xxxx subject to the provisions of this Agreement and any other terms agreed to by the Parties thereto.

“Storage Facilities” mean the storage, loading and offloading facilities located at the Refinery including the Crude Storage Tanks, the Product Storage Tanks and the land, piping, marine facilities, truck facilities and other facilities related thereto, together with existing or future modifications or additions, which are excluded from the definition of Refinery or Refinery Facilities. In addition, the term “Storage Facilities” includes the Included Third Party Storage Tanks and any other location where a storage facility is used by the Company to store or throughput Crude Oil or Products, except those storage, loading and offloading facilities which are used exclusively to store Excluded Materials.

“Storage Facilities Agreement” means the storage facilities agreement, in form and substance mutually agreeable to the Parties, to be dated as of the Commencement Date, between the Company, PPC, certain of PPC’s Affiliates (collectively, the “Granting Parties”) and Xxxx, pursuant to which the Granting Parties have granted to Xxxx an exclusive right to use the Storage Facilities in connection with this Agreement.

“Supplier’s Inspector” means any Person selected by Xxxx in a commercially reasonable manner 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 14.1.

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“Term” has the meaning specified in Section 3.1.

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

“Termination Amount” means, without duplication, the total net amount owed by one Party to the other Party upon termination of this Agreement under Section 19.2(a).

“Termination Date” has the meaning specified in Section 19.1.

“Termination Date Crude Oil Volumes” has the meaning specified in Section 19.1(d).

“Termination Date Product Volumes” has the meaning specified in Section 19.1(d).

“Termination Date Volumes” has the meaning specified in Section 19.1(d).

“Termination Holdback Amount” has the meaning specified in Section 19.2(b).

“Termination Reconciliation Statement” has the meaning specified in Section 19.2(c).

“Third Party Supplier” means any seller of Crude Oil under a Procurement Contract (other than the Company or any Affiliate of the Company).

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

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

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

“Volume Determination Procedures” mean (a) in respect of determining the NSV of Crude Oil in the Crude Storage Tanks or Products in the Product Storage Tanks, PPC’s ordinary month-end procedures, which include manually gauging each Crude Storage Tank or Product Storage Tank on the last day of the month to ensure that the automated tank level readings are accurate to within a tolerance of two inches; provided that if the automated reading cannot be calibrated to be within such tolerance, the Company shall use the manual gauge reading in its calculation of month-end

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

“Weekly Projection” has the meaning specified in Section 5.2(c).

1.2 Construction of Agreement.

(a) Unless otherwise specified, reference to, and the definition of any document (including this Agreement) shall be deemed a reference to such document as may be, amended, supplemented, revised or modified from time to time.

(b) Unless otherwise specified, all references to an “Article,” “Section,” or Schedule” are to an Article or Section hereof or a Schedule attached hereto.

(c) All headings herein are intended solely for convenience of reference and shall not affect the meaning or interpretation of the provisions of this Agreement.

(d) Unless expressly provided otherwise, the word “including” as used herein does not limit the preceding words or terms and shall be read to be followed by the words “without limitation” or words having similar import.

(e) Unless expressly provided otherwise, all references to days, weeks, months and quarters mean calendar days, weeks, months and quarters, respectively.

(f) Unless expressly provided otherwise, references herein to “consent” mean the prior written consent of the Party at issue, which shall not be unreasonably withheld, delayed or conditioned.

(g) A reference to any Party to this Agreement or another agreement or document includes the Party’s permitted successors and assigns.

(h) Unless the contrary clearly appears from the context, for purposes of this Agreement, the singular number includes the plural number and vice versa; and each gender includes the other gender.

(i) Except where specifically stated otherwise, any reference to any Applicable Law or agreement shall be a reference to the same as amended, supplemented or re-enacted from time to time.

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(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.

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

1.3 The Parties acknowledge that they and their counsel have reviewed and revised this Agreement and that no presumption of contract interpretation or construction shall apply to the advantage or disadvantage of the drafter of this Agreement.

ARTICLE 2

CONDITIONS TO COMMENCEMENT

2.1 Conditions to Obligations of 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 Agreement shall have been duly executed by the Company and, pursuant thereto, the Company shall have agreed to transfer to Xxxx on the Commencement Date, all right, title and interest in and to the Commencement Date Volumes, free and clear of all Liens;

(b) The Company shall have agreed to a form of the Step-Out Inventory Sales Agreement in form and in substance satisfactory to Xxxx;

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

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

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

(f) The Company shall have provided Xxxx with evidence, in a form satisfactory to Xxxx, that the Commencement Date Volumes will be sold to Xxxx free and clear of any Liens under or pursuant to the Term Credit Agreement and the security documents related thereto;

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

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

(i) 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; no conflicts; provided that, subject to Aron’s consent, certain of such opinions may be delivered by Xxxxx Xxxxxxx, Chief Legal Counsel—Corporate;

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

(k) No action or proceeding shall have been instituted nor shall any action by a Governmental Authority be threatened, nor shall any order, judgment or decree have been issued or proposed to be issued by any Governmental Authority as of the Commencement Date to set aside, restrain, enjoin or prevent the transactions and performance of the obligations contemplated by this Agreement;

(l) The Refinery or any of the Included Locations shall not have been affected adversely or threatened to be affected adversely by any loss or damage, whether or not covered by insurance, unless such loss or damages would not have a material adverse effect on the usual, regular and ordinary operations of the Refinery or the Storage Facilities;

(m) If required by Xxxx, the Company shall have delivered to Xxxx insurance certificates evidencing the effectiveness of the insurance policies required by Article 15 below;

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

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(o) All representations and warranties of the Company and its Affiliates contained in the Transaction Documents shall be true and correct on and as of the Commencement Date;

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

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

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

2.2 Conditions to Obligations of the Company. The obligations of the Company contemplated by this Agreement shall be subject to satisfaction by Xxxx of the following conditions precedent on and as of the Commencement Date:

(a) Xxxx shall have duly executed the Inventory Sales Agreement in form and substance satisfactory to the Company;

(b) Xxxx shall have duly executed the Storage Facilities Agreement in form and in substance satisfactory to the Company;

(c) Xxxx shall have duly executed the Marketing and Sales Agreement in form and in substance satisfactory to the Company;

(d) Xxxx shall have agreed to the form of the Step-Out Inventory Sales Agreement in form and in substance satisfactory to the Company;

(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 on and as of the Commencement Date;

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

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(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; and

(i) Xxxx shall have delivered satisfactory evidence of its federal form 637 license.

2.3 Status of Certain Conditions and Other Provisions. The Parties acknowledge that the Commencement Date occurred on June 1, 2012 (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.

2.4 Additional Conditions relating to this Amended and Restated Supply and Offtake Agreement. In connection with the execution by the Parties of this Agreement,

(a) the Company shall have entered into the Fee Letter.

(b) Xxxx shall have entered into the Fee Letter.

2.5 Post-Commencement Date Undertakings.

(a) From and after the Commencement Date, the Company may endeavor to negotiate and implement designations and other binding contractual arrangements, in form and substance satisfactory to Xxxx, pursuant to which the Company may transfer and assign to Xxxx the Company’s (or its Affiliates’) right to use any Available Storage or Transportation Arrangement that has not previously been included as an Included Location or such other storage or transportation facility as may hereafter be identified by the Company; provided that (i) upon and concurrently with implementing any such assignment, designation or arrangement, any such Available Storage or Transportation Arrangement shall be added to the appropriate Schedule hereto as an additional Included Crude Tank, Included Product Tank, Included Crude Pipeline or Included Product Pipeline, as applicable, and such assignment, designation or arrangement shall constitute a Required Storage and Transportation Arrangement hereunder; (ii) to the extent requested by Xxxx, the Parties shall amend the Inventory Sales Agreement and any other applicable Transaction Document to include any inventory transferred to Xxxx as a result of such assignment, designation or arrangement; and (iii) without limiting the generality of the foregoing, the addition of an Included Location shall be subject to satisfaction of Aron’s Policies and Procedures (as defined in Section 13.4(a) below), which shall be applied in a nondiscriminatory manner as provided in Section 13.4(b)(i) below. In addition, if the relevant storage or transportation facility fails to satisfy Aron’s Policies and Procedures as a result of Aron’s Policies and

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Procedures exceeding the standards or requirements imposed under Applicable Law or good and prudent industry practice, then, upon the Company’s request, Xxxx shall consult with the Company in good faith to determine whether based on further information provided by the Company such storage or transportation facility complies with Aron’s Policies and Procedures and/or whether additional actions or procedures can be taken or implemented so that, as a result, such storage or transportation facility would comply with Aron’s Policies and Procedures and, based on such further information and/or the implementation of such additional actions or procedures, Xxxx will from time to time reconsider whether such storage or transportation facility satisfies clause (iii) above.

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

2.6 UCC Filings.

(a) From and after the Commencement Date, the Company will cooperate with Xxxx to cause to be prepared, executed and filed, in such jurisdictions as Xxxx shall deem necessary or appropriate, UCC-1 financing statements reflecting (i) Xxxx as owner of all Crude Oil and Products in the Included Locations and (ii) Xxxx as a secured party with respect to any Crude Oil and Products not located at an Included Location and owned by the Company to perfect Aron’s security interest under the Inventory Lien Documents. The Company shall execute and deliver to Xxxx, and the Company hereby authorizes Xxxx to file (with or without the Company’s signature), at any time and from time to time, all such financing statements, amendments to financing statements, continuation financing statements, termination statements, relating to such Crude Oil and Products, and other documents and instruments, all in form satisfactory to Xxxx, as Xxxx may request, to confirm Aron’s ownership of such Crude Oil and Products and to otherwise accomplish the purposes of this Agreement.

(b) Without limiting the generality of the foregoing, the Company ratifies and authorizes the filing by Xxxx of any financing statements filed prior to the Commencement Date.

ARTICLE 3

TERM OF AGREEMENT

3.1 Term. The Original Agreement became effective on the Original Agreement Effective Date with the Commencement Date occurring as provided above. This Agreement

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constitutes a continuation of the term of the Original Agreement under the amended and restated terms hereof and, subject to Section 3.2, shall continue for a period ending at 11:59:59 p.m., CPT on May 31, 2019 (the “Term”; the last day of such Term being herein referred to as the “Expiration Date,” except as provided in Section 3.2 below).

3.2 Changing the Term. Xxxx may elect to terminate this Agreement early effective on May 31, 2016, May 31, 2017 or May 31, 2018 and the Company may elect to terminate this Agreement early effective on May 31, 2018; provided that no such election shall be effective unless the Party making such election gives the other Party at least six (6) months prior notice of any such election pursuant to Article 26. If any early termination is properly elected pursuant to the preceding sentence, the effective date of such termination shall be the “Early Termination Date.”

3.3 Obligations upon Termination. In connection with the termination of the Agreement on the Expiration Date or the Early Termination Date, the Parties shall perform their obligations relating to termination pursuant to Article 19.

ARTICLE 4

COMMENCEMENT DATE TRANSFER

4.1 Transfer and Payment on the Commencement Date. The Parties acknowledge that Aron’s obligations hereunder (other than its obligation under Section 2.3 above) shall commence on the Commencement Date only if the Commencement Date Volumes shall be sold and transferred to Xxxx as provided under the Inventory Sales Agreement, against payment of the Estimated Commencement Date Value made as provided therein.

4.2 Post-Commencement Date Reconciliation and True-up. The Parties further acknowledge that the determination and payment of the Definitive Commencement Date Value shall be made as provided in the Inventory Sales Agreement.

ARTICLE 5

PURCHASE AND SALE OF CRUDE OIL

5.1 Sale of Crude Oil. On and after the Commencement Date through the end of the Term, and subject to (a) Aron’s ability to procure Crude Oil in accordance with the terms hereof, (b) its receipt of Crude Oil under Procurement Contracts and (c) the Company’s maintenance of the Base Agreements and Required Storage and Transportation Arrangements and compliance with the terms and conditions hereof, Xxxx will endeavor, in a commercially reasonable manner, to enter into Procurement Contracts which will accommodate, in the aggregate, monthly deliveries of Crude Oil that equal or exceed an average of fifty thousand (50,000) Barrels per day and the Company agrees to purchase and receive from Xxxx all such Crude Oil as provided herein. Xxxx shall, in accordance with the terms and conditions hereof, have the right to be the exclusive owner of Crude Oil in the Crude Storage Tanks.

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5.2 Monthly and Weekly Forecasts and Projections.

(a) No later than the tenth (10th) Business Day prior to the Contract Cutoff Date of the Nomination Month, Xxxx shall provide the Company with a preliminary written forecast of Aron’s Target Month End Crude Volume and Target Month End Product Volume for the Delivery Month. During the first two months of deliveries of Crude Oil made pursuant to this Agreement, Aron’s Target Month End Crude Volume and Target Month End Product Volume shall be the amounts set forth on Schedule D.

(b) No later than four (4) Business Days prior to the earliest Contract Cutoff Date in any Nomination Month, the Company shall provide Xxxx with a written forecast of the Refinery’s anticipated Crude Oil requirements for the related Delivery Month (each, a “Monthly Crude Forecast”).

(c) No later than 5:00 p.m., PST each Monday, the Company shall provide Xxxx with a written summary of the Refinery’s projected Crude Oil runs for the upcoming production week (each, a “Weekly Projection”).

(d) The Company shall promptly notify Xxxx in writing upon learning of any material change in any Monthly Crude Forecast or Weekly Projection or if it is necessary to delay any previously scheduled pipeline nominations.

(e) The Parties acknowledge that the Company is solely responsible for providing the Monthly Crude Forecast and the Weekly Projection and for making any adjustments thereto, and the Company agrees that all such forecasts and projections shall be prepared in good faith, with due regard to all available and reliable historical information and the Company’s then-current business prospects, and in accordance with such standards of care as are generally applicable in the U.S. oil refining industry. The Company acknowledges and agrees that (i) Xxxx shall be entitled to rely and act, and shall be fully protected in relying and acting, upon all such forecasts and projections, 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, Xxxx may have entered into Procurement Contracts for the purchase of Crude Oil to be processed at the Refinery.

(b) From time to time during the Term of this Agreement, the Company may propose that an additional Procurement Contract be entered into, including any such additional Procurement Contract as may be entered into in connection with the expiration of an outstanding Procurement Contract. If the Parties mutually agree to seek additional Procurement Contracts, then the Company shall endeavor to identify quantities of Crude Oil that may be acquired on a spot or term basis from one or more Third Party Suppliers. The Company may negotiate with any such Third Party Supplier regarding the price and other terms of such potential additional Procurement Contract. The Company shall have

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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 sheet included in Schedule Q, of the terms of such offer, Xxxx shall promptly determine and advise the Company as to whether Xxxx desires to accept such offer. If Xxxx indicates its desire 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 contract to acquire such Crude Oil for the Company’s account.

(d) Title for each quantity of Crude Oil delivered into a Crude Storage Tank shall pass to 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, at the upstream delivery point specified therein and (iii) if not delivered under a Procurement Contract (and whether such delivery is via an Included Crude Pipeline or another crude pipeline), from the Company as the Crude Oil passes the Crude Intake Point. The Parties acknowledge that the consideration due from 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.

(e) [Reserved.]

(f) No later than four (4) Business Days prior to the earliest Contract Cutoff Date in any Nomination Month, the Company shall inform Xxxx whether the Company has purchased or intends to purchase any Crude Oil that is not being procured under a Procurement Contract for delivery during the related Delivery Month (“Other Barrels”), in which case the Company shall provide to Xxxx the quantity, grade and delivery terms of such Other Barrels expected to be delivered to the Crude Storage Tanks during such Delivery Month.

5.4 Nominations under Procurement Contracts and for Pipelines.

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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 Section 5.2(a). By no later than two (2) Business Days prior to the earliest Contract Cutoff Date occurring in such Nomination Month, the Company shall provide to 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 capacity 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.

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(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 sole and absolute discretion.

(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 or other feedstocks 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 is intended for the exclusive benefit of the Company in connection with this Agreement and does not by its terms expire or terminate on or before the Expiration Date, Xxxx will endeavor, in good faith and subject to any confidentiality restrictions, to afford the Company an opportunity to review and comment on such Ancillary Contract or the terms thereof and to confer with the Company regarding such Ancillary Contract and terms, and if 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 19.1(c) below.

5.5 Transportation, Storage and Delivery of Crude Oil.

(a) Xxxx shall have the exclusive right to inject (except for such injections by the Company otherwise contemplated hereby), store and withdraw Crude Oil in and from the Crude Storage Tanks and Included Crude 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.

(c) Provided no Default or Event of Default has occurred and is continuing, the Company shall be permitted to withdraw from the Crude Storage Tanks and take delivery of Crude Oil on any day and at any time. The withdrawal and receipt of any Crude Oil by the Company at the Crude Delivery Point shall be on an “ex works” basis. Xxxx shall be responsible only for arranging transportation and delivery of Crude Oil into the Crude Storage Tanks and the Company shall bear sole responsibility for arranging the withdrawal of Crude Oil from the Crude Storage Tanks. The Company shall take all actions necessary to maintain a connection with the Crude Storage Tanks to enable withdrawal and delivery of Crude Oil to be made as contemplated hereby.

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5.6 Title, Risk of Loss and Custody.

(a) Title to and risk of loss of the Crude Oil 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.

(b) During the time any Crude Oil or Products is held in any Storage Facilities, the Company, PPC and certain of PPC’s Affiliates, in their capacity as operator of the Storage Facilities and pursuant to the Storage Facilities Agreement, shall be solely responsible for compliance with all Applicable Laws, including all Environmental Laws, 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 therefrom 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 20.

(c) At and after transfer of any Crude Oil at the Crude Delivery Point, the Company, PPC and their Affiliates shall be solely responsible for compliance with all Applicable Laws, including all Environmental Laws pertaining to the possession, handling, use and processing of such Crude Oil and shall indemnify and hold harmless Xxxx, its Affiliates and their agents, representatives, contractors, employees, directors and officers, for all Liabilities directly or indirectly arising therefrom.

(d) Notwithstanding anything to the contrary herein, Xxxx and the Company agree that the Company shall have an insurable interest in Crude Oil that is subject to a Procurement Contract and that the Company may, at its election and with prior notice to Xxxx, endeavor to insure the Crude Oil. If pursuant to the terms of this Agreement, the Company bears the loss of any Crude Oil, then (subject to any other setoff or netting rights Xxxx may have hereunder) any insurance payment to Xxxx made to cover same shall be promptly paid over by Xxxx to the Company.

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

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

5.7 Contract Documentation, Confirmations and Conditions.

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(a) Aron’s obligations to deliver Crude Oil under this Agreement shall be subject to (i) the Company 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 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.

(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 DISCLAIMER OF WARRANTIES. EXCEPT FOR THE WARRANTY OF TITLE WITH RESPECT TO CRUDE OIL DELIVERED HEREUNDER, XXXX MAKES NO WARRANTY, CONDITION OR OTHER REPRESENTATION, WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS OR SUITABILITY OF THE CRUDE OIL FOR ANY PARTICULAR PURPOSE OR OTHERWISE. FURTHER, XXXX MAKES NO WARRANTY OR REPRESENTATION THAT THE CRUDE OIL CONFORMS TO THE SPECIFICATIONS IDENTIFIED IN ARON’S CONTRACT WITH ANY THIRD PARTY SUPPLIER.

5.9 Quality Claims and Claims Handling.

(a) The failure of any Crude Oil that 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 this Section 5.9.

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(b) The Parties shall consult with each other and coordinate how to handle and resolve any claims arising in the ordinary course of business (including claims related to Crude Oil, pipeline, tank transfers, or ocean transportation, and any dispute, claim, or controversy arising hereunder between 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(d), 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; provided that Xxxx may require that the Company assume the handling of any such claim. 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(d), Xxxx will take any commercially reasonable actions as requested by the Company either directly, or by allowing the Company to do so, to prosecute such claim all at the Company’s cost and expense and all recoveries resulting from the prosecution of such claim shall be for the account of the Company.

(c) Xxxx shall, in a commercially reasonable manner, cooperate with the Company in prosecuting any such claim and shall be entitled to assist in the prosecution of such claim at the Company’s expense.

(d) Notwithstanding anything in Section 5.9(b) or Section 5.9(c) to the contrary, Xxxx may notify the Company that Xxxx is retaining control over or limiting its participation in the resolution of any claim referred to in Section 5.9(b) or Section 5.9(c) 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 20 shall be handled and resolved in accordance with the provisions of Article 20.

(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.

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

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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 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 12:00 pm PST meter tickets and/or meter readings, and tank gauge readings confirming the Measured Crude Quantity for each Crude Storage Tank for all Delivery Dates since the prior Business Day.

6.2 Purchase Price. As the purchase price for the Net Crude Sales Volume for any month, the Company shall owe to 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 (A) the product of (1) Level One Fee per Barrel and (2) the Reduced Fee Barrels for such month, plus (B) the product of (1) Level Two Fee per Barrel and (2) the greater of (x) zero and (y) the Actual Monthly Crude Run for such month minus the Reduced Fee Barrels for such month, minus (C) if a Monthly Procurement Shortfall exists for such month, the product of the Shortfall Procurement Barrels for such month and Adjustment Fee per Barrel, plus (D) the Counterparty Crude Sales Fee.

(b) “Reduced Fee Barrels” means, for any month, whichever of the following is the smallest quantity: (i) the Actual Monthly Crude Run for such month, (ii) the Designated Company-

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Sourced Barrels for such Month and (iii) seventeen thousand (17,000) Barrels; 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) A “Monthly Procurement Shortfall” shall exist, for any month, if the Procurement Contracts providing for delivery during such month do not, in the aggregate, result in deliveries that equal or exceed an average of fifty thousand (50,000) Barrels per day.

(e) If a Monthly Procurement Shortfall exists for any month, then the “Shortfall Procurement Barrels” for such month shall equal the lesser of (i) fifty thousand (50,000) Barrels minus the average daily quantity of Barrels that are contemplated to be delivered under Procurement Contracts during such month multiplied by the number of days in such month and (ii) the average daily quantity of Barrels that were delivered under the Rejected Procurement Contracts for such month multiplied by the number of days in such month, minus the Other Rejected Barrels for such month.

(f) “Rejected Procurement Contract” means, for any month, a contract that was first proposed as a Procurement Contract by the Company pursuant to Section 5.3(b) that contemplated deliveries during such month and was proposed to Xxxx no later than the last Business Day prior to the scheduling day for such month which Xxxx rejected and was entered into by the Company; provided that such contract shall only constitute a Rejected Procurement Contract if the economic and other material terms thereof are no more favorable to the Company than the economic and other materials terms thereof in the proposed Procurement Contract offered to Xxxx and if Xxxx had a period of at least two weeks following the initial date on which such contract was proposed in which to determine whether or not to enter into or reject such contract.

(g) Those Designated Company-Sourced Barrels for any month that are not delivered under Rejected Procurement Contracts constitute the “Primary Company Barrels” for such month. If the Reduced Fee Barrels for such month exceed the Primary Company Barrels for such month, then such excess shall be the “Other Rejected Barrels” for such month.

(h) For any month, the “Counterparty Crude Sales Fee” shall equal the product of (A) “Monthly Crude Procurement Sale Volume” (as defined in Schedule C) and (B) the counterparty level fee as determined on a monthly basis by Xxxx for each respective party.

(i) The Crude Purchase Fee calculated under this Section 6.4 shall be incorporated under Schedule C as an amount due to Xxxx and, to the extent necessary, Xxxx may convert such amount to a negative number for purposes of achieving that result in making its calculations under Schedule C.

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

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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 that is sufficient to compensate the relevant Party for the relative costs and benefits to each of the price differences between the prior price indices and the amended price indices.

6.6 Upon Aron’s request, the Company will provide documentation evidencing all purchases of Designated Company-Sourced Barrels for any month.

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 in Schedule D for each Pricing Group.

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) For each month of the Term, the “Target Month End Crude Volume” shall equal (i) the Target Month End Crude Volume for the immediately preceding month, subject to any adjustment thereto made pursuant to Section 7.1, plus (ii) the aggregate volume of Crude Oil that Xxxx has nominated under the Procurement Contracts for delivery during that month pursuant to Section 5.4(b), plus (iii) the aggregate volume of the expected Other Barrels, minus (iv) the Projected Monthly Run Volume for that month, (except that the Target Month End Crude Volume as of the Commencement Date and as of the end of the first month of the Term shall be the respective volumes specified as such on Schedule I hereto).

(c) In establishing a Target Month End Crude Volume, Xxxx acknowledges that its ability to increase any such Target Month End Crude Volume is constrained to the extent that the Crude Oil available for delivery under the Procurement Contracts plus Other Barrels available for delivery during such month are not greater than the Company’s Crude Oil requirements for the Refinery for the month related to such Target Month End Crude Volume.

(d) After Xxxx has established a Target Month End Crude Volume for any month, it may change such Target Month End Crude Volume as follows:

(i) If the Actual Month End Crude Volume is above the Target Month End Crude Volume by more than thirty five thousand (35,000) Barrels and the Projected Net Crude Consumption is greater than the Actual Net Crude Consumption, then Xxxx may increase the Target Month End Crude Volume for such Delivery

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Month by the lesser of (i) the Actual Month End Crude Volume minus the sum of the Target Month End Crude Volume plus thirty five thousand (35,000) Barrels and (ii) the Projected Net Crude Consumption minus the Actual Net Crude Consumption. If the Target Month End Crude Volume is above the Actual Month End Crude Volume by more than thirty five thousand (35,000) Barrels and the Actual Net Crude Consumption is greater than the Projected Net Crude Consumption, then Xxxx may reduce the Target Month End Crude Volume for such Delivery Month by the lesser of (i) the Target Month End Crude Volume minus the sum of the Actual Month End Crude Volume plus thirty five thousand (35,000) Barrels and (ii) the Actual Net Crude Consumption minus the Projected Net Crude Consumption. 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.

(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).

(e) If, with respect to any delivery month, the operator of any Included Crude Pipeline notifies Xxxx that its required Crude Oil Linefill for such month is greater than or less than the amount specified for such Included Crude Pipeline on Schedule D hereto, then the minimum and maximum Crude Oil inventory levels specified on Schedule D hereto shall, in such month (and for any subsequent months for which such increase or decrease remains in effect), be increased or decreased by an amount equal to such increase or decrease in such required Crude Oil Linefill.

7.3 Target Month End Product Volume.

(a) By the thirteenth (13^th) of each month the Company shall provide to Xxxx its standard run-out report (the “Run-out Report”) showing the estimated quantities of each Product that it expects to produce and deliver to Xxxx during the following month and the quantities of each Product it expects to sell under the Marketing and Sales Agreement during such following month (for each Product, the “Projected Monthly Production Volume”), which may, from time to time, be adjusted by the Company.

(b) For each month and each type of Product, 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) for that Product targeted to be in excess of the Baseline Volume for that Product (except that the Target Month End Product Volume for each type of Product as of the Commencement Date and as of the end of the first month of the Term shall be the respective volumes specified as such on Schedule I hereto).

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(c) Provided that the Company has complied with its obligations under the Marketing and Sales Agreement, and subject to events of Force Majeure, facility turnarounds, the performance of any third parties (including purchasers of Products under the Marketing and Sales Agreement), 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.

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

(g) 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 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 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 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);

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(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 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 (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, multiplied by (B) the Long Product FIFO Price for that Product Group and period.

7.6 Monthly Cover Costs. If, for any month (or portion thereof), 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

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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, 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.

7.8 Monthly Excluded Transaction Fee. For any Barrel of gasoline, diesel or jet 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 determine the net quantities of gasoline and jet fuel delivered during such month under Excluded Transactions and the aggregate amount due under this Section 7.8 as a result of such deliveries (the “Monthly Excluded Transaction Fee”).

ARTICLE 8

PURCHASE AND DELIVERY OF PRODUCTS

8.1 Purchase and Sale of Products. Xxxx agrees to purchase and receive from the Company, and the Company agrees to sell and deliver to Xxxx, the entire Products output of the Refinery from and including the Commencement Date through the end of the Term of this Agreement, at the prices determined pursuant to this Agreement and otherwise in accordance with the terms and conditions of this Agreement.

8.2 Delivery and Storage of Products.

(a) Unless otherwise agreed by Xxxx, all Products shall be delivered by the Company to Xxxx at the Products Delivery Point into the Product Storage Tanks, on an FOB basis.

(b) Xxxx shall have exclusive right to store Products in the Product Storage Tanks and Included Product Tanks as provided in the Storage Facilities Agreement.

8.3 Expected Yield and Estimated Output.

(a) On or before the Commencement Date, the Company will provide to 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, a “Revised Estimated Yield” and, together with the Initial Estimated Yield, an “Estimated Yield”).

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(b) On the Commencement Date and thereafter as set forth on Schedule J, the Company shall, based on the then current Estimated Yield and such other operating factors as it deems relevant, prepare and provide to Xxxx an estimate of the Product quantities it expects to deliver to Xxxx during such month (each, a “Monthly Product Estimate”).

8.4 Delivered Quantities. (a) For each Delivery Date, the Company shall provide to Xxxx, by no later than 12:00 p.m., PST on the next Business Day (except (i) in the case of Friday and Saturday, then by the following Monday and (ii) in the case of Sunday and Monday, then by the following Tuesday), meter tickets and/or meter readings and tank gauge readings confirming the Measured Product Quantity in each Product Storage Tank for each Product delivered during that Delivery Date.

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

8.5 Title and Risk of Loss. Title and risk of loss to Products shall pass from the Company to Xxxx as Products pass the Products Delivery Point. Xxxx shall retain title through the Included Product Pipelines and in the Included Third Party Storage Tanks. Title and risk of loss to Products shall pass from Xxxx to the Company as Products pass at the Products Offtake Point.

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 or to such other specifications as are from time to time agreed upon by the Parties.

8.7 Purchase Price of Products. The per unit price for each type of Product sold to Xxxx hereunder shall equal the Long Product FIFO Price specified for such Product (the “Product Cost”), subject to application of the relevant prices as provided on Schedule B and calculation of the Monthly Product True-up Amount as provided for on Schedule C.

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

8.9 Transportation, Storage and Delivery of Products.

(a) Xxxx shall have the exclusive right to inject, store and withdraw Products in the Products Storage Tanks as provided in the Storage Facilities Agreement.

(b) Pursuant to the Required Storage and Transportation Arrangements, 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

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Pipelines and the Included Third Party Storage Tanks to the same extent as the Company’s rights to do so prior to the implementation of the Required Storage and Transportation Arrangements.

8.10 Material Product Grade Changes. If either the Company or 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 relevant Party for the relative costs and benefits to each of the price differences between the prior price indices and the amended price indices.

8.11 Certain Regulatory Matters. If Xxxx shall determine, in its sole judgment, that as a result of any law or regulation or interpretation thereof (or compliance by it with any request, guideline or directive) it is not permitted to hold or own asphalt or it would, were it to continue to hold or own asphalt, be or likely to be subject to additional or increased burdens or costs, then it shall notify the Company in writing of such determination and specify in such notice a date (the “Asphalt Transfer Date”) upon which the Company shall purchase from Xxxx all asphalt then held by Xxxx in any of the Product Storage Facilities at a per Barrel purchase price equal to the applicable price listed on Schedule B hereto; provided that if the basis for giving such notice is that Xxxx is or likely may be subject to additional or increased burdens or costs, then such Asphalt Transfer Date shall occur no earlier than six (6) months after the date such notice is given and to the extent that Xxxx incurs any such additional or increased burdens or costs after such notice and prior to such Asphalt Transfer Date, such additional or increased burdens or costs shall constitute Ancillary Costs hereunder; provided, however, that the Company may give notice to Xxxx of the acceleration of the Asphalt Transfer Date to an earlier date, with such earlier date occurring no less than three (3) months following the date of the Company’s notice of acceleration. Xxxx shall estimate the volume of such asphalt and aggregate purchase price therefor and such aggregate estimated purchase price shall be payable to Xxxx as part of the Interim Payment due on such date. Thereafter, Xxxx shall promptly determine the volume of such asphalt and the aggregate definitive purchase price therefor (which to the extent applicable will reflect the application of the monthly true up calculations pursuant to Schedule C hereto) and to the extent such aggregate definitive purchase price differs from such aggregate estimated purchase price, the difference shall be included as an adjustment to the first Interim Payment due following the determination of such aggregate definitive purchase price. In addition, from and after the Asphalt Transfer Date, asphalt shall no longer constitute a Product for purposes of this Agreement or any of the other documents related hereto and, to the extent reasonably requested by Xxxx, the parties shall make such further amendments to this Agreement and such other documents are may be necessary to reflect the removal of asphalt from the definition of Products.

ARTICLE 9

ANCILLARY COSTS; MONTH END INVENTORY; CERTAIN DISPOSITIONS; TANK MAINTENANCE

9.1 Ancillary Costs.

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(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., PST, on the last day of each month, the Company shall apply the Volume Determination Procedures to the Crude Storage Facilities and the Product Storage Facilities, and based thereon shall determine for such month (i) the aggregate volume of Crude Oil held in the Crude Storage Tanks and Included Crude Tanks at that time, plus the Crude Oil Linefill at that time minus the Baseline Volume for Crude Oil (the “Actual Month End Crude Volume”), which may be positive, negative or zero and (ii) for each Product, the aggregate volume of such Product held in the Product Storage Tanks and the Included Product Tanks at that time, plus the Product Linefill for such Product at that time minus the Baseline Volume for such Product (each, an “Actual Month End Product Volume”), which may be positive, negative or zero. The Company shall notify Xxxx of the Actual Month End Crude Volume and each Actual Month End Product Volume by no later than 5:00 p.m., PST on the tenth 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 (15^th) day after the end of such month.

(b) 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 (A) (1) the sum of (a) the Actual Month End Crude Volume for the prior month minus (b) the Monthly Crude Procurement Purchase Volume, as defined in Schedule C, for such month, minus (2) the Actual Month End Crude Volume for such month and (B) 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

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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 decides or is required, due to an event of Force Majeure affecting either Party or otherwise, to sell to any unrelated third parties, in arm’s length transactions, any quantities of Crude Oil that, based on the then current Monthly Crude Forecast or Weekly Projection, Xxxx would reasonably have expected to have sold to 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 or Weekly Projection for the period during which the Company is unable to take delivery of Crude Oil as the result of the Force Majeure event or otherwise.

(b) In connection with its selling any Disposed Quantity, Xxxx shall 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 Tank Maintenance.

(a) Promptly after the Company completes its annual business plan with respect to any year, it shall notify Xxxx of any tank maintenance contemplated with respect to such year that would result in any Crude Storage Tank or Product Storage Tank being unavailable for use by Xxxx. The Company immediately shall notify Xxxx orally (followed by prompt written notice) of any previously unscheduled downtime or maintenance of any Crude Storage Tank or Product Storage Tank and its expected duration.

(b) The Company shall give Xxxx at least two (2) months’ prior written notice of any maintenance that the Company, PPC and/or any of their Affiliates intends to conduct on any of the Crude Storage Tanks or Product Storage Tanks that would result in such storage tank being taken out of service (“Tank Maintenance”). The Parties agree to cooperate with each other in establishing the start date for any such maintenance so as to not unnecessarily interfere with any of Aron’s purchase or sale commitments or to otherwise accommodate, to the extent reasonably practicable, other commercial or market considerations that Xxxx xxxxx relevant.

(c) In connection with any Tank Maintenance, the Parties shall promptly consult and endeavor to agree on adjusted inventory minimum and maximum levels and other

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appropriate adjustments hereunder that are to apply during the period of such Tank Maintenance.

(d) The Company agrees (and pursuant to the PPC Acknowledgement and Agreement, PPC and its Affiliates have agreed) that each of them will use its best efforts, consistent with good industry standards and practices, to complete (and to cause any third parties to complete) any Tank Maintenance as promptly as practicable. The Company shall provide Xxxx with an initial estimate of the period of any Tank Maintenance and shall regularly update Xxxx as to the progress of such Tank Maintenance. If, the Company determines that the expected completion date for Tank Maintenance has or is likely to change by thirty (30) days or more, it shall promptly notify Xxxx of such determination.

(e) If as a result of Tank Maintenance and/or any unscheduled events resulting in the loss of tank availability, an aggregate volume of more than three hundred thousand (300,000) Barrels (based on shell capacity) of the storage tanks included in the Included Locations has ceased to be available for any period of at least ninety (90) consecutive days, then (i) the Company shall be obligated to reimburse Xxxx for any loss, costs and damages incurred or realized by Xxxx as a result of its maintaining, terminating or obtaining any Related Xxxxxx in connection with such change in the Operational Volume Range and (ii) the Level Two Fee shall automatically be changed to equal the Second Level Two Fee set forth in the Fee Letter. Upon restoration of tanks to service such that less than three hundred thousand (300,000) Barrels (based on shell capacity) of the storage tanks included in the Included Locations are unavailable, the reimbursement obligation set forth in (i) above shall cease and the fee shall automatically revert from the Second Level Two Fee to the Level Two Fee, as each is set forth in the Fee Letter; provided that the Company shall be obligated to reimburse Xxxx for any loss, costs and damages incurred or realized by Xxxx as a result of its maintaining, terminating or obtaining any Related Xxxxxx in connection with the restoration of such tank capacity.

ARTICLE 10

PAYMENT PROVISIONS

10.1 Interim Payments.

(a) For each day, Xxxx will calculate a provisional payment (each an “Interim Payment”) by applying the applicable Daily Prices to the Estimated Daily Net Crude Sales and Estimated Daily Net Product Sales for that day, plus an estimate of Ancillary Costs for such day to the extent not directly invoiced to the Company, in the manner illustrated on Schedule G and using Best Available Inventory Data; provided that if inventory data have not been reported on any day within a two (2) Business Day period, Xxxx will use the inventory data for the day occurring during the thirty (30) day period preceding such calendar day that results in the largest Estimated Daily Net Crude Sales or the smallest Estimated Daily Net Product Sales (as the case may be); provided that, if Xxxx determines that any inventory data it has used in such determination was inaccurate, then Xxxx may, at its option, adjust future Interim Payments to take account of any corrected inventory data.

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The “Interim Payment” shall be an amount equal to the value of the Estimated Daily Net Product Sales based on the applicable Daily Prices minus the sum of the value of the Estimated Daily Net Crude Sales based on the applicable Daily Prices plus the estimated Ancillary Costs for such day. If this is a negative amount, the absolute value will represent an amount payable to Xxxx and if this is a positive amount, it will represent an amount payable to the Company.

(b) With respect to the Estimated Daily Net Crude Sales and Estimated Daily Net Product Sales,

(i) The inventory data to be used in determining each shall include the Best Available Inventory Data.

(ii) The Company shall, at the end of each day, provide to Xxxx inventory reports in the form set forth on Schedule H, showing the quantity of Crude Oil held in Crude Storage Tanks and the quantities of Products held in Product Storage Tanks; and

(i) “Estimated Daily Net Crude Sales” for any day shall be the estimate for that day of the Crude Oil volume that equals (A) the total of (v) the aggregate volume of Crude Oil measured at the meter before processing unit 1 at the Refinery, at the end of such day, plus (w) the aggregate volume of Crude Oil measured at the meter before processing unit 2 at the Refinery, at the end of such day, minus (x) the Adjustment Amount, provided that the Adjustment Amount shall be the most recent amount available, minus (y) the aggregate volume of the Transported Quantities to the Refinery at the end of such day by the Company, plus (z) the aggregate volume of the Transported Quantities from the Refinery at the end of such day by the Company multiplied by (B) the relevant daily “Payment Factor” as indicated on Schedule G;

(ii) “Estimated Daily Net Product Sales” for any day and Product shall be the estimate for that day of the Product volume that equals (A) the total of (x) the aggregate volume of such Product held in the Product Storage Facilities at the end of such day, plus (y) the Daily Product Sales of such Product for such day, minus (z) the aggregate volume of such Product held in the Product Storage Facilities at the beginning of such day, multiplied by (B) the relevant daily “Payment Factor” as indicated on Schedule G; and

(d) 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.

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(e) [Reserved.]

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

(g) For any Business Day, the Interim Payment to be determined and advised by 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 determine and advise to the Company the Interim Payment for that Business Day as well as the Interim Payment each of such following non-Business Days and all such Interim Payments shall be due on the same day.

10.2 Monthly True-up Amount.

(a) 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-up payment (the “Monthly True-up Amount”). The Monthly True-up Amount for any month shall be equal to:

(i) the Monthly Crude Oil True-up Amount (as defined in Schedule C); plus

(ii) the “Aggregate Monthly Product True-up Amount” (as defined in Schedule C), minus

(iii) the Ancillary Costs for such month, plus

(iv) the Monthly Excluded Transaction Fee, plus

(v) the Monthly Product Sale Adjustment, minus

(vi) the Monthly Cover Costs, plus

(vii) the Monthly Working Capital Adjustment, minus

(viii) the Aggregate Monthly Purchased Products Fee, plus

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

(x) any other amount then due from the Company to Xxxx under this Agreement or any other Transaction Document.

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If the Monthly True-up Amount is a positive number, such amount shall be due from Xxxx to the Company, and if the Monthly True-up Amount is a negative number, then the absolute value thereof shall be due from the Company to 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. Xxxx shall pay any Monthly True-up Amount due to the Company within two (2) Business Days after making its definitive determination of such amount.

(b) For purposes of determining the amounts due under clauses (i) and (ii) of Section 10.2(a), the definitions and formulas set forth in Schedule C shall apply and for purposes of determining the amount due under clause (v) of Section 10.2(a), the definitions and formula set forth in Schedule L shall apply.

(c) For purposes of determining the Monthly Crude Oil True-up Amount for the first month of the Term hereof, and notwithstanding anything to the contrary in Schedule C:

(i) the “Short Crude FIFO Position” as of the end of the prior month (i.e., March 2012) shall equal the lesser of (x) zero and (y) the Commencement Date Crude Oil Volume minus the Target Month End Crude Volume as of the Commencement Date;

(ii) the “Long Crude FIFO Position” as of the end of the prior month shall equal the greater of (x) zero and (y) the Commencement Date Crude Oil Volume minus the Target Month End Crude Volume as of the Commencement Date; and

(iii) the “FIFO Sale Price from Prior Month” shall equal the “Step-in Price” for Crude Oil as determined pursuant to Schedule B.

(d) For the purposes of determining each Monthly Product True-up Amount for the first month of the Term hereof, and notwithstanding anything to the contrary in Schedule C:

(i) the “Short Product FIFO Position” as of the end of the prior month (i.e., March 2012) for a particular Product Group shall equal the lesser of (x) zero and (y) the Commencement Date Product Volume for that Product Group minus the Target Month End Product Volume as of the Commencement Date for that Product Group;

(ii) the “Long Product FIFO Position” as of the end of the prior month shall equal the greater of (x) zero and (y) the Commencement Date Product Volume for that Product Group minus the Target Month End Product Volume as of the Commencement Date for that Product Group; and

(iii) the “Product FIFO Purchase Price from Prior Month” shall equal the “Step-in Price” for such Product Group as determined pursuant to Schedule B.

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

(f) If Xxxx determines that there has been a significant level of sales or of exchange volumes such that calculations of the Base Price and Procurement Price (as defined on Schedule B) produce a skewed xxxxx, Xxxx shall notify the Company thereof. If Xxxx and the Company are unable to agree on a Base Price by the last business day of an applicable calendar month, the Base Price and Procurement Price for such month will be equal to the Alternate Price (as defined below).

(i) The “Alternate Price” for each calendar month equals: a + $12 per barrel

Where:

a: 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.

10.3 Invoices.

(a) Invoices shall be prepared and submitted in accordance to Schedule G.

(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 24, 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.

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

10.4 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.

10.5 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 Xxxx.

10.6 Payment in Full in Same Day Funds. All payments to be made under this Agreement shall be made by wire transfer of same day funds in U.S. Dollars to such bank account at such bank as the payee shall designate in writing to the payor from time to time. Except as expressly provided in this Agreement, all payments shall be made in full without discount, offset, withholding, counterclaim or deduction whatsoever for any claims which a Party may now have or hereafter acquire against the other Party, whether pursuant to the terms of this Agreement or otherwise.

ARTICLE 11

INDEPENDENT INSPECTORS; STANDARDS OF MEASUREMENT

11.1 Xxxx shall be entitled to have Supplier’s Inspector present at any time the Volume Determination Procedures are to be applied in accordance with the terms of this Agreement and to observe the conduct of Volume Determination Procedures.

11.2 In addition to its rights under Section 11.1, Xxxx may, from time to time during the Term of this Agreement, upon reasonable prior notice to the Company, 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.

11.3 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.

11.4 Standards of Measurement. All quantity determinations herein will be corrected to sixty (60) degrees Fahrenheit based on a U.S. gallon of two hundred thirty one (231) cubic inches and forty two (42) gallons to the Barrel, in accordance with the latest supplement or amendment to ASTM-IP petroleum measurement tables (Table 6A of ASTM-IP for Feedstocks and Table 6B of ASTM-IP for Products).

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ARTICLE 12

FINANCIAL INFORMATION; CREDIT SUPPORT; AND ADEQUATE ASSURANCES

12.1 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, containing audited consolidated financial statements of Alon USA Energy, Inc. and its consolidated subsidiaries for such fiscal year certified by independent certified public accountants and (b) the balance sheet, statement of income and statement of cash flow of the Company for such fiscal year, as reviewed by the Company’s independent certified public accountants, and (ii) within forty five (45) days after the end of its first three fiscal quarters of each fiscal year, a copy of the quarterly report, containing unaudited consolidated financial statements of Alon USA Energy, Inc. and its consolidated subsidiaries for such fiscal quarter; provided that so long as Alon USA Energy, Inc. is required to make public filings of its quarterly and annual financial results pursuant to the Exchange Act, such filings are available on the SEC’s 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 Alon USA Energy, Inc. to Xxxx.

12.2 Additional Information.

(a) 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 in the form of Schedule S; and

(b) From time to time, upon reasonable request by Xxxx, the Company shall obtain and provide to Xxxx an estoppel certificate from the Landlord (as defined in the Master Lease) confirming that there are no defaults thereunder and that the Master Lease continues to be in full force and effect.

12.3 Notification of Certain Events. The Company shall notify Xxxx within one (1) Business Day after learning of any of the following events:

(a) The Company’s or any of its Affiliates’ binding agreement to sell, lease, sublease, transfer or otherwise dispose of, or grant any Person (including an Affiliate) an option to acquire, in one transaction or a series of related transactions, all or a material portion of the Refinery assets; or

(b) The Company’s or any of its Affiliates’ binding agreement to consolidate or amalgamate with, merge with or into, or transfer all or substantially all of its assets to, another entity (including an Affiliate).

12.4 Credit Support. As further security for the prompt and complete payment of all amounts due or that may become due hereunder, the Company shall grant the Lien contemplated

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by, comply with the terms of and maintain in full force and effect the Inventory Lien Documents and assist Xxxx in maintaining any Uniform Commercial Code financing statements or other filings necessary to preserve Aron’s liens pursuant to the Inventory Lien Documents.

12.5 Adequate Assurances. If, during the Term of this Agreement, a Material Adverse Change has occurred with respect to the Company and is continuing, then 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 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 (j) of Section 18.1.

ARTICLE 13

REFINERY TURNAROUND, MAINTENANCE AND CLOSURE

13.1 The Company shall promptly notify Xxxx in writing of the date for which any inspection, maintenance, restart or turnaround at the Refinery has been scheduled, or any revision to previously scheduled inspection, maintenance, restart or turnaround, which may affect receipts of Crude Oil at the Refinery or the Storage Facilities, the processing of Crude Oil in the Refinery or the delivery of Products to 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 inspection, maintenance, restart 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 inspection, maintenance, restart or turnaround.

13.2 The Company immediately shall notify Xxxx orally (followed by prompt written notice) of any previously unscheduled downtime, inspection, maintenance or turnaround and its expected duration.

13.3 In the event of a scheduled shutdown of the Refinery, the Company shall, to the extent feasible, complete processing of all Crude Oil being charged to, processed at or consumed in the Refinery at that time.

13.4 (a) Subject to Section 13.4(b) below, if at any time Xxxx determines that all or any portion of the facilities constituting an Included 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 and pipeline facilities (“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 Facility Agreement, upon such date as Xxxx

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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; and (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 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.

(b) Aron’s rights under Section 13.4(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 in a non-discriminatory manner as compared with other similar storage tanks and pipeline facilities utilized by Xxxx in a similar manner;

(ii) If the failure of any Identified Facilities to satisfy Aron’s Policies and Procedures is a result of Aron’s Policies and Procedures exceeding the standards or requirements imposed under Applicable Law or good and prudent industry practice, then (1) Xxxx shall not require the removal of such Identified Facilities as Included Locations until the 120^th day after giving the Company notice of such failure, (2) during such 120 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 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 120 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;

(iii) If within the 120 day period referred to in clause (ii)(2) above, the Company has identified and diligently commenced the implementation of additional actions or procedures that are intended to result in such Identified Facilities becoming compliant with Aron’s Policies and Procedures, but such implementation cannot through commercially reasonable efforts be completed within such 120 day period, then so long as the Company continues to diligently and in a commercially reasonable manner pursue the implementation of such additional actions and procedures, Xxxx will extend such 120 day period up for up to an additional 60 days to allow for such implementation to be completed and if such implementation is completed within such additional 60 day period, then such Identified

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Facilities shall not cease to be Included Locations based on the noncompliance stated in Aron’s notice to the Company; and

(iv) If any Identified Facilities cease to be Included Locations pursuant to Section 13.4(a) above and thereafter Xxxx determines, in its reasonable good faith judgment, that such Identified Facilities have become compliant with Aron’s Policies and Procedures, then Xxxx shall promptly cooperate with the Company to reestablish such Identified Facilities as Included Locations hereunder.

ARTICLE 14

TAXES

14.1 (a) 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 regardless of the taxing authority, and all penalties and interest thereon (each, a “Tax” and collectively, “Taxes”), 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.

(b) In addition to paragraph (a), the Company shall complete and file all necessary property tax returns on Aron’s behalf with respect to Crude Oil and Products, regardless of whether property tax laws place the obligation to do so on Xxxx or the Company, disclose Aron’s ownership interest therein, and pay such amounts as due. Provided that the Company pays (or indemnifies Xxxx for) all property taxes, the Company shall have the first right to claim income tax credits for such property taxes paid and shall be solely responsible for the extent to which such credits are available to or realized by the Company.

14.2 If the Company disagrees with Aron’s determination that any Tax is due with respect to transactions under this Agreement, the Company shall have the right to seek an administrative determination from the applicable taxing authority, or, alternatively, the Company shall have the right to contest any asserted claim for such Taxes in its own name, subject to its agreeing to indemnify Xxxx for the entire amount of such contested Tax should such Tax be deemed applicable. Xxxx

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agrees to reasonably cooperate with the Company, at the Company’s cost and expense, in the event the Company determines to contest any such Taxes.

14.3 (a) 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.

(b) In addition to paragraph (a) and other information sharing requirements applicable to Xxxx and the Company, Xxxx and the Company shall seasonably exchange and share information with each other as necessary to properly report, defend, challenge, and pay Taxes (including but not limited to sales taxes and fuel taxes), including information that supports and demonstrates total sales and sales that are exempt from Tax.

14.4 Any other provision of this Agreement to the contrary notwithstanding, this Article 14 shall survive until ninety (90) days after the expiration of the statute of limitations for the assessment, collection, and levy of any Tax.

ARTICLE 15

INSURANCE

15.1 Insurance Coverages. The Company and the other Granting Parties shall procure and maintain in full force and effect throughout the Term of this Agreement insurance coverages of the following types and amounts and with insurance companies rated not less than A- by A.M. Best, or otherwise equivalent in respect of the Company’s and the other Granting Parties’ properties and operations:

(a) Property damage coverage on an “all risk” basis in an amount sufficient to cover the market value or potential full replacement cost of all Crude Oil to be delivered to the Company at the Crude Delivery Point and all Products to be delivered to Xxxx at the Products Delivery Point. In the event that the market value or potential full replacement cost of all Crude Oil and Products exceeds the insurance limits available or the insurance limits available at commercially reasonable rates in the insurance marketplace, the Company will maintain the highest insurance limit available at commercially reasonable rates; provided, however, that the Company will promptly notify Xxxx of the Company’s inability to fully insure any Crude Oil and Products and provide full details of such inability. Such policies shall 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 expense, endeavor to procure and provide such property damage coverage for the Crude Oil and Products; provided that, to the extent any such

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insurance is duplicative with insurance procured by the Company, the insurance procured by the Company shall in all cases represent, and be written to be, the primary coverage.

(b) Commercial general liability coverage which includes bodily injury, broad form property damage and contractual liability, cross suit liability, products and completed operations liability, and sudden and accidental pollution liability coverage in a minimum amount of $(***) per occurrence and $(***) in the aggregate, which coverage may be self-insured by the Company.

(c) (i) Workers compensation in the amount required by Applicable Law, and (ii) employer’s liability with a minimum amount of $(***) per accident, $(***) per disease, and $(***) aggregate.

(d) Commercial automobile liability insurance in a minimum amount of $(***) per accident.

(e) Umbrella/excess liability coverage providing coverage on a follow-form basis with respect the coverage required under Sections 15.1(b), (c)(ii) and (d) in a minimum amount of $(***) per occurrence and in the aggregate.

(f) Pollution legal liability coverage in a minimum amount of $(***) per occurrence and in the aggregate at the Long Beach, California facility ($(***) per occurrence and in the aggregate at the Long Beach, California facility’s pipelines) and $(***) per occurrence and in the aggregate at the Bakersfield, California facility.

(g) Wharfinger’s / charterer’s liability insurance (if applicable) in a minimum amount of $(***) per occurrence and in the aggregate.

(h) Non-owned aviation liability insurance (if applicable) in a minimum amount of $(***) per occurrence and in the aggregate.

15.2 Additional Insurance Requirements.

(a) The foregoing policies shall include or provide that the underwriters waive all rights of subrogation against Xxxx and the insurance is primary without contribution from Aron’s insurance. The foregoing policies with the exception of those listed in Sections 15.1(a), 15.1(c) and 15.1(g) shall include Xxxx, its subsidiaries, and affiliates and their respective directors, officers, employees and agents as additional insured.

(b) The Company shall cause its insurance carriers to xxxxxxx Xxxx with insurance certificates, in Xxxxx form or equivalent, evidencing the existence of the coverages and the endorsements required above. The Company shall provide thirty (30) days’ written notice prior to cancellation or material modification of insurance becoming effective. The Company also shall provide renewal certificates prior to 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.

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(d) The Company shall comply with all notice and reporting requirements in the foregoing policies and timely pay all premiums.

(e) The Company shall be responsible for any deductibles or retentions that are applicable to the insurance required pursuant to Section 15.1.

ARTICLE 16

FORCE MAJEURE

16.1 If a Party is rendered unable by an event of Force Majeure to perform in whole or in part any obligation or condition of this Agreement (the “Affected Party”), it shall not be liable to the other Party to perform such obligation or condition (except for payment and indemnification obligations) for so long as the event of Force Majeure exists and to the extent that performance is hindered by such event of Force Majeure; provided, however, that the Affected Party shall use any commercially reasonable efforts to avoid or remove the event of Force Majeure. During the period that performance by the Affected Party of a part or whole of its obligations has been suspended by reason of an event of Force Majeure, the other Party (the “Non-Affected Party”) likewise may suspend the performance of all or a part of its obligations to the extent that such suspension is commercially reasonable, except for any payment and indemnification obligations. The Parties acknowledge that if, as a result of a Force Majeure, the Company were to suspend its receipt and/or processing of Crude Oil, then Xxxx would be entitled to suspend, to a comparable extent, its purchasing of Products.

16.2 The Affected Party shall give prompt oral notice to the Non-Affected Party of its declaration of an event of Force Majeure, to be followed by written notice within twenty-four (24) hours after receiving notice of the occurrence of a Force Majeure event, including, to the extent feasible, the details and the expected duration of the Force Majeure event and the volume of Crude Oil or Products affected. The Affected Party also shall promptly notify the Non-Affected Party when the event of Force Majeure is terminated. However, the failure or inability of the Affected Party to provide such notice within the time periods specified above shall not preclude it from declaring an event of Force Majeure.

16.3 In the event the Affected Party’s performance is suspended due to an event of Force Majeure in excess of thirty (30) consecutive days after the date that notice of such event is given, and so long as such event is continuing, the Non-Affected Party, in its sole discretion, may terminate or curtail its obligations under this Agreement affected by such event of Force Majeure (the “Affected Obligations”) by giving notice of such termination or curtailment to the Affected Party, and neither Party shall have any further liability to the other in respect of such Affected Obligations to the extent terminated or curtailed, except for the rights and remedies previously accrued under this Agreement, any payment and indemnification obligations by either Party under this Agreement and the obligations set forth in Article 19.

16.4 If any Affected Obligation is not terminated pursuant to this Article 16 or any other provision of this Agreement, performance shall resume to the extent made possible by the end or

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amelioration of the event of Force Majeure in accordance with the terms of this Agreement; provided, however, that the term of this Agreement shall not be extended.

16.5 The Parties acknowledge and agree that the right of 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.

16.6 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) or any of the applicable Included Crude Pipelines, Included Product Pipelines or Included Third Party Storage Tanks cease, in whole or in part, to be available to Xxxx pursuant to the Required Storage and Transportation Arrangements, and the foregoing is a result of or attributable to any owner or operator of such Included Crude Pipelines, Included Product Pipelines or Included Third Party Storage Tanks becoming Bankrupt or breaching or defaulting in any of its obligations relating to the Required Storage and Transportation Arrangements, then:

(a) The Company shall promptly use commercially reasonable efforts to establish for Aron’s benefit alternative and/or replacement storage and transportation arrangements no less favorable to Xxxx (in Xxxx’x reasonable judgment) than those that have ceased to be available;

(b) Until such alternative and/or replacement arrangements complying with clause (a) above have been established, each Party shall be deemed to have been affected by an event of Force Majeure and its obligations under this Agreement shall be curtailed to the extent such performance is hindered by such lack of effectiveness of any Required Storage and Transportation Arrangements or the availability of any pipeline or storage facility related thereto; and

(c) Without limiting the generality of the foregoing, in no event shall 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 at any time from and after the owner or operator thereof becoming Bankrupt. If any such storage facility is an Included Location then Xxxx may, in its discretion, elect upon written notice to the Company that such storage facility shall cease to be an Included Location as of a date specified in such written notice in which case any Crude Oil or Product held by Xxxx therein shall be purchased by the Company in accordance with the applicable provisions of Sections 10.1 and 10.2 hereof.

ARTICLE 17

REPRESENTATIONS, WARRANTIES AND COVENANTS

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17.1 Mutual Representations. Each Party represents and warrants to the other Party as of the Effective Date and each sale of Crude Oil hereunder, that:

(a) It is an “Eligible Contract Participant,” as defined in Section 1a(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 and are in full force and effect, and all conditions of any such authorizations, approvals, consents, notices and filings have been complied with.

(g) Its obligations under the Transaction Documents constitute its legal, valid and binding obligations, enforceable in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law).

(h) No Event of Default or Default has occurred and is continuing, and no such event or circumstance would occur as a result of its entering into or performing its obligations under the Transaction Documents.

(i) There is not pending or, to its knowledge, threatened against it or any of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, Governmental Authority, official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or its ability to perform its obligations under the Transaction Documents.

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(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.

(p) None of its directors, officers, employees or agents or those of its Affiliates has received or will receive any commission, fee, rebate, gift or entertainment of significant value in connection with this Agreement.

17.2 Company’s Representations and Covenants.

(a) The Company has delivered true and complete copies of the Base Agreements and Required Storage and Transportation Arrangements and all amendments thereto to Xxxx.

(b) The Company shall in all material respects continue to perform its obligations under and comply with the terms of the Base Agreements and Required Storage and Transportation Arrangements.

(c) The Company shall maintain and pursue diligently all its material rights under the Base Agreements and Required Storage and Transportation Arrangements and take all reasonable steps to enforce its rights and any rights granted to the Company thereunder.

(d) The Company shall not modify, amend or waive rights arising under any of the Base Agreements or the Required Storage and Transportation Arrangements without the prior written consent of Xxxx; provided, however, that if the Company provides Xxxx with notice, the Company may make such modifications or amendments, including extensions or elections under any of the foregoing, that do not adversely affect Aron’s rights thereunder, degrade, reduce or limit the standards applicable to the operator thereunder or otherwise

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interfere with Aron’s rights to use the Pipeline System and Included Third Party Storage Tanks subject thereto without the prior written consent of Xxxx.

(e) The Company shall not cause or permit any of the Crude Oil or Products held at the Included Locations to become subject to any Liens.

(f) The Company represents and warrants that the Storage Facilities have been maintained, repaired, inspected and serviced in accordance with good and prudent industry standards and Applicable Law and are in good working order and repair in all respects.

(g) In the event the Company becomes Bankrupt, and to the extent permitted by Applicable Law, the Company intends that (i) Aron’s right to liquidate, collect, net and set off rights and obligations under this Agreement and liquidate and terminate this Agreement shall not be stayed, avoided, or otherwise limited by the Bankruptcy Code, including sections 362(a), 547, 548 or 553 thereof; (ii) 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.

(h) The Company agrees (and pursuant to the PPC Acknowledgement and Agreement, PPC and the other Granting Parties have agreed) that each of them shall have no interest in or the right to dispose of, and shall not permit the creation of, or suffer to exist, any security interest, lien, encumbrance, charge or other claim of any nature (collectively, “Liens”) with respect to, any quantities of Crude Oil prior to the delivery thereof by 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 authorizes 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 shall execute and deliver to Xxxx, and the Company 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.

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

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17.3 Acknowledgment. The Company acknowledges and agrees 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 the Company, (2) Xxxx may, in its sole discretion, determine whether to advise the Company of any potential transaction with a Third Party Supplier and prior to advising the Company of any such potential transaction 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 the Company as a result of any such determination, (3) Xxxx has no fiduciary or trust obligations of any nature with respect to the Refinery or the Company 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 the Company 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 their own account or for the account of others, whether prior to, simultaneously with or subsequent to any transaction under this Agreement.

ARTICLE 18

DEFAULT AND TERMINATION

18.1 Events of Default. Notwithstanding any other provision of this Agreement, the occurrence of any of the following shall constitute an “Event of Default”:

(a) Either Party fails to make payment when due (i) under Article 10, Article 19 or any Company Purchase Agreement within one (1) Business Day after a written demand therefor or (ii) under any other provision hereof or any other Transaction Document within five (5) Business Days; or

(b) Other than a default described in Sections 18.1(a) and 18.1(c), either Party (or, if applicable, any Affiliate of such Party that is party to a Transaction Document) fails to perform any material obligation or covenant to the other under this Agreement or any other Transaction Document, which is not cured to the reasonable satisfaction of the other Party (in its sole discretion) within ten (10) Business Days after the date that such Party receives written notice that such obligation or covenant has not been performed; or

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

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(d) Either Party becomes Bankrupt; or

(e) Either Party or any of its Designated Affiliates (1) defaults under a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, there occurs a liquidation of, an acceleration of obligations under, or any early termination of, that Specified Transaction, (2) defaults, after giving effect to any applicable notice requirement or grace period, in making any payment or delivery due on the last payment, delivery or exchange date of, or any payment on early termination of, a Specified Transaction (or such default continues for at least three (3) Business Days if there is no applicable notice requirement or grace period) or (3) disaffirms, disclaims, repudiates or rejects, in whole or in part, a Specified Transaction (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf); or either Party or any Affiliate of such Party that is party to any credit support document provided pursuant hereto or in connection herewith, disaffirms, disclaims, repudiates or rejects, in whole or in party, such credit support document or its obligations thereunder; or

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

(g) (i) The Company fails to perform its obligations under, comply with, or maintain a Base Agreement or the Required Storage and Transportation Arrangements; (ii) there shall occur an “Event of Default” under or early termination of the Master Lease, or (iii) the Company breaches its obligations under Section 17.2(f);

(h) The Company or any of its Affiliates sells, leases, subleases, transfers or otherwise disposes of, in one transaction or a series of related transactions, all or a material portion of the assets of the Refinery; or

(i) The Company or any of its Affiliates (i) consolidates or amalgamates with, merges with or into, or transfers all or substantially all of its assets to, another entity (including an Affiliate) or any such consolidation, amalgamation, merger or transfer is consummated, and (ii)(A)the successor entity resulting from any such consolidation, amalgamation or merger or the Person that otherwise acquires all or substantially all of the assets of the Company or any of its Affiliates does not assume, in a manner satisfactory to 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

(j) The Company fails to provide Adequate Assurance in accordance with Section 12.5 or

(k) There shall occur either (A) a default, event of default or other similar condition or event (however described) in respect of the Company or any of its Affiliates under one or more agreements or instruments relating to Specified Indebtedness in an

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aggregate amount of not less than twenty million dollars ($20,000,000) which has resulted in such Specified Indebtedness becoming due and payable under such agreements and instruments before it would have otherwise been due and payable or (B) a default by the Company or any of its Affiliates (individually or collectively) in making one or more payments on the due date thereof in an aggregate amount of not less than twenty million dollars ($20,000,000) under such agreements or instruments (after giving effect to any applicable notice requirement or grace period); or

(l) An “Event of Default” has occurred under the Term Credit Agreement.

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

(n) With respect to any guarantor of the Company (a “Guarantor”), any of the following: (i) the Guarantor fails to perform or otherwise defaults in any obligation under such Guarantor’s guarantee of the Company’s obligations (a “Guarantee”), (ii) the Guarantor becomes Bankrupt, (iii) such Guarantee expires or terminates or ceases to be in full force and effect prior to the satisfaction of all obligations of the Company or any other Affiliate of the Company to Xxxx under this Agreement and the other Transaction Documents, or (iv) the Guarantor disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, such Guarantee.

The Company shall be the Defaulting Party upon the occurrence of any of the events described in clauses (f)-(n) (inclusive) above.

18.2 Remedies Upon Event of Default.

(a) Notwithstanding any other provision of this Agreement, if any Event of Default with respect to the Company, on the one hand, or 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 18.2(c), exercise any rights and remedies provided or available to the Non-Defaulting Party under this Agreement or at law or equity, including all remedies provided under the Uniform Commercial Code and as provided under this Section 18.2.

(b) Notwithstanding any other provision of this Agreement, if an Event of Default has occurred and is continuing with respect to the Defaulting Party, the Non-Defaulting Party shall have the right, immediately and at any time(s) thereafter, to terminate this Agreement (and any other contract or agreement that may then be outstanding among the Parties that relates specifically to this Agreement, including any Transaction Document) and, subject to Section 18.2(c), to liquidate and terminate any or all rights and obligations under this Agreement; provided that, in the event Xxxx is the Non-Defaulting Party, this

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Agreement shall not be deemed to have terminated in full until Xxxx shall have disposed of all Crude Oil and Products owned or maintained by Xxxx in connection herewith. The Settlement Amount (as defined below) shall be calculated in a commercially reasonable manner based on such liquidated and terminated rights and obligations and shall be payable by one Party to the other. 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): (x) the losses and costs (or gains) incurred or realized (and determined in a commercially reasonable manner) by the Non-Defaulting Party in terminating, transferring, redeploying or otherwise modifying any outstanding Procurement Contracts and (y) the losses and costs (or gains) incurred or realized (and determined in a commercially reasonable manner) by the Non-Defaulting Party with respect to Crude Oil and Product inventories maintained for purposes of this Agreement which shall be determined by the Non-Defaulting Party as follows: (1) Xxxx will, subject to Sections 7.2 and 7.3, project Target Month End Crude Volumes and Target Month End Product Volumes for all months occurring from the date on which the Non-Defaulting Party terminates this Agreement or commences exercising its remedies following such Event of Default (the “Remedies Exercise Date”) to the earlier of the Expiration Date set forth in Section 3.1 or, if elected by either Party, any other date as of which either Party would have been entitled to terminate this Agreement under Section 3.2 but only if such Party notifies the other Party of such election within 3 Business Days after the Remedies Exercise Date (the earliest of such Expiration Date and any such date elected by a Party being the “Pro Forma Expiration Date”) and (2) in accordance with clause (c) below, the Non-Defaulting Party shall value, and determine the net amount that would have been owing from one party to the other based on, all purchases and sales of Crude Oil and Products that would have resulted from such projected Target Month End Crude Volumes and Target Month End Product Volumes through the Pro Forma Expiration Date (including a final sale of all remaining inventories), which net amount shall be discounted to present value on a commercially reasonable basis and constitute the amount due under this clause (y). If the Settlement Amount is a positive number it shall be due to the Non-Defaulting Party and if it is a negative number, the absolute value thereof shall be due to the Defaulting Party.

(c) The Settlement Amount shall be determined by the Non-Defaulting Party, acting in good faith, in a commercially reasonable manner. The Non-Defaulting Party shall determine the Settlement Amount commencing as of the date on which such termination occurs by reference to such futures, forward, swap and options markets as it shall select in its commercially reasonable judgment; provided that the Non-Defaulting Party is not required to effect such terminations and/or determine the Settlement Amount on a single day, but rather may effect such terminations and determine the Settlement Amount over a commercially reasonable period of time. Without limiting the generality of the foregoing, it is agreed that for purposes of determining the Settlement Amount: (1) any fixed fee amounts (including those provided for under Section 10.3) shall be the amount of such fee that would have accrued through the Pro Forma Expiration Date; (2) for the period following the

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Remedies Exercise Date, no Crude Oil per Barrel fees as provided for in Sections 6.2 and 6.4 shall be included in the Settlement Amount except with respect to Barrels of Crude Oil actually processed at the Refinery following such date; (3) to the extent the Fee Letter provides for the calculation of any amount to be included in the Settlement Amount, the provisions of the Fee Letter shall be controlling for such purpose; and (4) to the extent the Non-Defaulting Party deems it commercially reasonable to do so, it may in referencing prices in the futures, forward, swap and options markets for purposes of calculating various elements of the Settlement Amount endeavor to align the dates as of which such reference prices are determined. 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 applying any other margin or collateral) and apply and set off such credit support, margin or collateral or the proceeds thereof against any obligation owing by the Company to 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.

(f) The Non-Defaulting Party shall set off (i) the Settlement Amount (if due to the Defaulting Party), plus any performance security (including any other margin or collateral) then held by the Non-Defaulting Party pursuant to the Transaction Documents, plus (at the Non-Defaulting Party’s election) any or all other amounts due to the Defaulting Party hereunder (including under Article 10), against (ii) the Settlement Amount (if due to the Non-Defaulting Party), plus any performance security (including the any other margin

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or collateral) then held by the Defaulting Party, plus (at the Non-Defaulting Party’s election) any or all other amounts due to the Non-Defaulting Party hereunder (including under Article 10), so that all such amounts shall be netted to a single liquidated amount payable by one Party to the other (the “Liquidated Amount”). The Party with the payment obligation shall pay the Liquidated Amount to the applicable other Parties within one (1) Business Day after such amount has been determined. In addition, the Parties acknowledge that, in connection with an Event of Default hereunder, the Step-out Inventory Sales Agreement may be terminated and with respect thereto any rights and remedies available hereunder, under any other agreement between the Parties hereto or the parties thereto, or at law or equity may be exercised.

(g) No delay or failure on the part of the Non-Defaulting Party in exercising any right or remedy to which it may be entitled on account of any Event of Default shall constitute an abandonment of any such right, and the Non-Defaulting Party shall be entitled to exercise such right or remedy at any time during the continuance of an Event of Default.

(h) The Non-Defaulting Party’s rights under this Section 18.2 shall be in addition to, and not in limitation or exclusion of, any other rights which the Non‑Defaulting Party may have (whether by agreement, operation of law or otherwise), including any rights of recoupment, setoff, combination of accounts or other rights under any credit support that may from time to time be provided in connection with this Agreement. The Defaulting Party shall indemnify and hold the Non-Defaulting Party harmless from all reasonable costs and expenses, including reasonable attorney fees, incurred in the exercise of any remedies hereunder.

(i) If an Event of Default has occurred and is continuing, the Non-Defaulting Party may, without limitation on its rights under this Section 18.2, set off amounts which the Defaulting Party owes to it against any amounts which it owes to the Defaulting Party (whether hereunder, under any other contract or agreement or otherwise and whether or not then due).

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

ARTICLE 19

SETTLEMENT AT TERMINATION

19.1 Upon expiration or termination of this Agreement for any reason other than as a result of an Event of Default (in which case the Expiration Date, the Early Termination Date or such other date as the Parties may agree shall be the “Termination Date”; provided that if such date is not a Business Day, the Termination Date shall occur on the immediately preceding Business Day), the Parties covenant and agree to proceed as provided in this Article 19; provided that (x) this

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Agreement shall continue in effect following the Termination Date until all obligations are finally settled as contemplated by this Article 19 and (y) the provisions of this Article 19 shall in no way limit the rights and remedies which the Non-Defaulting Party may have as a result of an Event of Default, whether pursuant to Article 18 above or otherwise:

(a) If any Procurement Contract does not either (i) by its terms automatically become assigned to the Company on and as of the Termination Date in a manner which releases 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 Xxxx 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) Xxxx shall be released by such Third Party Suppliers and the Company from any further obligations thereunder. In connection with the assignment or reassignment of any Procurement Contract, the Parties shall endeavor, in a commercially reasonable manner, to facilitate the transitioning of the supply and payment arrangements, including any change in payment terms, under the relevant Procurement Contracts so as to prevent any material disruption in the supply of Crude Oil thereunder.

(b) If, pursuant to the Marketing and Sales Agreement, any sales commitments are outstanding which, by their terms, extend beyond the Termination Date, then the Parties shall promptly negotiate and enter into, with each of the purchasers thereunder, assignments, assumptions and/or such other documentation, in form and substance reasonably satisfactory to the Parties, pursuant to which, as of the Termination Date, (i) such sales commitment shall be assigned (or reassigned) to the Company or shall be terminated, (ii) all rights and obligations of Xxxx 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) Xxxx 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 Xxxx has become a party to any other third party service contract in connection with this Agreement and the transactions contemplated hereby, including any pipeline, terminalling, storage and shipping arrangement including but not limited to the Required Storage and Transportation Arrangements (an “Ancillary Contract”) and such Ancillary Contract does not by its terms expire or terminate on and as of the Termination Date, then the Parties shall promptly negotiate and enter into with each service provider thereunder such instruments or other documentation, in form and substance reasonably satisfactory to the Parties, pursuant to which as of the Termination Date (i) such

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Ancillary Contract shall be assigned to the Company or shall be terminated, (ii) all rights and obligations of Xxxx 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) Xxxx shall be released by the third party service providers thereunder and the Company from any further obligations with respect to such Ancillary Contract.

(d) The volume of Crude Oil and Products at the Included Locations shall be purchased and transferred as contemplated in the Step-Out Inventory Sales Agreement. The Crude Oil volumes measured by Supplier’s Inspector at the Termination Date and recorded in Supplier’s Inspector’s final inventory report shall be the “Termination Date Crude Oil Volumes” for the purposes of this Agreement and the Product volumes measured by Supplier’s Inspector at the Termination Date and recorded in Supplier’s Inspector’s final inventory report shall be the “Termination Date Product Volumes” for purposes of this Agreement, and such Termination Date Crude Oil Volumes and Termination Date Product Volumes shall collectively be referred to as the “Termination Date Volumes.”

(e) Xxxx shall promptly reconcile and determine the Termination Amount pursuant to Section 19.2. The Parties shall promptly exchange all information necessary to determine the estimates and final calculations contemplated by Section 19.2.

(f) Xxxx shall have no further obligation to purchase and shall not purchase or pay for Crude Oil or Products, or incur any such purchase obligations on and after the Termination Date. Except as may be required for Xxxx to fulfill its obligations hereunder until the Termination Date or during any obligatory notice period pursuant to any Procurement Contract, Xxxx shall not be obligated to purchase, take title to or pay for any Crude Oil or Products following the Termination Date or such earlier date as the Parties may determine in connection with the transitioning of such supply arrangements to the Company. Notwithstanding anything to the contrary herein, no Delivery Date shall occur later than the calendar day immediately preceding the Termination Date.

19.2 Termination Amount.

(a) The “Termination Amount” shall equal:

(i) Any unpaid amounts owed by the Company to Xxxx pursuant to the Step-Out Inventory Sales Agreement, plus

(ii) all unpaid amounts payable hereunder by the Company to Xxxx in respect of Crude Oil delivered on or prior to the Termination Date, plus

(iii) all Ancillary Costs incurred through the Termination Date that have not yet been paid or reimbursed by the Company, plus

(iv) in the case of an early termination, the amount reasonably determined by Xxxx as the breakage costs it incurred in connection with the termination,

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

(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 Xxxx, then such amount will be included in this Termination Amount as a positive number and if such amount under Section 10.2(a) is due to the Company, then such amount will be included in this Termination Amount as a negative number, plus

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

(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 Xxxx, 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) all unpaid amounts payable hereunder by Xxxx to the Company in respect of Product delivered on or prior to the Termination Date, minus

(ix) all unpaid amounts payable under the Marketing and Sales Agreement by Xxxx to the Company for services provided up to the Termination Date.

All of the foregoing amounts shall be aggregated or netted to a single liquidated amount owing from one Party to the other. If the Termination Amount is a positive number, it shall be due to Xxxx 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 Xxxx 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 Xxxx shall reasonably determine (the “Termination Holdback Amount”); provided that the Termination Holdback Amount shall not be greater than the Deferred Portion. Without limiting the generality of the foregoing, the Parties agree that the amount due under Section 19.2(a)(i) above shall be estimated by Xxxx in the same manner and using the same methodology as it used in preparing the Estimated Commencement Date Value, but applying the “Step-Out Prices” as indicated in Schedule B and other price terms provided for herein

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with respect to the purchase of the Termination Date Volumes. Xxxx shall use its commercially reasonable efforts to prepare, and provide the Company with, an initial Estimated Termination Amount, together with appropriate supporting documentation, at least five (5) Business Days prior to the Termination Date. To the extent reasonably practicable, Xxxx shall endeavor to update its calculation of the Estimated Termination Amount by no later than 12:00 p.m. PST on the Business Day prior to the Termination Date. If Xxxx is able to provide such updated amount, that amount shall constitute the Estimated Termination Amount and shall be due and payable by no later than 5:00 p.m., PST on the Business Day preceding the Termination Date. Otherwise, the initial Estimated Termination Amount shall be the amount payable on the Termination Date. If the Estimated Termination Amount is a positive number, it shall be due to Xxxx and if it is a negative number, the absolute value thereof shall be due to the Company.

(c) Xxxx shall prepare, and provide the Company with, (i) a statement showing the calculation, as of the Termination Date, of the Termination Amount, (ii) a statement (the “Termination Reconciliation Statement”) reconciling the Termination Amount with the sum of the Estimated Termination Amount pursuant to Section 19.2(b) and the Termination Holdback Amount and indicating any amount remaining to be paid by one Party to the other as a result of such reconciliation. Within one (1) Business Day after receiving the Termination Reconciliation Statement and the related supporting documentation, the Parties will make any and all payments required pursuant thereto. Promptly after receiving such payment, Xxxx shall cause any filing or recording of any Uniform Commercial Code financing forms to be terminated.

(d) Notwithstanding anything herein to the contrary, Xxxx shall not have any obligation to make any payment contemplated by this Section 19.2, transfer of title to Crude Oil or Products or to otherwise cooperate in the transition matters described in Section 19.1 unless the Company shall have performed its obligations under the Step-Out Inventory Sales Agreement and performed its obligations thereunder as and when required pursuant to the terms thereof.

19.3 Transition Services. To the extent necessary to facilitate the transition to the Purchasers of the storage and transportation rights and status contemplated hereby, each Party shall take such additional actions, execute such further instruments and provide such additional assistance as the other Party may from time to time reasonably request for such purposes.

ARTICLE 20

INDEMNIFICATION

20.1 To the fullest extent permitted by Applicable Law and except as specified otherwise elsewhere in the Transaction Documents, Xxxx 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 Xxxx of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of Xxxx made herein or in connection herewith proving to be false or misleading, (ii)

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any failure by Xxxx 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 Xxxx 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 any Liability arising under clause (iv) has resulted from the negligence or willful misconduct on the part of the Company, its Affiliates or any of their respective employees, representatives, agents or contractors.

20.2 To the fullest extent permitted by Applicable Law and except as specified otherwise elsewhere in this Agreement, the Company shall defend, indemnify and hold harmless Xxxx, its Affiliates, and their directors, officers, employees, representatives, agents and contractors for and against any Liabilities directly or indirectly arising out of (i) any breach by the Company of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of the Company made herein or in connection herewith proving to be false or misleading, including, without limitation the Company’s obligation for payment of taxes pursuant to Section 14.1, (ii) the Company’s transportation, handling, storage, refining or disposal of any Crude Oil or the products thereof, including any conduct by the Company on behalf of or as the agent of Xxxx under the Required Storage and Transportation Arrangements, (iii) the Company’s failure to comply with its obligations under the terminalling, pipeline and lease agreements underlying the Required Storage and Transportation Arrangements, (iv) the Company’s negligence or willful misconduct, (v) any failure by the Company to comply with or observe any Applicable Law, (vi) injury, disease, or death of any person or damage to or loss of any property, fine or penalty, any of which is caused by the Company or its employees, representatives, agents or contractors in exercising any rights or performing any obligations hereunder or in connection herewith, (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 or (viii) 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 the Company, and regardless of whether X. Xxxx is a party thereto, except to the extent that any Liability arising under clause (vi), (vii) or (viii) above has resulted from the negligence or willful misconduct on the part of Xxxx, its Affiliates or any of their respective employees, representatives, agents or contractors.

20.3 The Parties’ obligations to defend, indemnify, and hold each other harmless under the terms of the Transaction Documents shall not vest any rights in any third party (whether a Governmental Authority or private entity), nor shall they be considered an admission of liability or responsibility for any purposes other than those enumerated in the Transaction Documents.

20.4 Each Party agrees to notify the other as soon as practicable after receiving notice of any claim or suit brought against it within the indemnities of this Agreement, shall furnish to the other the complete details within its knowledge and shall render all reasonable assistance 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,

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

at its own expense, with counsel of its own selection, in the defense and settlement thereof without relieving the other of any obligations hereunder. Notwithstanding the foregoing, an indemnifying Party shall not be entitled to assume responsibility for and control of any judicial or administrative proceeding if such proceeding involves an Event of Default by the indemnifying Party under this Agreement which shall have occurred and be continuing.

ARTICLE 21

LIMITATION ON DAMAGES

UNLESS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PARTIES’ LIABILITY FOR DAMAGES IS LIMITED TO DIRECT, ACTUAL DAMAGES ONLY (WHICH INCLUDE ANY AMOUNTS DETERMINED UNDER ARTICLE 18) AND NEITHER PARTY SHALL BE LIABLE FOR SPECIFIC PERFORMANCE, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, OR SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, IN TORT, CONTRACT OR OTHERWISE, OF ANY KIND, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE PERFORMANCE, THE SUSPENSION OF PERFORMANCE, THE FAILURE TO PERFORM, OR THE TERMINATION OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT, SUCH LIMITATION SHALL NOT APPLY WITH RESPECT TO (I) ANY THIRD PARTY CLAIM FOR WHICH INDEMNIFICATION IS AVAILABLE UNDER THIS AGREEMENT OR (II) ANY BREACH OF ARTICLE 23. EACH PARTY ACKNOWLEDGES THE DUTY TO MITIGATE DAMAGES HEREUNDER.

ARTICLE 22

AUDIT AND INSPECTION

During the Term of this Agreement each Party and its duly authorized representatives, upon reasonable notice and during normal working hours, shall have access to the accounting records and other documents maintained by the other Party, or any of the other Party’s contractors and agents, which relate to this Agreement; provided that, neither this Section nor any other provision hereof shall entitle the Company to have access to any records concerning any xxxxxx or offsetting transactions or other trading positions or pricing information that may have been entered into with other parties or utilized in connection with any transactions contemplated hereby or by any other Transaction Document. The right to inspect or audit such records shall survive termination of this Agreement for a period of two (2) years following the Termination Date. Each Party shall preserve, and shall cause all contractors or agents to preserve, all of the aforesaid documents for a period of at least two (2) years from the Termination Date.

ARTICLE 23

CONFIDENTIALITY

23.1 In addition to the Company’s confidentiality obligations under the Transaction Documents, the Parties agree that the specific terms and conditions of this Agreement, including

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

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 Xxxx under this Agreement and all information received by Xxxx from the Company relating to the costs of operation, operating conditions, and other commercial information of the Company not made available to the public, are confidential and shall not be disclosed to any third party, except (i) as may be required by court order or Applicable Laws or as requested by a Governmental Authority, (ii) to such Party’s or its Affiliates’ employees, directors, shareholders, auditors, consultants, banks, lenders, financial advisors and legal advisors, or (iii) to such Party’ insurance providers, solely for the purpose of procuring insurance coverage or confirming the extent of existing insurance coverage; provided that, prior to any disclosure permitted by this clause (iii), such insurance providers shall have agreed in writing to keep confidential any information or document subject to this Section 23.1. The confidentiality obligations under this Agreement shall survive termination of this Agreement for a period of two (2) years following the Termination Date. The Parties shall be entitled to all remedies available at law, or in equity, to enforce or seek relief in connection with the confidentiality obligations contained herein.

23.2 In the case of disclosure covered by clause (i) of Section 23.1, to the extent practicable and in conformance with the relevant court order, Applicable Law or request, the disclosing Party shall notify the other Party in writing of any proceeding of which it is aware which may result in disclosure.

23.3 Tax Disclosure. Notwithstanding anything herein to the contrary, the Parties (and their respective employees, representatives or other agents) are authorized to disclose to any person the U.S. federal and state income tax treatment and tax structure of the transaction and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Parties relating to that treatment and structure, without the Parties imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, “tax structure” is limited to any facts that may be relevant to that treatment.

ARTICLE 24

GOVERNING LAW

24.1 THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED UNDER THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER STATE.

24.2 EACH OF THE PARTIES HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT OF COMPETENT JURISDICTION SITUATED IN THE CITY OF NEW YORK, (WITHOUT RECOURSE TO ARBITRATION UNLESS BOTH PARTIES AGREE IN WRITING), AND TO SERVICE OF PROCESS BY CERTIFIED MAIL, DELIVERED TO THE PARTY AT THE ADDRESS

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

INDICATED IN ARTICLE 26. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION TO PERSONAL JURISDICTION, WHETHER ON GROUNDS OF VENUE, RESIDENCE OR DOMICILE.

24.3 Each Party waives, to the fullest extent permitted by Applicable Law, any right it may have to a trial by jury in respect of any proceedings relating to this agreement.

ARTICLE 25

ASSIGNMENT

25.1 This Agreement shall inure to the benefit of and be binding upon the Parties hereto, their respective successors and permitted assigns.

25.2 The Company shall not assign this Agreement or its rights or interests hereunder in whole or in part, or delegate its obligations hereunder in whole or in part, without the express written consent of Xxxx. Xxxx may, without the Company’s consent, assign and delegate all of Aron’s rights and obligations hereunder to (i) any Affiliate of Xxxx, provided that the obligations of such Affiliate hereunder are guaranteed by The Xxxxxxx 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 Xxxx immediately prior to such assignment. Any other assignment by Xxxx shall require the Company’s consent.

25.3 Any attempted assignment in violation of this Article 25 shall be null and void ab initio and the non-assigning Party shall have the right, without prejudice to any other rights or remedies it may have hereunder or otherwise, to terminate this Agreement effective immediately upon notice to the Party attempting such assignment.

ARTICLE 26

NOTICES

All invoices, notices, requests and other communications given pursuant to this Agreement shall be in writing and sent by email or nationally recognized overnight courier. A notice shall be deemed to have been received when transmitted by email to the other Party’s email set forth in Schedule M, or on the following Business Day if sent by nationally recognized overnight courier to the other Party’s address set forth in Schedule M and to the attention of the person or department indicated. A Party may change its address or email address by giving written notice in accordance with this Section, which is effective upon receipt.

ARTICLE 27

NO WAIVER, CUMULATIVE REMEDIES

27.1 The failure of a Party hereunder to assert a right or enforce an obligation of the other Party shall not be deemed a waiver of such right or obligation. The waiver by any Party of a breach

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

of any provision of, or Event of Default or Default under, this Agreement shall not operate or be construed as a waiver of any other breach of that provision or as a waiver of any breach of another provision of, Event of Default or Default under, this Agreement, whether of a like kind or different nature.

27.2 Each and every right granted to the Parties under this Agreement or allowed it by law or equity shall be cumulative and may be exercised from time to time in accordance with the terms thereof and Applicable Law.

ARTICLE 28

NATURE OF THE TRANSACTION AND RELATIONSHIP OF PARTIES

28.1 This Agreement shall not be construed as creating a partnership, association or joint venture between the Parties. It is understood that each Party is an independent contractor with complete charge of its employees and agents in the performance of its duties hereunder, and nothing herein shall be construed to make such Party, or any employee or agent of the Company, an agent or employee of the other Party.

28.2 Neither Party shall have the right or authority to negotiate, conclude or execute any contract or legal document with any third person; to assume, create, or incur any liability of any kind, express or implied, against or in the name of the other; or to otherwise act as the representative of the other, unless expressly authorized in writing by the other.

ARTICLE 29

MISCELLANEOUS

29.1 If any Article, Section or provision of this Agreement shall be determined to be null and void, voidable or invalid by a court of competent jurisdiction, then for such period that the same is void or invalid, it shall be deemed to be deleted from this Agreement and the remaining portions of this Agreement shall remain in full force and effect.

29.2 The terms of this Agreement constitute the entire agreement between the Parties with respect to the matters set forth in this Agreement, and no representations or warranties shall be implied or provisions added in the absence of a written agreement to such effect between the Parties. This Agreement shall not be modified or changed except by written instrument executed by the Parties’ duly authorized representatives.

29.3 No promise, representation or inducement has been made by either Party that is not embodied in this Agreement or the Transaction Documents, and neither Party shall be bound by or liable for any alleged representation, promise or inducement not so set forth.

29.4 Time is of the essence with respect to all aspects of each Party’s performance of any obligations under this Agreement.

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

29.5 Nothing expressed or implied in this Agreement is intended to create any rights, obligations or benefits under this Agreement in any person other than the Parties and their successors and permitted assigns.

29.6 All audit rights, payment, confidentiality and indemnification obligations and obligations under this Agreement shall survive for the time periods specified herein.

29.7 This Agreement may be executed by the Parties in separate counterparts and initially delivered by facsimile transmission or otherwise, with original signature pages to follow, and all such counterparts shall together constitute one and the same instrument.

29.8 All transactions hereunder are entered into in reliance on the fact that this Agreement and all such transactions constitute a single, integrated agreement between the Parties, and the Parties would not have otherwise entered into any other transactions hereunder.

[Remainder of Page Intentionally Left Blank]

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

IN WITNESS WHEREOF, each Party hereto has caused this Agreement to be executed by its duly authorized representative as of the date first above written.

X. XXXX & COMPANY

By: _________________________________

Name: _________________________________

Title: _________________________________

ALON SUPPLY, INC.

By: _________________________________

Name: _________________________________

Title: _________________________________

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

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

Schedule A

Products and Product Specifications

Crude: Grades are listed on Schedule P

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

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

Jet: Jet A, Kerosene Distillate, JP-8

Asphalt: Emulsified Asphalt, Roofing Flux, Kraft Saturant, Rooflex 767, Built-up Roofing Asphalt, 740 Shingle Adhesive, Shingle Adhesive, Uncatalyzed Coating, Asphalt Cement, Emulsion Base Stock, Vacuum Tower Bottoms, High Performance Seal, Fuel Oil, Vacuum Tower Bottoms

Catfeed: Vacuum Gas Oil

Propane: Liquefied petroleum gas

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

Schedule A-1

a subsidiary of

PRODUCT SPECIFICATIONS

PRODUCT: LIGHT STRAIGHT RUN GASOLINE

GRADE: TREATED PRODUCT CODE: 11116

DESCRIPTION: A light straight run petroleum naphtha suitable as a gasoline blendstock.

MEETS SPECIFICATIONS: Paramount Petroleum



TESTS	ASTM METHOD	SPECS	TYPICAL ANALYSIS¹

API Gravity, 60°F	D287	85 max	77.0
Distillation IBP, °F	D86		95
10% Evaporated, °F	X00		000
20% Evaporated, °F	X00		000
50% Evaporated, °F	X00		000
90% Evaporated, °F	D86		175
End Point, °F	D86	275 max	240
% Recovered	D86	97 min	98
Xxxx Vapor Pressure, PSI @ 100°F	D5191	11.5 max	11.0
Sulfur, Wt. %	D4294	0.01 max	0.005
Saybolt Color	D156	+22 min.	+30
Paraffins, Vol. %		85
Olefins, Vol. %	D1319	1.5 max	0
Naphthenes, Vol. %		13
Aromatics, Vol. %	D1319		2
Bromine Number	D1599		1.0
Research Octane Number, Clear	D2699		73.6
Motor Octane Number, Clear	D2700		73.2
Total Nitrogen, ppm	D3431		1.5
Chlorides, ppm			1.3
Doctor Test	D4592	Neg	Neg
Copper Corrosion, 122°F, 3 Xx	X000	la	la

¹Values shown as typicals may at times, be superseded by results which are current at a particular time.

AVAILABILITY: Readily available

DOT SHIPPING NAME: UN1203, Gasoline, 3, II

DOT PLACARD: Class 3, 1203

RELEASED: 02-01-2003

Schedule A-2

a subsidiary of

PRODUCT SPECIFICATIONS

PRODUCT: REFORMATE

GRADE: PRODUCT CODE: 11118

DESCRIPTION: A high octane petroleum reformate suitable as a gasoline blendstock.

MEETS SPECIFICATIONS: Paramount Petroleum



TESTS	ASTM METHOD	SPECS	TYPICAL ANALYSIS¹

API Gravity, 60°F	D287		48.0
Distillation IBP, °F	D86		95
10% Evaporated, °F	X00		000
20% Evaporated, °F	X00		000
50% Evaporated, °F	X00		000
90% Evaporated, °F	X00		000
Xxx Xxxxx, xX	X00		000
% Residue	D86		0.5
Xxxx Vapor Pressure, PSI @ 100°F	D323	7.5 max	5.0
Sulfur, Wt. %	D4294		0.0001
Paraffins, Vol. %			32
Olefms, Vol. %	D1319		1
Naphthenes, Vol. %			1
Aromatics, Vol. %	D1319		66
Bromine Number	D1599		1.0
Research Octane Number, Clear	D2699	95 min	96.0
Motor Octane Number, Clear	D2700		86.0

¹Values shown as typicals may at times, be superseded by results which are current at a particular time.

AVAILABILITY:

DOT SHIPPING NAME: UN1268, Petroleum distillates, n.o.s. (reformate), 3, I

DOT PLACARD: Class 3, 1268

RELEASED: 02-01-2003

Schedule A-3

a subsidiary of

PRODUCT SPECIFICATIONS

PRODUCT: DIESEL FUEL OIL

GRADE: Unfinished Straight Run, Dyed PRODUCT CODE: 11229

DESCRIPTION: A general purpose, middle distillate fuel for railroad and marine diesel engines.


MEETS SPECIFICATIONS:	ASTM D975, Not legal for motor vehicle use in California or on-highway use in the United States.



	ASTM METHOD	SPECS	TYPICAL ANALYSIS¹

API Gravity, 60 °F	D287		32.2
Flash Point, P.M.C.C., °F	D93	140 min	154
Viscosity, Kinematic, 104°F, cSt	D445	1.9-4.1	3.5
Distillation, IBP, °F	D86		370
Distillation, 50% Point, °F	D86		518
Distillation, 90% Point, °F	D86	000-000	000
Distillation, EP, °F	D86		692
Water & Sediment, Vol. %	D1796	0.05 max	0.0
Color, Visual		Red	Red
Red Dye, ppm		11.1 min	11.8
Carbon Residue, 10% Btms, Wt. %	D524	0.35 max	0.2
Ash, Wt. %	D482	0.01 max	0.001
Pour Point, °F	D97		00
Xxxxx Xxxxx, xX	X0000	26 max	10
Sulfur, Wt. %	D4294	1.0 max	0.67
Copper Strip Corrosion, 3 Hrs, 122 °F	D130	No. 3 max	lA
Cetane Index	D4737	40 min	43.4

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.

AVAILABILITY: Readily available

DOT SHIPPING NAME: NA1993, Diesel fuel, 3, III

DOT PLACARD: Class 3, 1993

RELEASED: 02-01-2003

Schedule A-4

a subsidiary of

PRODUCT SPECIFICATIONS

PRODUCT: DISTILLATE

GRADE: Straight Run PRODUCT CODE: 11238


DESCRIPTION:	A straight run middle distillate suitable for blending or for further processing to make a No. 2 Diesel.


MEETS SPECIFICATIONS:	Paramount Petroleum. Not legal for use by an end user.



TESTS	ASTM METHOD	SPECS	TYPICAL ANALYSIS¹

API Gravity, 60°F	D287		31.0
Flash Point, P.M.C.C., °F	D93	125 min	166
Viscosity, Kinematic, 104 °F, cSt	D445	1.9-4.1	4.0
Distillation, IBP, °F	D86		370
Distillation, 50% Point, °F	D86		545
Distillation, 90% Point, °F	D86	000-000	000
Distillation, EP, °F	D86		695
Water & Sediment, Vol. cY0	D1796	0.05 max	0.0
Color, AS TM	D1500		2.0
Carbon Residue, 10% Btms, Wt. %	D524	0.35 max	0.02
Ash, Wt. %	D482	0.01 max	0.005
Pour Point, °F	D97		00
Xxxxx Xxxxx, xX	X0000	26 max	20
Sulfur, Wt. %	D4294	1.0 max	0.82
Copper Strip Corrosion, 3 hrs, 122 °F	D130	No. 3 max	1A
Cetane Index	D4737	40 min	44.5
Aromatics, Vol.%	D5186	35 max	31

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.

AVAILABILITY: Readily available

DOT SHIPPING NAME: UN1268, Petroleum Distillates, n.o.s.,3, III

DOT PLACARD: Class 3, 1268

RELEASED: 02-01-2003

Schedule A-5

a subsidiary of

PRODUCT SPECIFICATIONS

PRODUCT: VACUUM GAS OIL

GRADE: HIGH SULFUR PRODUCT CODE: 11542


DESCRIPTION:	A virgin gas oil suitable as feedstock for fluid catalytic crackers and desulfurization units.


MEETS SPECIFICATIONS:	Paramount Petroleum.



TESTS	ASTM METHOD		SPECS		TYPICAL ANALYSIS¹

API Gravity, 60°F	D287	17-23		21.5
Sulfur, Wt. %	D4294	1.40 max		1.35
Viscosity, cSt @ 100°F	D445			60
Viscosity, cSt @ 122°F	D445			35
Flash Point, P.M.C.C., °F	D93	175 min		280
Pour Point, °F	D97	90 max		80
Aniline Point, °F	D611	145 min		150
Distillation IBP °F	D1160	400 min		470
10% Distilled, °F	D1160			615
20% Distilled, °F	D1160			660
50% Distilled, °F	D1160			750
90% Distilled, °F	D1160			000
Xxxxxxxxxxxx Xxx Xxxxx, xX	X0000	1025 max		980
Water & Sediment, Vol. %	D1796	0.3 max		0.05
Ramsbottom Carbon Residue, Wt. %	D524	0.4 max		0.21
Heptane Insolubles, Wt. %				0.002
Ash, Wt. %	D482			0.01
Nitrogen, Total, Wt. %	D3228			0.35
Nitrogen, Basic, Wt. %				0.14
Nickel, ppm	E2SM10-9	1.0 max		0.6
Vanadium, ppm	E2SM10-9	1.0 max		0.2
Copper, ppm	E2SM10-9	1.0 max		0.1
Iron, ppm	E2SM10-9	2.0 max		1.0
Sodium, ppm	E2SM10-9	1.0 max		0.1

¹Values shown as typicals may at times, be superseded by results which are current at a particular time.

AVAILABILITY: Readily available

DOT SHIPPING NAME: NA1993, Combustible liquid, n.o.s., III

DOT PLACARD: Combustible, 1993

RELEASED: 02-01-2003

Schedule A-6

a subsidiary of

PRODUCT SPECIFICATIONS

PRODUCT: FUEL OIL

GRADE: 1500, HIGH SULFUR PRODUCT CODE: 11460


DESCRIPTION:	A residual fuel oil suitable for blending bunker fuels.


MEETS SPECIFICATIONS:	Paramount Petroleum.



TESTS	ASTM METHOD	SPECS	TYPICAL ANALYSIS¹

API Gravity, 60°F	D287	10 min	12.0
Viscosity, SSF @ 122°F	X00	0000-0000	1450
Viscosity, cSt @ 122°F	D445	2500-3180	3075
Flash Point, P.M.C.C., °F	D93	150 min	230+
Sulfur, Wt. %	D4294	5.0 max	2.3
Water & Sediment, Vol. %	D1796	2.0 max	0.5
Pour Point, °F	D97	100 max	85

¹Values shown as typicals may at times, be superseded by results which are current at a particular time.

AVAILABILITY: Special order only

DOT SHIPPING NAME: NA1993, Hot Fuel oil, 3, III

DOT PLACARD: Class 3, Hot, 1993

RELEASED: 02-01-2003

Schedule A-7

a subsidiary of

PRODUCT SPECIFICATIONS

PRODUCT: FUEL OIL

GRADE: BUNKER C PRODUCT CODE: 11462


DESCRIPTION:	A residual No. 6 fuel oil suitable as a bunker fuel.


MEETS SPECIFICATIONS:	Paramount Petroleum.



TESTS	ASTM METHOD	SPECS	TYPICAL ANALYSIS¹

API Gravity, 60°F	D287	12-16	15.0
Viscosity, cSt @ 122°F	D445	500 max	000
Xxxxx Xxxxx, X.X.X.X., xX	X00	000 min	230+
Sulfur, Wt. %	D4294	5.0 max	2.1
Water & Sediment, Vol. %	D1796	1.0 max	0.5
Ash, Wt. %	D482	0.1 max	0.04
Carbon Residue, Ramsbottom, Wt. %	D524		8.5
Pour Point, °F	D97		65

¹Values shown as typicals may at times, be superseded by results which are current at a particular time.

AVAILABILITY: Special order only

DOT SHIPPING NAME: NA1993, Combustible liquid, n.o.s. (fuel oil), III

DOT PLACARD: Combustible, 1993

RELEASED: 02-01-2003

Schedule A-8

a subsidiary of

PRODUCT SPECIFICATIONS

PRODUCT: LIGHT STRAIGHT RUN NAPHTHA

GRADE: UNTREATED PRODUCT CODE: 11610


DESCRIPTION:	A light straight run petroleum naphtha suitable as a feedstock for downstream gasoline conversion units.


MEETS SPECIFICATIONS:	Paramount Petroleum.



TESTS	ASTM METHOD	SPECS	TYPICAL ANALYSIS¹

API Gravity, 60°F	D287	85 max	73
Distillation IBP, °F	D86		95
10% Evaporated, °F	X00		000
20% Evaporated, °F	X00		000
50% Evaporated, °F	X00		000
90% Evaporated, °F	X00		000
Xxx Xxxxx, xX	X00		000
% Recovered	D86		97
Xxxx Vapor Pressure, PSI @ 100°F	D5191		12.0
Sulfur, Wt. %	D4294		0.005

¹Values shown as typicals may at times, be superseded by results which are current at a particular time.

AVAILABILITY: Readily available

DOT SHIPPING NAME: UN1268, Petroleum Distillates, n.o.s., 3, I

DOT PLACARD: Class 3, 1268

RELEASED: 02-01-2003

Schedule A-9

a subsidiary of

PRODUCT SPECIFICATIONS

PRODUCT: HEAVY NAPHTHA

GRADE: UNTREATED PRODUCT CODE: 11617


DESCRIPTION:	A heavy straight run petroleum naphtha suitable as a reformer feedstock.


MEETS SPECIFICATIONS:	Paramount Petroleum.



TESTS	ASTM METHOD	SPECS	TYPICAL ANALYSIS¹

API Gravity, 60°F	D287	51-57	54.0
Distillation IBP, °F	D86		150
10% Evaporated, °F	D86	190 min	205
20% Evaporated, °F	X00		000
50% Evaporated, °F	D86	270 max	250
90% Evaporated, °F	D86		320
End Point, °F	D86	385 max	380
% Recovery	D86	98 min	99
% Residue	D86		0.5
Xxxx Vapor Pressure, PSI @ 100°F	D5191	4.0 max	3.5
Sulfur, Wt. %	D4294	0.4 max	0.10
Saybolt Color	D156	+22 min	+26
Paraffins, Vol. %			50
Olefins, Vol. %	D1319	1.5 max	0
Naphthenes, Vol. %			38
Aromatics, Vol. %	D1319		12
N+1A, Vol. %		43 min	50
Research Octane Number, Clear	D2699		65.5
Motor Octane Number, Clear	D2700		60.0
Total Nitrogen, ppm	D3431		3.0
Chlorides, ppm			1.3

¹Values shown as typicals may at times, be superseded by results which are current at a particular time.

AVAILABILITY: Readily available

DOT SHIPPING NAME: UN1268, Petroleum distillates, n.o.s. (Naphtha), 3, II

DOT PLACARD: Class 3, 1268

RELEASED: 02-01-2003

Schedule A-10

a subsidiary of

PRODUCT SPECIFICATIONS

PRODUCT: FULL RANGE NAPHTHA

GRADE: UNTREATED PRODUCT CODE: 11619


DESCRIPTION:	Full range straight run petroleum naphtha suitable as a feedstock for downstream gasoline conversion units.


MEETS SPECIFICATIONS:	Paramount Petroleum.



TESTS	ASTM METHOD	SPECS	TYPICAL ANALYSIS¹

API Gravity, 60_F	D287		62.0
Distillation IBP, °F	X00		000
10% Evaporated,°F	D86		145
20% Evaporated, °F	X00		000
50% Evaporated, °F	D86	000-000	000
90% Evaporated, °F	X00		000
95% Evaporated, °F	D86		330
End Point, °F	D86	375 max.	365
% Residue	D86	1.0 max.	0.5
Xxxx Vapor Pressure, PSI @ 100°F	D5191	10 max.	7.6
Sulfur, Wt. %	D4294	0.4 max.	0.03
Saybolt Color	D156		+24
Paraffins, Vol. %	D5443	56
Olefins, Vol. %	D5443	1.5 max.	1
Naphthenes, Vol. %	D5443		35
Aromatics, Vol. %	X0000		0
XxX, Xxx. %	D5443	43 min.	43
Benzene, Vol.%	D5443	1.6 max.	1.0
C3+C4 Content, Vol.%	D5443	4 max.	1.8
C5+ C6 Content, Vol.%	D5443	28 - 40	32.0
Basic Nitrogen, ppm			2
Chlorides, ppm		10 max.	1
Lead, ppm	D3237		0.01
Water, ppm	D1744	220 max.	150

¹Values shown as typicals may at times, be superseded by results which are current at a particular time.

AVAILABILITY: Readily available

DOT SHIPPING NAME: , UN1268, Petroleum distillates, n.o.s. (Naphtha), 311

DOT PLACARD: Class 3, 1268

Schedule A-11

a subsidiary of

RELEASED: 02-01-2003

Schedule A-12

a subsidiary of

PRODUCT SPECIFICATIONS

PRODUCT: KEROSENE DISTILLATE

GRADE: Straight Run PRODUCT CODE: 11706


DESCRIPTION:	A straight run middle distillate suitable for blending or for further processing to make a No. 1 Diesel.


MEETS SPECIFICATIONS:	Paramount Petroleum. Not legal for use by an end user.



TESTS	ASTM METHOD	SPECS	TYPICAL ANALYSIS¹

API Gravity, 60°F	D287		40.5
Flash Point, P.M.C.C., °F	D93	100 min	110
Viscosity, Kinematic, 104 °F, cSt	D445	1.3-2.1	1.4
Distillation, 10% Point, °F	D86	400 max	360
Distillation, 50% Point, °F	D86		410
Distillation, 90% Point, °F	D86	550 max	460
Distillation, EP, °F	D86		520
Water & Sediment, Vol. %	D1796	0.05 max	0.0
Color, ASTM	D1500		1.0
Sulfur, Wt. %	D4294	0.5 max	0.3
Copper Strip Corrosion, 3 hrs, 122 °F	D130	No. 3 max	1A
Cetane Index	D4737		39.5

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.

AVAILABILITY: Readily available

DOT SHIPPING NAME: UN1268, Petroleum Distillates, n.o.s.3, III

DOT PLACARD: Class 3, 1268

RELEASED: 02-01-2003

Schedule A-13

a subsidiary of

PRODUCT SPECIFICATIONS

PRODUCT: LIQUIFIED PETROLEUM GAS

GRADE: BUTANE PRODUCT CODE: 11903


DESCRIPTION:	A Butane based saturated liquified petroleum gas suitable as a fuel or as a gasoline blendstock.


MEETS SPECIFICATIONS:	ASTM D1835



TESTS	ASTM METHOD	SPECS	TYPICAL ANALYSIS¹

Vapor Pressure, 100°F, PSIG	D2598	70 max	46
Specific Gravity, 60/60°F	D2598		0.58
Ethane, Vol. %	D2163	0.2 max	0.0
Propane, Vol. %	D2163	3.0 max	2
Isobutane, Vol. %	D2163	20.0 min	27
Isobutylene & Butadiene, Vol. %	D2163	0.1 max	0.0
Other C3 & CC4 Olefins, Vol. %	D2163	0.3 max	0.0
Pentanes and heavier, Vol. %	D2163	2.0 max	1.5
Copper Strip Corrosion, 100°F	D1838	No. 1 max	la
Sulfur, ppm	D2784	140 max	5
Hydrogen Sulfide	D2420	Xxxx	Xxxx
Mercaptan Sulfur, PPM	U0P212	250 max	5
Free water content	X0000	Xxxx	Xxxx
Xxxxxxxx, ppm	U0P619		<1

¹Values shown as typicals may at times, be superseded by results which are current at a particular time.

AVAILABILITY:

DOT SHIPPING NAME: UN1075, Petroleum gases, liquified, (LPG), 2.1

DOT PLACARD: Flammable gas, 1075

RELEASED: 02-01-2003

Schedule A-14

a subsidiary of

PRODUCT SPECIFICATIONS

PRODUCT: VACUUM TOWER BOTTOMS

GRADE: VTB FOR FUEL OIL PRODUCT CODE: 13814


DESCRIPTION:	A vacuum steam refined straight run residual.


MEETS SPECIFICATIONS:	Paramount Petroleum



TESTS	ASTM METHOD	AASHTO METHOD	SPECS.	TYPICAL ANALYSIS'
Abs. Viscosity, 140 °F, Poise	D2171	T202	1000 min	1725
Kin. Viscosity, 275 °F cSt	D2171	T201		308
Penetration, 77°F, 100g, 5s	D5	T49		54
Flash Point, C.O.C., °F	X00	X00	525 min	600
Solubility in TCE, wt. %	D2042	T44	99.0 min	99.9
Specific Gravity, 77/77 °F	X00	X000		1.018
Specific Gravity, 60/60 °F	X00	X000		1.024
API Gravity, 60 °F	X00	X000		6.7
Density, 60 °F, Lbs/Gallon	X00	X000		8.53

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.

AVAILABILITY: Readily available

DOT SHIPPING NAME: UN3257, Elevated temperature liquid, n.o.s., 9, III

DOT PLACARD: Hot, 3257

RELEASED: 02-01-2003

Schedule A-15

Xxxx Xxxxx

From: (***)

Sent: Friday, February 24, 2012 11:07 AM

To: (***)

Subject: On-spec products

I'll get you a clean copy on Monday, if you have a question on any of this stuff please give me a call.

Paramount Bakersfield, CA (Alon Refinery) Product Specification On Spec 'so-Butane Copper Strip 1A

IC4 Min 90%

C3- Max 3%

Sulfur <10ppm

On Spec Normal-Butane

Copper Strip 1A

C5 Max 8%

C3- Max 3%

C6+ Max %0.03

On Spec Pentane

Copper Strip 1A

C3- Max 0.5%

C4 Max 10%

On Spec Propane

Product to meet HD5 Propane spec

(***)

Unconverted Gas Oil (UCO)

Product Specification Sheet



Test Code	Parameter	Unit	ASTM Method	Specs
2654	API Gravity	°API	D-287	30.0 - 35.0
1002	Flash Point	°F	D-93	120 Min
225	Viscosity, Kinematic	cSt	D-445	3.0 - 12.0
$904	Sim Dist. 10%	°F	D-2887	400 - 500
$904	Sim Dist. 50%	°F	D-2887	680 - 780
$904	Sim Dist. 90%	°F	D-2887	850 - 950
1006	Pour Point	°F	D-97	< 60
1009	BS&W	vol%	D-1796	0.25 Max
716	Sulfur, Horiba Sindie	wt	D-4294	< 0.08

Reviewed by: Xxxx X. Xxx Date: 7/18/2011

List of light product specs and codes:



Descrip	PPC Code	KM Code
CARBOB Regular Gasoline, Summer, 5.99 rvp	201	Al
CARBOB Regular Gasoline, Winter, 10.5 rvp	204	A2
CARBOB Regular Gasoline, Winter, 12.5 rvp	207	A3
EPA Ultra Low Sulfur Diesel	480	84
Carb Diesel	420	80
Jet A	314	15
CARBOB Premium Gasoline, Summer, 5.99 rvp	206	B1
CARBOB Premium Gasoline, Winter, 10.5 rvp	205	B2
CARBOB Premium Gasoline, Winter, 12.5 rvp	205	B3
Isooctane	110	none

LABORATORY CERTIFICATION REPORT



Product:	Gasoline	Product Code:	201
Grade:	CARBOB Regular, Summer	Tank No:	25005
		Batch No:	0201-47-11

Meets Specification: ASTM D 4814 and 13 CCR § 2297

California Air Resources Board, P.M⁽¹⁾. Alternative Specification for CARBOB.

This product requires the addition of 10.0 vol% ethanol.

This product does not comply with the standards for California gasoline without the addition of ethanol.



TEST	ASTM METHOD	SPECIFICATION	TEST RESULT
Research Octane Number	D 2699	Report	88.2
Motor Octane Number	D 2700	Report	82.0
Antiknock Index, (R+M) / 2	D 4814	85.0 min	85.1
API Gravity, 60 °F	D 287	Report	57.1
Sulfur, ppm by wt.	D 5453	P. M. Number 10-004	1.1
Aromatics, Vol %	D 5580	P. M. Number 10-004	34.6
Olefins, Vol %	D 6550	P. M. Number 10-004	<1
Benzene, Vol %	D 5580	P. M. Number 10-004	0.18
Xxxx Vapor Pressure, PSI @ 100 °F	13 CCR § 2297	P. M. Number 10-004	5.58
Oxygen, wt %	D 4815	P. M. Number 10-004	0.0
Distillation, °F IBP	D 86	P. M. Number 00-000	000
50 % Evaporated, °F	D 86	P. M. Number 00-000	000
90 % Evaporated, °F	D 86	P. M. Number 00-000	000
End Point, °F	D 86	437 max	354

(1) Predictive Model Number 10-004



DATA COMPILED BY:	/s/ Xxxxx Xxxxxx	DATE ISSUED:	10/11/11
	Shift Chemist		mm-dd-yy

RELEASED BY:		DATE:
	Shift Supervisor		mm-dd-yy

Schedule A-16

SPECIFICATIONS FOR CARBOB REGULAR GASOLINE

Product Code Al (1) (2) (3) (4)



Specification Points	ASTM Method (2)	CARB 3
Octane (R+M)/2	D-2699	84.0
	D-2700
Xxxx Vapor Pressure	Xxxxxxx-CA Equation	5.99
psi max.	D-323
Sulfur, ppmw	D-2622-94	32
	D-5453-93	(21 ppm eff 12-31-11)
Benzene, Vol. % Max	D-5580-95	1.22
Aromatic HC, Vol. % Max	D-5580-00	38.7
Olefins, Vol. % Max	D-6550-00	11.1
MTBE, Wt% Max	D-4815-99	0.006
Oxygen, (Combined) Wt. %, Max	D-4815-99	0.06
(Total, from combined Oxygenates other Than MTBE or Ethanol)
Distillation, deg. F.	D-86-99ae1
T50, Max		232
T90, Max		335
End Point, Max		437
Workmanship		Clear and Bright
Lead, Max. gm/gal.	D-3237	0.30
Phosphorus, Max gm/gal	D-3231	0.005

(1) In addition to above KMEP specifications, product must meet latest revision of ASTM D4814.

(2) This CARBOB certified for 3.3-3.7 wt% oxygen range with 10 vol% ethanol.


(3)	This product does not comply with the standards for California gasoline without the addition of ethanol.

(4) Carbon Intensity of this product is 95.86 gCO2e/MJ.

Schedule A-17

PARAMOUNT PETROLEUM LABORATORY CERTIFICATION REPORT



Product:	Gasoline	Product Code:	204
Grade:	CARBOB Regular, Winter	Tank No:	50001
		Batch No:	000-00-00

Meets Specification: ASTM D 4814 and 13 CCR § 2297

California Air Resources Board, P.M.⁽¹⁾ Alternative Specification for CARBOB.

This product requires the addition of 10.0 vol% ethanol.

This product does not comply with the standards for California gasoline without the addition of Ethanol.

Schedule A-18



TEST	ASTM METHOD	SPECIFICATION	TEST RESULT
Research Octane Number	D 2699	Report	88.7
Motor Octane Number	D 2700	Report	81.2
Antiknock Index, (R+M) / 2	D 4814	84.5 min	85.0
API Gravity, 60 °F	D 1298	Report	60.7
Sulfur, ppm by wt.	D 5453	P.M. Number 003-11	3.0
Doctor Test	D 4952	Negative	Neg
Aromatics, Vol %	D 5580	P.M. Number 003-11	31.2
Olefins, Vol %	D 6550	P.M. Number 003-11	0
Benzene, Vol %	D 5580	P.M. Number 003-11	0.15
Xxxx Vapor Pressure, PSI @ 100 °F	13 CCR § 2297	P.M. Number 003-11(2)	10/9/2002
Temp, °F for a Ratio of 20 Vap / Liq	D 4814	116 min	130
Driveability Index, °F	D 4814	1220 max	1121
Gum Content, Washed, mg / 100 mL	D 381	5 max	<0.5
Oxidation Stability, minutes	D 525	240 min	240
Oxygen, wt %	D 4815	P.M. Number 003-11	0.0
Silver Corrosion, 3 hrs @ 122 °F / classification	D 4814 A.1		0
Copper Corrosion, 3 hrs @ 122 °F	D 130	No. 1 max	1A
Distillation, °F	D 86	P.M. Number 003-11
10 % Evaporated, °F	D 86		134
20% Evaporated, °F	D 86	Report	150
30 °/. Evaporated, °F	D 86	Report	164
40 % Evaporated, °F	D 86		182
50 % Evaporated, °F	D 86	P.M. Number 000-00	000
60% Evaporated, °F	D 86	Report	218
70 % Evaporated, °F	D 86	Report	240
80 % Evaporated, °F	D 86	Report	267
90 % Evaporated, °F	D 86	P.M. Number 000-00	000
End Point, °F	D 86	Report	356
Recovery, vol %	D 86	Report	97.2
Residue, vol %	D 86	Report	1.3
Loss, vol %	D 86	Report	1.5

⁽¹⁾ Predictive Model Number 003-011^{. (2)} Pipeline: 10.5 max.



DATA COMPILED BY:	/s/ Rahman S	DATE:	30-Nov-11
	Shift Chemist		mm-dd-yy

RELEASED BY:		DATE:
	Shift Supervisor		mm-dd-yy

SPECIFICATIONS FOR CARBOB REGULAR GASOLINE

Product Code A2 (1) (2) (3) (4)

Schedule A-19



Specification Points	ASTM Method (2)	CARB (3)
Octane (R&M)/2	D-2699	84.0
	D-2700
Xxxx Vapor Pressure	Xxxxxxx-CA Equation	10.50
psi max.	D-323
Sulfur, ppmw	D-2622-94	32
	D-5453-93	(21 ppm eff 12-31-11)
Benzene, Vol. % Max	D-5580-95	1.22
Aromatic HC, Vol. % Max	D-5580-00	38.7
Olefins, Vol. % Max	D-6550-00	11.1
MTBE, Wt% Max	D-4815-99	0.006
Oxygen, (Combined) Wt. %, Max(Total, from combined Oxygenates other Than MTBE or Ethanol)	D-4815-99	0.06

Distillation, deg. F.	D-86-99ae1
T50, Max		232
T90, Max		335
End Point, Max	437
Workmanship		Clear and Bright
Lead, Max. gm/gal.	D-3237	0.030
Phosphorus, Max gm/gal	D-3231	.005

(1) In addition to above KMEP specifications, product must meet latest revision of ASTM D4814.

(2) This CARBOB certified for 3.3-3.7 wt% oxygen range with 10 vol% ethanol.

(3) This product does not comply with the standards for California gasoline without the addition of ethanol.

(4) Carbon Intensity of this product is 95.86 gCO2e/MJ.

Schedule A-20

PARAMOUNT PETROLEUM LABORATORY CERTIFICATION REPORT



Product:	Gasoline	Product Code:	207
Grade:	CARBOB Regular, Winter	Tank No:	50001
		Batch No:	000-00-00
Meets Specification:	ASTM D 4814 and 13 CCR § 2297

California Air Resources Board, P.M.⁽¹⁾ Alternative Specification for CARBOB.

This product requires the addition of 10.0 vol% ethanol.

This product does not comply with the standards for California gasoline without the addition of Ethanol.

Schedule A-21



TEST			ASTM METHOD		SPECIFICATION		TEST RESULT
Research Octane Number			D 2699		Report		87.5
Motor Octane Number			D 2700		Report		84.5
Antiknock Index, (R+M) / 2			D 4814		84.5 min		86.0
API Gravity, 60 °F			D 1298		Report		64.0
Sulfur, ppm by wt.			D 5453		P.M. Number 003-11		2.4
Doctor Test			D 4952		Negative		Neg
Aromatics, Vol %			D 5580		P.M. Number 003-11		27.7
Olefins, Vol %			D 6550		P.M. Number 003-11		0
Benzene, Vol %			D 5580		P.M. Number 003-11		0.19
Xxxx Vapor Pressure, PSI @ 100 °F			13 CCR § 2297		P.M. Number 003-11⁽²⁾		12.13
Temp, °F fora Ratio of 20 Vap / Liq			D 4814		116 min		119
Driveability Index, °F			D 4814		1220 max		1042
Gum Content, Washed, mg / 100 mL			D 381		5 max		<0.5
Oxidation Stability, minutes			D 525		240 min		240
Oxygen, wt %			D 4815		P.M. Number 003-11		0.0
Silver Corrosion, 3 hrs @ 122 °F / classification			D 4814 A.1				0
Copper Corrosion, 3 hrs @ 122 °F			D 130		No. 1 max		1A
Distillation, °F			D 86		P.M. Number 003-11
10 % Evaporated, °F			D 86				111
20% Evaporated, °F			D 86		Report		131
30 % Evaporated, °F			D 86		Report		149
40 % Evaporated, °F			D 86				167
50 % Evaporated, °F			D 86		P.M. Number 000-00		000
60% Evaporated, °F			D 86		Report		208
70 % Evaporated, °F			D 86		Report		229
80 % Evaporated, °F			D 86		Report		255
90 % Evaporated, °F			D 86		P.M. Number 000-00		000
End Point, °F			D 86		Report		353
Recovery, vol %			D 86		Report		96.5
Residue, vol %			D 86		Report		0.7
Loss, vol %			D 86		Report		2.8

⁽¹⁾ Predictive Model Number 003-011.⁽²⁾Pipeline: 12.5 max.
	Data compiled by:	/s/ Xxxxxx Xxxxxxxxx		Date:		10-Dec-11
		Shift Chemist				mm-dd-yy

	Released by:			Date:
		Shift Supervisor				mm-dd-yy

SPECIFICATIONS FOR CARBOB REGULAR GASOLINE

Product Code A3 (1) (2) (3) (4)

Schedule A-22



Specification Points	ASTM Method (2)	CARB 3
Octane (R+M)/2	D-2699	84.0
D-2700
Xxxx Vapor Pressure psi max.	Xxxxxxx-CA Equation D-323	12.50
Sulfur, ppmw	D-2622-94 D-5453-93	32 (21 ppm eff 12-31-11)
Benzene, Vol. % Max	D-5580-95	1.22
Aromatic HC, Vol. % Max	D-5580-00	38.7
Olefins, Vol. % Max	D-6550-00
MTBE, Wt% Max	D-4815-99	0.006
Oxygen, (Combined) Wt. %, Max	D-4815-99	0.06
(Total, from combined Oxygenates other Than MTBE or Ethanol)
Distillation, deg. F.	D-86-99ae1
T50, Max		232
T90, Max		335
End Point, Max		437
Workmanship		Clear and Bright
Lead, Max. gm/gal.	D-3237	0.030
Phosphorus, Max gm/gal

(1) In addition to above KMEP specifications, product must meet latest revision of ASTM D4814.

(2) This CARBOB certified for 3.3-3.7 wt% oxygen range with 10 vol% ethanol.

(3) This product does not comply with the standards for California gasoline without the addition of ethanol.

(4) Carbon Intensity of this product is 95.86 gCO2e/MJ.

Schedule A-23

PARAMOUNT PETROLEUM CORPORATION



Product:	DIESEL FUEL OIL	Product Code:	480
Grade:	No. 2-D, Ultra Low Sulfur, EPA	Tank No:	50003
Meets Specification:	ASTM D 975 Not legal for on road motor vehicle use BATCH No: 0480-50-11	Batch No:	0480-50-11



TEST	ASTM METHOD	SPECIFICATION	RESULT

API Gravity @ 60° F	D 287		36.4
Flash Point, PMCC °F	D 93	125 min	160
Viscosity, @ 40°C, cSt	D 445	1.9 - 4.1	3.4
Initial Boiling Point, °F	D 86	Report	382
10 %, °F	D 86		446
50 %, °F	D 86		538
90%,° F	D 86	540 - 640	633
Final Boiling Point, °F	D 86		693
Water & Sediment, vol %	D 2709	0.05 max	0.00
Color, ASTM Code	D 1500		1.0
Carbon Residue, 10% Btms	D 524	0.35 max	0.14
Ash, wt %	D 482	0.01max	0.001
Pour Point, °F	D 97	Report	15
Cloud Point, °F	D 2500	26 max	26
Sulfur, PPM	D 5453	10 max	7.3
Corrosion, 3 hrs. @122°F,	D 130	No. 3 max	1A
Cetane Index,	D 4737	40.0 min	53.4
Aromatics, Vol %	D 5186	35.0 max	30.50
Conductivity, pS/m	D 2624	50 min	289



DATA COMPILED BY:	/s/ Rahman.S	DATE: ISSUED	6-Dec-11
	Shift Chemist

RELEASED BY:		DATE:
	Shift Team Leader

Schedule A-24

SPECIFICATIONS FOR EPA
ULTRA LOW SULFUR DIESEL FUEL

Product Code 84 (1)(2)(3)(4)(5)



Specification Points	ASTM Method	Shipments Min.	Max.
Gravity, deg. API	D-287, D1298, D-4052	30.0
Flash, P.M., deg. F.
Sulfur, ppm max
Aromatic %	X-00	000
Xxxxxxxxx (XXXX) %	D-5453, D-7039
Color D-1500	D-1319		0.0
Cetane Number	D-7371		4.0
OR
Cetane Index	D-613	40.0
Haze Rating/Workmanship
Cloud Point deg. F.	D-976		2.0
Pour point deg. F.	D-4176
Distillation	D-2500	ASTM(4)
90% Recovered deg. F.	D-97	ASTM(4)	640
	D-86	540


(1)	In addition to above KMEP specifications, product must meet ASTM D-975 latest revision, with exception to lubricity and conductivity requirements; this product may require treatment with a lubricity and/or conductivity improver in order to be fully compliant with the latest revision of ASTM D-975 prior to terminal distribution.


(2)	At pipeline input; terminal delivery/distribution not to exceed 15 ppm.


(3)	EPA Ultra Low Sulfur on-highway diesel requires a Cetane Index of 40 or maximum Aromatics of 35%.


(4)	Due to fungible specifications, the cloud/pour point for diesel products must comply with the ASTM specifications for the region in which the diesel is produced. It should be noted that diesel products distributed into colder climates may require cloud and/or pour point suppressors, i.e., winterization.


(5)	At delivery, product is fungible with EPA Renewable product code 8E.

PARAMOUNT PETROLEUM CORPORATION



Product:	Ultra Low Sulfur CARB-DSL	PRODUCT CODE:	420
Grade:	No. 2-D, Low Sulfur, CARB Equivalent,	TANK No:	10008
		BATCH No:	0420-13-11
Meets Specification:	ASTM D 975 and CCR, Title 13, 2281 and 2282, and CARB Executive order G-714-035



TEST	TEST METHOD	SPECIFICATION	RESULT
API Gravity @ 60 ° F	D 287		38.8
Flash Point, PMCC, ° F	D 93	125 min	132
Viscosity, Kin @ 104°F, CSt	D 445	1.9 - 4.1	2.4
Distillation, IBP, °F	D 86	Report	329
Distillation, 50 % Point, °F	D 86	Report	466
Distillation, 90 % Point, °F	D 86	540 - 640	596
Distillation, EP, °F,	D 86	Report	656
Water & Sediment, V01.%	D 2709	0.05 max	0.00
Color, ASTM, Code	D 1500	3.0 max	1.0
Carbon Residue, 10% Btms.	D 524	0.35 max	0.03
Ash, Wt %	D 482	0.01 max	0.001
Pour Point, Report °F	D 97		0
Cloud Point, °F	D 2500	26 max	8
Sulfur, PPMW	D 5453	15 ppm max	7.7
Corrosion, 3 hrs. @122°F, Code	D 130	No. 3 max	1A
Cetane Number	D 613	KOR - 4d	50.6
Aromatics, Vol %	D 5186	KOR - 4d	23.80
Polycyclic Aromatics, Wt %	D 5186	KOR - 4d	0.70
Nitrogen, PPMW	D 4629	KOR - 4d	170
Fuel Additive, KFRO51	vol %	KOR - 4d	0.15
Conductivity, pS/m	D2624	50 min	109



DATA COMPILED BY:	/s/ Rahman.S	DATE:ISSUED:	16-Jul-11
	Shift Chemist		mm-dd-yy

RELEASED BY:		DATE:
	Shift Supervisor		mm-dd-yy

Schedule A-25

SPECIFICATIONS FOR CARB
ULTRA LOW SULFUR DIESEL FUEL

Product Code 80 (1) (2) (3) (4) (5)



Specification Points	ASTM Method	Shipments
		Min.	Max.
Gravity, deg. API	D-287, D-1298, D-4052	30.0
Flash point, deg. F.	D-93	125
Sulfur, max ppm (2)	D-5453, D-7039
Aromatic vol %, Max	D-5186-96(3)		10.0 35.0 (3)
Biodiesel (FAME) %	D-7371		0.0
Color D-1500			4.0
Cetane Number	D-613	40.0
OR
Cetane Index	D-976	40.0
Haze Rating/Workmanship	D-4176		2.0
Cloud Point deg. F.	D-2500	ASTM
Pour point deg. F.	D-97	ASTM
Distillation	D-86	540	640
90% Recovered deg. F.


(1)	In addition to above KMEP specifications, product must meet ASTM D-975 latest revision, with exception to lubricity requirements; this product may require treatment with a lubricity and/or conductivity improver in order to be fully compliant with the latest revision of ASTM D-975 prior to terminal distribution.


(2)	At pipeline input; terminal delivery/distribution not to exceed 15 ppm.


(3)	Maximum allowable fungible specification. All Refinery production having greater than 10 Vol% Aromatics must have been produced within the restrictions of a CARB Executive Order.


(4)	At pump station receipt, Carbon Intensity of this product is 94.71 gCO2e/MJ.


(5)	At delivery, no CI is inferred; product is fungible with CARB Renewable product code 8C.

LABORATORY INSPECTION REPORT



Product:	Aviation Turbine Fuel	Product Code:	314
Grade:	Jet A Fuel, aviation, turbine engine, 3,UN1863, III, Class 3,1863	Tank No:	12501
		Batch No:	0314-40-11
		Operation Batch No:
Meets Specification:	ASTM D 1655



TEST	UNIT	METHOD	SPECIFICATION	RESULT

API GRAVITY	Degrees	D 1298	37.0 to 51.0	45.7
ACIDITY, TOTAL, MAX	mg XXX/xx	X 0000	.00	0.000
XXXXXXXX CONTENT, MAX	vol %	D 1319	25.0	16.9
SULFUR, MERCAPTAN MAX	vol %	D 3227	0.003	0.0003
SULFUR, TOTAL MAX	vol %	D 5453	0.30	0.0005
DISTILLATION:
/0 % RECOVERY PT. MAX	°F	D 86	401	340
20 % RECOVERY PT.	°F	D 86		350
50 % RECOVERY PT.	°F	D 86	Report	388
90 % RECOVERY PT.	°F	D 86	Report	466
FINAL BOILING PT. MAX	°F	D 86	572	497
RESIDUE, MAX	%	D 86	1.5	1.0
LOSS, MAX	%	D 86	1.5	1.0
FLASH POINT, MIN	°F	D 56	101	116
DENSITY @ 15°C	Kg/X	X 1298	.775 to .840	0.799
FREEZE PT.. MAX	°C	D 2386	-40	-51
VISCOSITY @ -20C, MAX	cST	D 445	8.0	4.0
NET HEAT OF COMBUSTION, MIN	MJ/Kg	D 3338	42.8	44.3
SMOKE POINT, MIN	mm	D 1322	18	20
NAPHTHALENES, MAX	vol %	D 1840	3.0	0.8
COPPER CORROSION, MAX	Code	D 130	1	1A
THERMAL STABILITY:		D 3241
Filter Pressure Drop, MAX	mm		25	7
Tube Deposit, Less Than	Code		3	1
EXISTENT GUM, MAX	mg/100 ml	D	7	2.0
PARTICULATE CONTAMINANTS, MAX	mg/X	X 5452	1.0	0.4
WATER REACTION RATING, MAX	Code	D 1094	1b	1
MICROSEPAROMETER RATING, MIN.	MSEP	D 3948	85	98



DATA COMPILED BY:	/s/ Xxxxx Xxxxx	DATE:	30-Nov-II
	Shift Chemist

RELEASED BY:		DATE:
	Shift Supervisor

Schedule A-26

SPECIFICATIONS FOR TURBINE FUEL

Product Code 15 (1) (2) (3)



Specification Points	ASTM Method	Shipments
		Min.	Max.
Gravity, deg. API	D-1298, D-4052	37.0	51.0
Workmanship		Clear and Bright
Distillation, deg. F.	D-86, (D-2887)
10% Recovered
End Point
Flash Point, deg. F.	D-56	105 (see note 2)
Freezing Point, deg C or F	X-0000, X-0000, D-7153, X-0000		-00
Xxxxxx Xxxxx, 2 h at 100 C (212 F)	X-000		Xx. 0
Xxxxxxxx Xxx, mg/100mL	D-381		7
MSEP Rating	D-3948	85
Sulfur weight %	D-2622		0.3
Particulate Contam. mg/L.	D-5452		2.0


(1)	In addition to above KMEP specifications, product must meet ASTM D-1655 latest revision.


(2)	At pipeline input. ASTM minimum 100 deg F applicable at terminals.


(3)	Any included additives approved for use in ASTM D-1655 must be declared by type and volume.

Schedule A-27

SPECIFICATIONS FOR CARBOB PREMIUM GASOLINE

Product Code B1 (1) (2) (3) (4)



Specification Points	ASTM Method (2)	CARB 3

Octane (R+M)/2	D-2699 D-2700	88.5
Xxxx Vapor Pressure psi max.	Xxxxxxx-CA Equation D-323	5.99

Sulfur, ppmw	D-2622-94	32
	D-5453-93	(21 ppm eff 12-31-11)
Benzene, Vol. % Max	D-5580-95	1.22
Aromatic HC, Vol. % Max	D-5580-00	38.7
Olefins, Vol. % Max	D-6550-00	11.1
MTBE, Wt% Max	D-4815-99	0.006
Oxygen, (Combined) Wt. %, Max(Total, from combined Oxygenates other Than MTBE or Ethanol)	D4815-99	0.06
Distillation, deg. F.	D-86-99ae1
T50, Max	232	232
T90, Max		335
End Point, Max		437
Workmanship		Clear and Bright
Lead, Max. gm/gal.	D-3237	0.030
Phosphorus, Max gm/gal	D-3231	0.005


(1)	In addition to above KMEP specifications, product must meet latest revision of ASTM D4814.


(2)	This CARBOB certified for 3.3-3.7 wt% oxygen range with 10 vol% ethanol.


(3)	This product does not comply with the standards for California gasoline without the addition of ethanol.


(4)	Carbon Intensity of this product is 95.86 gCO2e/MJ.

Schedule A-28

SPECIFICATIONS FOR CARBOB PREMIUM GASOLINE

Product Code B2 (1) (2) (3) (4)



Specification Points	ASTM Method (2)	CARB 3

Octane (R+M)/2	D-2699 D-2700	88.5
Xxxx Vapor Pressure psi max.	Xxxxxxx-CA Equation D-323	10.50
Sulfur, ppmw	D-2622-94	32
	D-5453-93	(21 ppm eff 12-31-11)
Benzene, Vol. % Max	D-5580-95	1.22
Aromatic HC, Vol. % Max	D-5580-00	38.7
Olefins, Vol. % Max	D-6550-00
MTBE, Wt% Max	D4815-99	0.006
Oxygen, (Combined) Wt. %, Max(Total, from combined Oxygenates other Than MTBE or Ethanol)	D-4815-99	0.06
Distillation, deg. F.	D-86-99ae1
T50, Max		232
T90, Max		335
End Point, Max		437
Workmanship		Clear and Bright
Lead, Max. gm/gal.	D-3237	0.030
Phosphorus, Max gm/gal	D-3231	0.005


(1)	In addition to above KMEP specifications, product must meet latest revision of ASTM D4814.


(2)	This CARBOB certified for 3.3-3.7 wt% oxygen range with 10 vol% ethanol.


(3)	This product does not comply with the standards for California gasoline without the addition of ethanol.

(4) Carbon Intensity of this product is 95.86 gCO2e/MJ.



PRODUCT SPECIFICATIONS
PRODUCT:	Kraft SATURANT
GRADE:	ORIENTE	PRODUCT CODE:	12220
DESCRIPTION:	A steam refined straight run asphalt flux made from Oriente crude and used in the manufacturing of roofing asphalt
MEETS SPECIFICATIONS:	Paramount Petroleum



TESTS	ASTM METHOD	AASHTO METHOD	SPECS.	TYPICAL ANALYSIS¹

Viscosity, Kinematic, 275°F, cSt	D2170	T201	000-000	000
Viscosity, Absolute, 140°F, Poise	D2171	T202	000-0000	0000
Flash Point, C.O.C., °F	X00	X00	540 min	550
Penetration, 77°F, dmm	D5	T49		105
Softening Point, °F	X00	X00	80 min	110
API Gravity, 60°F	X00	X000		7.5
Density, 60°F, lbs/Gallon	X00	X000		8.48

¹Values shown as typieals may, at times, be superseded by results which are current at a particular time.



AVAILABILITY:	Readily available
DOT SHIPPING NAME:	UN3257, Elevated temperature liquid, n.o.s., 9, III
DOT PLACARD:	Hot, 3257
RELEASED:	01-01-2007



PRODUCT SPECIFICATIONS
PRODUCT:	KRAFT SATURANT
GRADE:	245	PRODUCT CODE:	12245
DESCRIPTION:	A vacuum refined straight run asphalt product used for saturating Kraft paper and roofing xxxxx.
MEETS SPECIFICATIONS:	Paramount Petroleum



TESTS	ASTM METHOD	AASHTO METHOD	SPECS.	TYPICAL ANALYSIS¹

Viscosity, Kinematic, 210°F, eSt	D2170	T201	000-000	000
Viscosity, Sayholt, 210°F, SFS	X00	X00	000-000	000
Flash Point, C.O.C., °F	X00	X00	450 min	495
Softening Point, °F	X00	X00	75 min	80
API Gravity, 60°F	X00	X000		9.8
Density, 60°F, lbs/Gallon	X00	X000		8.34

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.



AVAILABILITY:	Readily available
DOT SHIPPING NAME:	UN3257, Elevated temperature liquid, n.o.s., 9, III
DOT PLACARD:	Hot, 3257
RELEASED:	01-01-2008



PRODUCT SPECIFICATIONS
PRODUCT:	ROOFLEX 767
GRADE:		PRODUCT CODE:	12367
DESCRIPTION:	A polymer modified asphalt coating used in the manufacture of roofing products.
MEETS SPECIFICATIONS:	Paramount Petroleum



TESTS	ASTM METHOD	SPECS.	TYPICAL ANALYSIS¹

Softening Point, °F	D36	000-000	000
Flash Point, COC, °F	D92	525 min	565
Penetration, 77°F, 100g, 5s	D5	17-25	23
Viscosity, 360 F, CPS	D44020		396
Viscosity, 375 F, CPS	D44020		343
Viscosity, 400 F, CPS	D44020	000-000	000
Solubility in TCE, wt. %	D2042	99.5 min	99.9
API Gravity, 60°F	D70		7.0
Density, 60°F, Lbs/Gallon	D70		8.51

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.



AVAILABILITY:	Special order
DOT SHIPPING NAME:	UN3257, Elevated temperature liquid, n.o.s., 9, III
DOT PLACARD:	Hot, 3257
RELEASED:	06-01-2004



PRODUCT SPECIFICATIONS
PRODUCT:	BUILT-UP ROOFING ASPHALT
GRADE:	TYPE 1	PRODUCT CODE:	12735
DESCRIPTION:	An uncatalyzed air blown asphalt coating used in the manufacture of rooting products, or used for mopping on roofs with low slopes (<2%).
MEETS SPECIFICATIONS:	ASTM D312



TESTS	ASTM METHOD	AASHTO METHOD	SPECS.	TYPICAL ANALYSIS¹
Softening Point, °F	X00	X00	000-000	000
Flash Point, COC, °F	X00	X00	500 min	550
Penetration, 32°F, 200g, 60s	D5	T49	3 min	20
Penetration, 77°F, 100g, 5s	D5	T49	35-45	40
Penetration, 115°F, 50g,5s	D5	T49	00-000	000
Ductility 77°F, 5cm/min, cm	Di 13	T51	10 min	12
Solubility in TCE, wt. %	D2042	T44	99.0 min	99.9
API Gravity, 60°F	X00	X000		6.8
Density, 00xX, Xxx/Xxxxxx	X00	X000		8.52

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.



AVAILABILITY:	Readily available
DOT SHIPPING NAME:	UN3257, Elevated temperature liquid, n.o.s., 9, III
DOT PLACARD:	Hot, 3257
RELEASED:	03-01-2010



PRODUCT SPECIFICATIONS
PRODUCT:	BUILT-UP ROOFING ASPHALT
GRADE:	TYPE 1I	PRODUCT CODE:	12736
DESCRIPTION:	An uncatalyzed air blown asphalt coating used in the manufacture of roofing products, or used for mopping on roofs with moderate slopes (2 to 8%).
MEETS SPECIFICATIONS:	ASTM D312



TESTS	ASTM METHOD	AASHTO METHOD	SPECS.	TYPICAL ANALYSIS¹

Softening Point, °F	X00	X00	000-000	000
Flash Point, COC, °F	X00	X00	500 min	550
Penetration, 32°F, 200g, 60s	D5	T49	6 min	16
Penetration, 77°F, 100g, 5s	D5	T49	18-40	26
Penetration, 115°F, 50g,5s	D5	T49	100 max	90
Ductility 77°F, 5cm/min, cm	D113	T51	3 min	4
Solubility in ICE, wt. %	D2042	T44	99.0 min	99.9
API Gravity, 60°F	X00	X000		6.8
Density, 00xX, Xxx/Xxxxxx	X00	X000		8.52

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.



AVAILABILITY:	Readily available
DOT SHIPPING NAME:	UN3257, Elevated temperature liquid, n.o.s., 9, III
DOT PLACARD:	Hot, 3257
RELEASED:	03-01-2010



PRODUCT SPECIFICATIONS
PRODUCT:	740 SHINGLE ADHESIVE
GRADE:		PRODUCT CODE:	12740
DESCRIPTION:	An uncatalyzed air blown asphalt coating used in the manufacture of roofing products.
MEETS SPECIFICATIONS:	Paramount Petroleum



TESTS	ASTM METHOD	SPECS.	TYPICAL ANALYSIS¹

Softening Point, °F	D36	000-000	000
Flash Point, COC, °F	D92	525 min	580
Penetration, 77°F, 100g, 5s	D5	7-13	10
API Gravity, 60°F	D70		6.3
Density, 60°F, Lbs/Gallon	D70		8.55

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.



AVAILABILITY:	Readily available
DOT SHIPPING NAME:	UN3257, Elevated temperature liquid, n.o.s., 9, III
DOT PLACARD:	Hot, 3257
RELEASED:	6-01-2008



PRODUCT SPECIFICATIONS
PRODUCT:	SHINGLE ADHESIVE
GRADE:	TYPE Ill	PRODUCT CODE:	12742
DESCRIPTION:	An uncatalyzed air blown asphalt coating used in the manufacture of roofing products.
MEETS SPECIFICATIONS:	Paramount Petroleum



TESTS	ASTM METHOD	AASHTO METHOD	SPECS.	TYPICAL ANALYSIS¹

Softening Point, °F	X00	X00	000-000	000
Flash Point, COC, °F	X00	X00	525 min	540
Penetration, 32°F, 200g, 60s	D5	T49	12 min	13
Penetration, 77°F, 100g, 5s	D5	T49	20-30	2
Penetration, 115°F, 50g.5s	D5	T49	45-70	35
Solubility in TCE, wt. %	D2042	T44	99.5 min	99.9
API Gravity, 60°F	X00	X000		7.3
Density, 00xX, Xxx/Xxxxxx	X00	X000		8.49

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.



AVAILABILITY:	Readily available
DOT SHIPPING NAME:	UN3257, Elevated temperature liquid, n.o.s., 9, III
DOT PLACARD:	Hot, 3257
RELEASED:	05-01-2010



PRODUCT SPECIFICATIONS
PRODUCT:	BUILT-UP ROOFING ASPHALT
GRADE:	TYPE Ill	PRODUCT CODE:	12745
DESCRIPTION:	An uncatalyzed air blown asphalt coating used in the manufacture of roofing products, or used for mopping on roofs with severe slopes or in warmer climates.
MEETS SPECIFICATIONS:	Paramount Petroleum



TESTS	ASTM METHOD	AASHTO METHOD	SPECS.	TYPICAL ANALYSIS¹
Softening Point, °F	X00	X00	000-000	000
Flash Point, COC, °F	X00	X00	520 min	540
Penetration, 32°F, 200g, 60s	D5	T49	6 min	13
Penetration, 77°F, 100g, 5s	D5	T49	15-35	20
Penetration, 115°F, 50g.5s	D5	T49	90 max	35
Ductility 77°F, 5cm/min, cm	D113	T51	2.5 min	2.5
Solubility in TCE, wt. %	D2042	T44	99.0 min	99.9
API Gravity, 60°F	X00	X000		6.8
Density, 00xX, Xxx/Xxxxxx	X00	X000		8.52

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.



AVAILABILITY:	Readily available
DOT SHIPPING NAME:	UN3257, Elevated temperature liquid, n.o.s., 9, III
DOT PLACARD:	Hot, 3257
RELEASED:	10-01-2007



PRODUCT SPECIFICATIONS
PRODUCT:	BUILT-UP ROOFING ASPHALT
GRADE:	TYPE IV	PRODUCT CODE:	12746
DESCRIPTION:	An uncatalyzed air blown asphalt coating used in the manufacture of roofing products, or used for mopping on roofs with steep slopes (up to 50%) or in hot climates.
MEETS SPECIFICATIONS:	Paramount Petroleum



TESTS	ASTM METHOD	AASHTO METHOD	SPECS.	TYPICAL ANALYSIS¹

Softening Point, °I;	X00	X00	000-000	000
Flash Point, COC, °F	X00	X00	500 min	550
Penetration, 32°F, 200g, 60s	D5	T49	6 min	10
Penetration, 77°F, 100g, 5s	D5	T49	12-21	16
Penetration, 115°F, 50g,5s	D5	T49	75 max	65
Ductility 77°F, 5cm/min, cm	Dl 13	T51	1.5 min	2
Solubility in TU., wt. %	D2042	T44	99.0 min	99.9
API Gravity, 60°F	X00	X000		6.8
Density, 00xX, Xxx/Xxxxxx	X00	X000		8.52

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.



AVAILABILITY:	Readily available
DOT SHIPPING NAME:	UN3257, Elevated temperature liquid, n.o.s., 9, III
DOT PLACARD:	Hot, 3257
RELEASED:	03-01-2010



PRODUCT SPECIFICATIONS
PRODUCT:	UNCATALYZED COATING
GRADE:		PRODUCT CODE:	12748
DESCRIPTION:	An uncatalyzed air blown asphalt coating used in the manufacture of roofing products.
MEETS SPECIFICATIONS:	Paramount Petroleum



TESTS	ASTM METHOD	AASHTO METHOD	SPECS.	TYPICAL ANALYSIS¹
Softening Point, °F	X00	X00	000-000	000
Flash Point, COC, °F	X00	X00	520 min	540
Penetration, 32°F, 200g, 60s	D5	T49	9 min	12
Penetration, 77°F, 100g, 5s	D5	T49	18 min	18
Penetration, 115°F, 50g,5s	D5	T49	30 min	34
Ductility, 115°F, 5cm/min,cun	D5	T49	45 max	4
Ductility 77°F, 5cm/min, cm	D113	T51	1.5 min	2.5
Solubility in TCE, wt. %	D2042	T44	99.5 min	99.9
API Gravity, 60°F	X00	X000		6.8
Density, 00xX, Xxx/Xxxxxx	X00	X000		8.52
Ash, Wt.%	D2415		0.5 max	0.03
Volatiles, 325°F, 5hr,%	D6		1.0 max	0.04
Compatabiilty, mm	D1370		0.5 max	Pass
Oliensis spot test		T102	Negative	Neg.
Viscosity, 400°F, CPS	D4402		000-000	000
Stain Index	D2746			10

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.



AVAILABILITY:	Readily available
DOT SHIPPING NAME:	UN3257, Elevated temperature liquid, n.o.s., 9, III
DOT PLACARD:	Hot, 3257
RELEASED:	10-01-2007



PRODUCT SPECIFICATIONS
PRODUCT:	UNCATALYZED COATING
GRADE:		PRODUCT CODE:	12752
DESCRIPTION:	An uncatalyzed air blown asphalt coating used in the manufacture of roofing products.
MEETS SPECIFICATIONS:	Paramount Petroleum



TESTS	ASTM METHOD	AASHTO METHOD	SPECS.	TYPICAL ANALYSIS¹
Softening Point, °F	X00	X00	000-000	000
Flash Point, COC, °F	X00	X00	525 min	540
Penetration, 32°F, 200g, 60s	D5	T49		12
Penetration, 77°F, 100g, 5s	D5	T49	16-21	17
Penetration, 115°F, 50g, 5s	D5	T49		32
Ductility, 115°F, 5cm/min, cm	D5	T49		4
Ductility 77°F, 5cm/min, cm	DI 13	T51		2
Solubility in TCE, wt. %	D2042	T44	99.5 min	99.9
API Gravity, 60°F	X00	X000		6.8
Density, 00xX, Xxx/Xxxxxx	X00	X000		8.52
Viscosity, 400°F, CPS	D4402		000-000	000
Stain Index	D2746			10

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.



AVAILABILITY:	Readily available
DOT SHIPPING NAME:	UN3257, Elevated temperature liquid, n.o.s., 9, III
DOT PLACARD:	Hot, 3257
RELEASED:	3-01-2010

SPECIFICATIONS FOR CARBOB PREMIUM GASOLINE

Product Code B3 (1) (2) (3) (4)



Specification Points	ASTM Method (2)	CARB 3

Octane (R+M)/2	D-2699 D-2700	88.5
Xxxx Vapor Pressure psi max.	Xxxxxxx-CA Equation D-323	10.50
Sulfur, ppmw	D-2622-94 D-5453-93	32 (21 ppm err 12-31-11)
Benzene, Vol. % Max	D-5580-95	1.22
Aromatic HC, Vol. % Max	D-5580-00	38.7
Olefins, Vol. % Max	D-6550-00
MTBE, Wt% Max	D-4815-99	0.006
Oxygen, (Combined) Wt. %, Max (Total, from combined Oxygenates other Than MTBE or Ethanol)	D-4815-99	0.06
Distillation, deg. F.	D-86-99ae1
T50, Max		232
T90, Max		335
End Point, Max		437
Workmanship		Clear and Bright
Lead, Max. gm/gal.	D-3237	0.030
Phosphorus, Max gm/gal	D-3231	0.005


(1)	In addition to above KMEP specifications, product must meet latest revision of ASTM D4814.


(2)	This CARBOB certified for 3.3-3.7 wt% oxygen range with 10 vol% ethanol.


(3)	This product does not comply with the standards for California gasoline without the addition of ethanol.


(4)	Carbon Intensity of this product is 95.86 gCO2e/MJ.



PRODUCT SPECIFICATIONS
PRODUCT:	ASPHALT CEMENT
GRADE:	PG 76 - 22 NV	PRODUCT CODE:	13123
DESCRIPTION:	A vacuum steam refined polymer modified asphalt for use in hot mixes in hot temperature climates or under heavier load conditions.
MEETS SPECIFICATIONS:	Nevada DOT



TESTS	ASTM METHOD	AASHTO METHOD	SPECS.	TYPICAL ANALYSIS¹

Original Asphalt:
Dynamic Shear, 76°C, G*/sin8, kPa		T315	1.30 min	2.1
Viscosity, Rotational, 135°C, Pa•s	D4402	T316	1.8 -3.0	2.0
Flash Point, C.O.C., °C	X00	X00	230 min	300
Ductility, 4°C, 5cm/min, cm		Nev T746	20 min	24
Sieve Test		Nev T730	Xxxx	Xxxx
Polymer Content, % by mass			3.0 min	3.4
Specific Gravity, 77/77°F	X00	X000
Specific Gravity, 60/60°F	X00	X000
API Gravity, 60°F	X00	X000
Residue from R.T.F.O. Oven Test:	D2872	T240
Dynamic Shear, 76°C, G*/sin8, kPa		T315	2.20 min	3.6
Ductility, 4°C, 5cm/min, cm		Nev T746	10 min	15
Mass Loss, %	D2872	T240	0.5 max	0.4
Residue from P.A.V. Test @ 110°C:	D6521	R28
Dynamic Shear, 31°C, G.* sins, kPa		T315	5000 max	450
Creep Stiffness, -12°C, S, MPa	D6648	T313	300 max	53
in-Value, -12°C	D6648	T313	0.300 min	0.310
Direct Tension, -12°C, Failure Strain	D6723	T314	1.0 min	3.75

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.



AVAILABILITY:	Readily available
DOT SHIPPING NAME:	UN3257, Elevated temperature liquid, n.o.s., 9, III
DOT PLACARD:	Hot, 3257
RELEASED:	02-01-2003



PRODUCT SPECIFICATIONS
PRODUCT:	ASPHALT CEMENT
GRADE:	PG 58 - 22	PRODUCT CODE:	13213
DESCRIPTION:	A vacuum steam refined straight run asphalt for use in hot mixes in cooler temperature climates under normal load conditions.
MEETS SPECIFICATIONS:	Paramount Petroleum



TESTS	ASTM METHOD	AASHTO METHOD	SPECS.	TYPICAL ANALYSIS¹

Original Asphalt:
Dynamic Shear,58°C, G*/sin8, kPa	D7175	T315	1.00 min	1.38
Viscosity, Rotational, 135°C, Pas	D4402	1316	3 max	0.3
Flash Point, C.O.C., °C	X00	X00	230 min	225
Specific Gravity, 77/77°F	X00	X000		1.028
Specific Gravity, 60/60°F	X00	X000		1.034
API Gravity, 60°F	X00	X000		5.4
Residue from R.T.F.O. Oven Test:	D2872	T240
Dynamic Shear, 58°C, G*/sin8, kPa	D7175	T315	2.20 min	3.38
Mass Loss, %	D2872	T240	1.00 max	0.1
Residue from P.A.V. Test @ 100°C:	D6521	R28
Dynamic Shear, 22°C, G*.sino, kPa	D7175	T315	5000 max	3502
Creep Stiffness, -12°C, S, MPa	D6648	T313	300 max	92
m-Value, -12°C	D6648	T313	0.300 min	0.380

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.



AVAILABILITY:	Readily available, Phoenix and Flagstaff Terminals
DOT SHIPPING NAME:	UN3257, Elevated temperature liquid, n.o.s., 9, III
DOT PLACARD:	Hot, 3257
RELEASED:	02-01-2003



PRODUCT SPECIFICATIONS
PRODUCT:	ASPHALT CEMENT
GRADE:	PG 58 - 28	PRODUCT CODE:	13215
DESCRIPTION:	A vacuum steam refined straight run asphalt for use in hot mixes in cold temperature climates under normal load conditions. May be polymer modified.
MEETS SPECIFICATIONS:	ASTM D6373 AASHTO M320



TESTS	ASTM METHOD	AASHTO METHOD	SPECS.	TYPICAL ANALYSIS¹

Original Asphalt:
Dynamic Shear, 58°C, G*/sin6, kPa	D7175	T315	1.00 min	1.40
Viscosity, Rotational, 135°C, Pa•s	D4402	T316	3 max	0.3
Flash Point, C.O.C., °C	X00	X00	230 min	255
Specific Gravity, 77/77°F	X00	X000		1.028
Specific Gravity, 60/60°F	X00	X000		1.034
API Gravity, 60°F	X00	X000		5.4
Residue from R.T.F.O. Oven Test:	D2872	T240
Dynamic Shear, 58°C, G*/sin6, kPa	D7I75	T315	2.20 min	3.04
Mass Loss, %	D2872	T240	1.00 max	0.1
Residue from P.A.V. Test @ 100°C:	D6521	R28
Dynamic Shear, 19°C, G*.sin6, kPa	D7175	T315	5000 max	3772
Creep Stiffitess, -18°C, S, MPa	D6643	T313	300 max	197
m-Value, -18°C	D6648	T313	0.300 min	0.310

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.



AVAILABILITY:	Readily available, Flagstaff Terminal
DOT SHIPPING NAME:	UN3257, Elevated temperature liquid, n.o.s., 9, III DOT PLACARD: Hot, 3257
DOT PLACARD:
RELEASED:	02-01-2003



PRODUCT SPECIFICATIONS
PRODUCT:	ASPHALT CEMENT
GRADE:	PG 64 - 10	PRODUCT CODE:	13221
DESCRIPTION:	A vacuum steam refined straight run asphalt for use in hot mixes in moderate temperature climates under normal load conditions.
MEETS SPECIFICATIONS:	ASTM D6373 AASHTO M320



TESTS	ASTM METHOD	AASHTO METHOD	SPECS.	TYPICAL ANALYSIS¹
Original Asphalt:
Dynamic Shear, 64°C, G*/sin5, kPa	D7175	T315	1.00 min	1.1
Viscosity, Rotational, 135°C, Pa•s	D4402	T316	3 max	3
Flash Point, C.O.C., °C	X00	X00	230 min	305
Solubility in ICE, wt. %	D2042	T44	99 min	99.96
Specific Gravity, 77/77°F	X00	X000		1.018
Specific Gravity, 60/60°F	X00	X000		1.024
API Gravity, 60°F	X00	X000		6.7
Residue from R.T.F.O. Oven Test:	D2872	T240
Dynamic Shear, 64°C, G*/sin8, kPa	D7175	T315	2.20 min	2.4
Mass Loss, %	D2872	T240	1.00 max	0.2
Ductility, 25°C, 5 cm/min, cm	D113	T51	75 min	100+
Residue from P.A.V. Test @ 100°C:	D6521	R28
Dynamic Shear, 31°C, G*/sinS, kPa	D7175	T315	5000 max	2800
Creep Stiffness, 0°C, 5, MPa	D6648	T313	300 max	50
m-Value, 0°C	D6648	T313	0.300 min	0.51

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.



AVAILABILITY:	Readily available
DOT SHIPPING NAME:	UN3257, Elevated temperature liquid, n.o.s., 9, III
DOT PLACARD:	Hot, 3257
RELEASED:	11-15-2005



PRODUCT SPECIFICATIONS
PRODUCT:	ASPHALT CEMENT
GRADE:	PG 64 - 16	PRODUCT CODE:	13223
DESCRIPTION:	A vacuum steam refined straight run asphalt for use in hot mixes in moderate temperature climates under normal load conditions.
MEETS SPECIFICATIONS:	ASTM D6373 AASHTO M320



TESTS	ASTM METHOD	AASHTO METHOD	SPECS.	TYPICAL ANALYSIS1

Original Asphalt:
Dynamic Shear, 64°C, G*/sinS, kPa	D7175	T315	1.00 min	1.1
Viscosity, Rotational, 135°C, PasT316	D4402		3 max	0.3
Flash Point, C.O.C,, °C	X00	X00	230 min	305
Solubility in TCE, wt. %	D2042	T44	99 min	99.96
Specific Gravity, 77177°F	X00	X000		1.018
Specific Gravity, 60160°F	X00	X000		1.024
API Gravity, 60°F	X00	X000		6.7
Residue from R.T.F.O. Oven Test:	D2872	T240
Dynamic Shear, 64°C, G*/sinb, kPa	D7175	T315	2.20 min	2.4
Mass Loss, %	D2872	T240	1.00 max	0,2
Ductility, 25°C, 5 cm/min, cm	D113	T51	75 min	100+
Residue from P.A.V. Test @ 100°C:	D6521	R28
Dynamic Shear, 28°C, G*.sin8, kPa	D7175	7315	5000 max	4300
Creep Stiffness, -6°C, S, MPa	D6648	T313	300 max	200
m-Value, -6°C	D6648	T313	0.300 min.	0.350

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.



AVAILABILITY:	Readily available
DOT SHIPPING NAME:	UN3257, Elevated temperature liquid, 9, III
DOT PLACARD:	3257
RELEASED:	11-15-2005



PRODUCT SPECIFICATIONS
PRODUCT:	ASPHALT CEMENT
GRADE:	PG 64 - 22	PRODUCT CODE:	13225
DESCRIPTION:	A vacuum steam refined straight run asphalt for use in hot mixes in moderate temperature climates under normal load conditions.
MEETS SPECIFICATIONS:	ASTM D6373 AASHTO M320



TESTS	ASTM METHOD	AASHTO METHOD	SPECS.	TYPICAL ANALYSIS¹
Original Asphalt:
Dynamic Shear,64°C, Gs/sini5, kPa	D7175	T315	1.00 min	1.36
Viscosity, Rotational, 135°C, Pa•s	D4402	T316	3 max	0.3
Flash Point, C.O.C., °C	X00	X00	230 min	255
Specific Gravity, 77/77°F	X00	X000		1.024
Specific Gravity, 60/60°F	X00	X000		1.030
API Gravity, 60°F	X00	X000		5.8
Residue from R.T.F.O. Oven Test:	D2872	T240
Dynamic Shear, 64°C, G*/sinS, kPa	D7175	T315	2.20 min	3.33
Mass Loss, %	D2872	T240	1.00 max	0.1
Residue from P.A.V. Test @ 100°C:	D6521	R28
Dynamic Shear, 25°C, G*-sin5, kPa	D7175	T315	5000 max	4148
Creep Stiffness, -12°C, S, MPa	D6648	T313	300 max	185
rn-Value, -12°C	D6648	T313	0.300 min	0.320

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.



AVAILABILITY:	Readily available, Phoenix Terminal
DOT SHIPPING NAME:	UN3257, Elevated temperature liquid, n.o.s., 9, III.
DOT PLACARD:	Hot, 3257
RELEASED:	02-01-2003



PRODUCT SPECIFICATIONS
PRODUCT:	ASPHALT CEMENT
GRADE:	PG 64 - 28	PRODUCT CODE:	13227
DESCRIPTION:	A vacuum steam refined straight run asphalt for use in hot mixes in moderate temperature climates under normal load conditions. May be polymer modified.
MEETS SPECIFICATIONS:	AASHTO M320



TESTS	ASTM METHOD	AASHTO METHOD	SPECS.	TYPICAL ANALYSIS¹
Original Asphalt:
Dynamic Shear,64°C, G*/sinS, kPa	D7175	T315	1.00 min	1.14
Viscosity, Rotational, 135°C, Pa•s	D4402	T316	3 max	0.3
Flash Point, C.O.C., °C	X00	X00	230 min	305
Specific Gravity, 77/77°F	X00	X000
Specific Gravity, 60/60°F	X00	X000
API Gravity, 60°F	X00	X000
Residue from R.T.F.O. Oven Test:	D2872	T240
Dynamic Shear, 64°C, G*/sin5, kPa3.03	D7175	T315	2.20 min	3.03
Mass Loss, %	D2872	T240	1.00 max	0.2
Residue from P.A.V. Test @ 100°C:	D6521	R28
Dynamic Shear, 22°C, G*.sin8, kPa	D7175	T315	5000 max	1930
Creep Stiffness, -18°C, 5, MPa	D6648	T313	300 max	200
m-Value, -18°C	D6648	T313	0.300 min	0.320

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.



AVAILABILITY:	Readily available, Phoenix Terminal
DOT SHIPPING NAME:	UN3257, Elevated temperature liquid, n.o.s., 9, III
DOT PLACARD:	Hot, 3257
RELEASED:	02-01-2003



PRODUCT SPECIFICATIONS
PRODUCT:	ASPHALT CEMENT
GRADE:	PG 70 - 10	PRODUCT CODE:	13233
DESCRIPTION:	A vacuum steam refined straight run asphalt for use in hot mixes in hot temperature climates or under heavier load conditions.
MEETS SPECIFICATIONS:	ASTM D6373 AASHTO M320



TESTS	ASTM METHOD	AASHTO METHOD	SPECS.	TYPICAL ANALYSIS¹

Original Asphalt:
Dynamic Shear, 70°C, G*/sinS, kPa	D7175	T315	1.00 min	1.14
Viscosity, Rotational, 135°C, Pa•s	D4402	T316	3 max	0.4
Flash Point, C.O.C., °C	X00	X00	230 min	315
Solubility in TCE, wt.%	D2042	T44	99 min	99.96
Specific Gravity, 77/77°F	X00	X000		1.025
Specific Gravity, 60/60°F	X00	X000		1.031
API Gravity, 60°F	X00	X000		5.7
Residue from R.T.F.O. Oven Test:	D2872	T240
Dynamic Shear, 70°C, G*/sinb, kPa	D7175	T315	2.20 min	2.76
Mass Loss, %	D2872	T240	1.00 max	0.2
Ductility, 25°C, 5 cm/min, cm	Dl 13	T51	75 min	100+
Residue from P.A.V. Test @ 110°C:	D6521	R28
Dynamic Shear, 34°C, G*.sin3, kPa	D7175	T315	5000 max	0000
Xxxxx Xxxxxxxxx, 0xX, X, MPa	D6648	T313	300 max	113
m-Value, 0°C	D6648	7313	0.300 min	0.350

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.



AVAILABILITY:	Readily available
DOT SHIPPING NAME:	UN3257, Elevated temperature liquid, n.o.s., 9,111
DOT PLACARD:	Hot, 3257
RELEASED:	11-15-2005



PRODUCT SPECIFICATIONS
PRODUCT:	ASPHALT CEMENT
GRADE:	PG 70 - 16	PRODUCT CODE:	13235
DESCRIPTION:	A vacuum steam refined straight run asphalt for use in hot mixes in hot temperature climates or under heavier load conditions.
MEETS SPECIFICATIONS:	ASTM D6373 AASHTO M320 Arizona DOT



TESTS	ASTM METHOD	AASHTO METHOD	CALIF SPECS.	ARIZ SPECS	TYPICAL ANALYSIS¹
Original Asphalt:
Dynamic Shear,70°C, G*/sin8, kPa	D7175	T315	1.00 min	1.00 min	1.10
Viscosity, Rotational, 135°C, Pa•s	D4402	T316	3 max	3 max	0.4
Flash Point, C.O.C., °C	X00	X00	230 min	230 min	257
Specific Gravity, 77/77°F	X00	X000
Specific Gravity, 60/60°F	X00	X000
API Gravity, 60°F	X00	X000
Residue from R.T.F.O. Oven Test:	D2872	T240
Dynamic Shear, 70°C, G*/sinei, kPa	D7175	T315	2.20 min	2,20 min	3.02
Mass Loss, %	D2872	T240	1.00 max	1.00 max	0.1
Residue from P.A.V. Test @ 100°C;	D6521	R28
Dynamic Shear, 31°C, G*.sinS, kPa	D7175	T315	5000 max
Creep Stiffness, -6°C, S, MPa	D6648	T313	300 max
m-Value, -6°C	D6648	T313	0.300 min
Residue from P.A.V. Test @ 110°C:	D6521	R28
Dynamic Shear, 31°C, G4` sins, kPa	D7175	T315		5000 max	4894
Creep Stiffness, -6°C, S, MPa	D6648	T313		300 max	260
m-Value, -6°C	D6648	T313		0.300 min	0.303

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.



AVAILABILITY:	Readily Available, Phoenix Terminal
DOT SHIPPING NAME:	UN3257, Elevated temperature liquid, n.o.s., 9, III
DOT PLACARD:	Hot, 3257
RELEASED:	02-01-2003



PRODUCT SPECIFICATIONS
PRODUCT:	ASPHALT CEMENT
GRADE:	PG 70 - 22	PRODUCT CODE:	13237
DESCRIPTION:	A modified vacuum steam refined asphalt for use in hot mixes in hot temperature climates or under heavier load conditions.
MEETS SPECIFICATIONS:	ASTM D6373 AASHTO M320 Arizona DOT



TESTS	ASTM METHOD	AASHTO METHOD	CALIF SPECS.	ARIZ SPECS	TYPICAL ANALYSIS¹
Original Asphalt:
Dynamic Shear,70°C, G*isinS, kPa	D7175	T315	1.00 min	1.00 min	1.2
Viscosity, Rotational, 135°C, Pa•s	D4402	T316	3 max	3 max	0,8
Flash Point, C.O.C., °C	X00	X00	230 min	230 min	304
Specific Gravity, 77/77°F	X00	X000			1.005
Specific Gravity, 60/60°F	X00	X000			1.011
API Gravity, 60°F	X00	X000			8.5
Residue from R.T.F.O. Oven Test:	D2872	T240
Dynamic Shear, 70°C, G*/sinS, kPa	D7175	T315	2.20 min	2.20 min	3.2
Mass Loss, %	D2872	T240	1.00 max	1.00 max	0.5
Residue from P.A.V. Test @ 100°C:	D6521	R28
Dynamic Shear, 28°C, G*-sin8, kPa	D7175	T315	5000 max		924
Creep Stiffness, -12°C, 5, MPa	D6648	T313	300 max		43
m-Value, -12°C	D6648	T313	0.300 min		0.368
Residue from P.A.V. Test @ 110°C:	D6521	R28
Dynamic Shear, 28°C, G* sins, kPa	D7175	T315		5000 max	1120
Creep Stiffness, -12°C, S, MPa	D6648	T313		300 max	100
m-Value, -12°C	D6648	T313		0.300 min	0.309

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.



AVAILABILITY:	Special Order Only
DOT SHIPPING NAME:	UN3257, Elevated temperature liquid, n.o.s., 9, III
DOT PLACARD:	Hot, 3257
RELEASED:	02-01-2003



PRODUCT SPECIFICATIONS
PRODUCT:	ASPHALT CEMENT
GRADE:	PG 70 - 28	PRODUCT CODE:	13239
DESCRIPTION:	A modified vacuum steam refined straight run asphalt for use in hot mixes in hot temperature climates or under heavier load conditions.
MEETS SPECIFICATIONS:	ASTM D6373 AASHTO M320 Arizona DOT



TESTS	ASTM METHOD	AASHTO METHOD	CALIF SPECS.	ARIZ SPECS	TYPICAL ANALYSIS¹
Original Asphalt:
Dynamic Shear,70°C, G*/sinS, kPa	D7175	1315	1.00 min	1.00 min	1.2
Viscosity, Rotational, 135°C, Pa.s	D4402	T316	3 max	3 max	0.8
Flash Point, C.O.C., °C	X00	X00	230 min	230 min	304
Specific Gravity, 77/77°F	X00	X000			1.005
Specific Gravity, 60/60°F	X00	X000			1.011
API Gravity, 60°F	X00	X000			8.5
Residue from R.T.F.O. Oven Test:	D2872	T240
Dynamic Shear, 70°C, G*/sino, kPa	P246	T315	2.20 min	2.20 min	3.2
Mass Loss, %	D2872	T240	1.00 max	1.00 max	0.5
Residue from P,A.V. Test @ 100°C:	D6521	R28
Dynamic Shear, 25°C, G*-sino, kPa	D7175	T315	5000 max		1145
Creep Stiffness, -18°C, S, MPa	D6648	T313	300 max		105
m-Value, -18°C	D6648	T313	0.300 min		0.305
Residue from P.A.V. Test @ 110°C:	D6521	R28
Dynamic Shear, 25°C, G* sins, kPa	D7175	1315		5000 max
Creep Stiffness, -1.8°C, S, MPa	D6648	T313		300 max
in-Value, -18°C	D6648	T313		0.300 min

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.



AVAILABILITY:	Special Order Only
DOT SHIPPING NAME:	UN3257, Elevated temperature liquid, n.o.s., 9, III
DOT PLACARD:	Hot, 3257
RELEASED:	02-01-2003



PRODUCT SPECIFICATIONS
PRODUCT:	ASPHALT CEMENT
GRADE:	PG 76 - 10	PRODUCT CODE:	13245
DESCRIPTION:	A vacuum steam refined straight run asphalt for use in hot mixes in hot temperature climates or under heavier load conditions.
MEETS SPECIFICATIONS:	ASTM D6373 AASHTO M320 Arizona DOT



TESTS	ASTM METHOD	AASHTO METHOD	CALIF SPECS.	ARIZ SPECS	TYPICAL ANALYSIS¹
Original Asphalt:
Dynamic Shear,76°C, G*/sin8, kPa	D7175	T315	1.00 min	1.00 min	1.26
Viscosity, Rotational, 135°C, Pa•s	D4402	T316	3 max	3 max	0.45
Flash Point, C.O.C., °C	X00	X00	230 min	230 min	265
Specific Gravity, 77/77°F	X00	X000
Specific Gravity, 60/60°F	X00	X000
API Gravity, 60°F	X00	X000
Residue from R.T.F.O. Oven Test:	D2872	T240
Dynamic Shear, 76°C, G*/sinS, kPa	D7175	T315	2.20 min	2.20 min	2.35
Mass Loss, %	D2872	T240	1.00 max	1.00 max	0.1
Residue from P.A.V. Test @ 100°C:	D6521	R28
Dynamic Shear, 37°C, G*.sin8, kPa	D7175	T315	5000 max
Creep Stiffness, 0°C, S, MPa	D6648	T313	300 max
m-Value, 0°C	D6648	T313	0.300 min
Residue from P.A.V. Test g 110°C:	D6521	R28
Dynamic Shear, 37°C, G* sins, kPa	D7175	T315	5000 max	0000
Xxxxx Xxxxxxxxx, 0xX, X, MPa	D6648	T313	300 max	43
m-Value, 0°C	D6648	T313	0.300 min	0.372

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.



AVAILABILITY:	Readily Available, Phoenix Terminal
DOT SHIPPING NAME:	UN3257, Elevated temperature liquid, n.o.s., 9, III
DOT PLACARD:	Hot, 3257
RELEASED:	02-01-2003



PRODUCT SPECIFICATIONS
PRODUCT:	ASPHALT CEMENT
GRADE:	PG 76 - 16	PRODUCT CODE:	13247
DESCRIPTION:	A vacuum steam refined straight run asphalt for use in hot mixes in hot temperature climates or under heavier load conditions.
MEETS SPECIFICATIONS:	ASTM D6373 AASHTO M320 Arizona DOT



TESTS	ASTM METHOD	AASHTO METHOD	CALIF SPECS.	ARIZ SPECS	TYPICAL ANALYSIS¹
Original Asphalt:
Dynamic Shear,76°C, G*/sin6, kPa	D7175	T315	1.00 min	1.00 min	1.20
Viscosity, Rotational, 135°C, .Pa•s	D4402	T316	3 max	3 max	0.6
Flash Point, C.O.C., °C	X00	X00	230 min	230 min	315
Specific Gravity, 77/77°F	X00	X000
Specific Gravity, 60/60°F	X00	X000
API Gravity, 60°F	X00	X000
Residue from R.T.F.O. Oven Test:	D2872	T240
Dynamic Shear, 76°C, G*/sinS, kPa	D7175	T315	2.20 min	2.20 min	2.33
Mass Loss, %	D2872	T240	1.00 max	1.00 max	0.2
Residue from P.A.V. Test @ 100°C:	D6521	R28
Dynamic Shear, 34°C, G*•sins, kPa	D7175	T315	5000 max
Creep Stiffness, -6°C, S, MPa	D6648	T313	300 max
m-Value, -6°C	D6648	T313	0.300 min
Residue from P.A.V. Test @ 110°C:	D6521	R28
Dynamic Shear, 34°C, G* sins, kPa	D7175	T315		5000 max		1434
Creep Stiffness, -6°C, S, MPa	D6648	T313		300 max		89
m-Value, -6°C	D6648	T313		0.300 min		0.340

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.



AVAILABILITY:	Readily Available, Phoenix Terminal
DOT SHIPPING NAME:	UN3257, Elevated temperature liquid, n.o.s., 9, III
DOT PLACARD:	Hot, 3257
RELEASED:	02-01-2003



PRODUCT SPECIFICATIONS
PRODUCT:	ASPHALT CEMENT
GRADE:	PG 76 - 22	PRODUCT CODE:	13249
DESCRIPTION:	A vacuum steam refined straight run asphalt for use in hot mixes in hot temperature climates or under heavier load conditions.
MEETS SPECIFICATIONS:	ASTM D6373 AASHTO M320 Arizona DOT



TESTS	ASTM METHOD	AASHTO METHOD	CALIF SPECS.	ARIZ SPECS	TYPICAL ANALYSIS¹
Original Asphalt:
Dynamic Shear,76°C, G*/sinS, kPa	D7175	T315	1.00 min	1.00 min	1.27
Viscosity, Rotational, 135°C, Pa's	D4402	T316	3 max	3 max	1.5
Flash Point, C.O.C., °C	X00	X00	230 min	230 min	315
Specific Gravity, 77/77°F	X00	X000
Specific Gravity, 60/60°F	X00	0000
API Gravity, 60°F	X00	X000
Residue from R.T.F.O. Oven Test:	D2872	T240
Dynamic Shear, 76°C, G*/sinS, kPa	D7175	T315	2.20 min	2.20 min	2.60
Mass Loss, %	D2872	T240	1.00 max	1.00 max	0.2
Residue from P.A.V. Test @ 100°C:	D6521	R28
Dynamic Shear, 31°C, G*.sinEi, kPa	D7175	T315	5000 max		840
Creep Stiffness, -12°C, S, MPa	D6648	T313	300 max		155
m-Value, 0°C	D6648	T313	0.300 min		0.346
Residue from P.A.V. Test @ 110°C:	D6521	R28
Dynamic Shear, 31°C, G* sins, kPa	D7175	T315		5000 max	1562
Creep Stiffness, -12°C, S, MPa	D6648	T313		300 max	153
m-Value, -12°C	D6648	T313		0.300 min	0.341

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.



AVAILABILITY:	Readily Available, Phoenix Terminal
DOT SHIPPING NAME:	UN3257, Elevated temperature liquid, n.o.s., 9, III
DOT PLACARD:	Hot, 3257
RELEASED:	02-01-2003



PRODUCT SPECIFICATIONS
PRODUCT:	ASPHALT CEMENT
GRADE:	AC-30 (Nevada)	PRODUCT CODE:	13419
DESCRIPTION:	A vacuum steam refined straight run asphalt for use in hot mixes in moderate temperature climates under normal load conditions.
MEETS SPECIFICATIONS:	ASTM D3381, Table 2 AASHTO M226, Table 2 Nevada DOT



TESTS	ASTM METHOD	AASHTO METHOD	SPECS.	TYPICAL ANALYSIS¹
Original Asphalt:
Abs. Viscosity, 140°F, Poise	D2171	Nev, T738	2400-3600	2681
Kin. Viscosity, 275°F, cSt	D2170	T201	350 min	424
Penetration, 77°F, 100g, 5s	D5	T49	50 min	53
Flash Point, C.O.C., °F	X00	X00	450 min	605
Sieve		Nev. T730	Xxxx	Xxxx
Solubility in TCE, wt. %	D2042	T44	99.0 min	99.9
Specific Gravity, 77/77 °F	X00	X000		1.0226
Specific Gravity, 60/60 °F	X00	X000		1.0286
API Gravity, 60°F	X00	X000		6.1
Density, 00xX, Xxx/Xxxxxx	X00	X000		8.57
Residue from R.T.F.O. Test:	D2872	T240
Abs, Viscosity, 140°F, Poise	D2171	T202	12000 max	7350
Loss on Heating, wt.%	D2872	T240	0.5 max	0.2

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.



AVAILABILITY:	Readily Available, Phoenix Terminal
DOT SHIPPING NAME:	UN3257, Elevated temperature liquid, n.o.s., 9, III
DOT PLACARD:	Hot, 3257
RELEASED:	11-01-2007



PRODUCT SPECIFICATIONS
PRODUCT:	ASPHALT CEMENT
GRADE:	PG 64 - 28 TR	PRODUCT CODE:	13701
DESCRIPTION:	A vacuum steam refined straight run asphalt modified with ground tire rubber and polymer for use in hot mixes in moderate temperature climates under normal load conditions.
MEETS SPECIFICATIONS:	Caltrans



TESTS	ASTM METHOD	AASHTO METHOD	SPECS.	TYPICAL ANALYSIS¹
Original Asphalt:
Dynamic Shear,64°C, G*/sin8, kPa	D7175	T315	1.00 min	1.2
Viscosity, Rotational, 135°C, Pas	D4402	T316	3 max	0.6
Flash Point, C.O.C., °C	X00	X00	230 min	290
Ground Tire Rubber, %			10 min	18
Solubility in Trichloroethylene, %	D2042	T44	97.5 min	98.0
Specific Gravity, 77/77°F	X00	X000		1.024
Specific Gravity, 60/60°F	X00	X000		1.030
API Gravity, 60°F	X00	X000		5.9
Residue from R.T.F.O. Oven Test:	D2872	T240
Dynamic Shear, 64°C, Gs/sine., kPa	D7175	T315	2.20 min	2.7
Phase Angle, 64°C, degrees	D7175	T315	80 max	71
Elastic Recovery, 25°C. %	D6084		75 ruin	80
Mass Loss, %	D2872	T240	1.00 max	0.2
Residue from P.A.V. Test @ 100°C:	D6521	R28
Dynamic Shear, 22°C, G*.sin8, kPa	D7175	T315	5000 max	1827
Creep Stiffness, -18°C, S, MPa	D6648	T313	300 max	128
m-Value, -18°C	D6648	T313	0.300 min	0.322

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.



AVAILABILITY:	Readily Available, Phoenix Terminal
DOT SHIPPING NAME:	UN3257, Elevated temperature liquid, n.o.s., 9, III
DOT PLACARD:	Hot, 3257
RELEASED:	02-01-2003



PRODUCT SPECIFICATIONS
PRODUCT:	ASPHALT CEMENT
GRADE:	PG 76 - 22TR	PRODUCT CODE:	13713
DESCRIPTION:	A tire rubber/SBS polymer modified asphalt cement for use in hot mixes in hot temperature climates or under heavier load conditions.
MEETS SPECIFICATIONS:	Caltrans



TESTS	ASTM METHOD	AASHTO METHOD	SPECS.	TYPICAL ANALYSIS¹
Original Asphalt:
Dynamic Shear,76°C, G*isino, kPa	D7175	T315	1.00 min	2.3
Viscosity, Rotational, 135°C, Pa.s	D4402	T316	3 max	1.5
Flash Point, C.O.C., °C	X00	X00	230 min	300
Ground Tire Rubber, %			10 min	18
Solubility in Trichloroethylene, %	D2042	T44	97.5 min	98
Specific Gravity, 77/77°F	X00	X000		1.030
Specific Gravity, 60/60°F	X00	X000		1.036
API Gravity, 60°F	X00	X000		5.0
Residue from R.T.F.O. Oven Test:	D2872	T240
Dynamic Shear, 76°C, G*/sine, kPa	D7175	T315	2.20 min	3.3
Phase Angle, 76°C, degrees	D7175	T315	80 max	65
Elastic Recovery, 25°C, %	D6084		65 min	85
Mass Loss, %	D2872	T240	1.00 max	0.2
Residue from P.A.V. Test @ 110°C:	D6521	R28
Dynamic Shear, 31°C, G* sine, kPa	D7175	T315	5000 max	1760
Creep Stiffness, -12°C, S, MPa	D6648	T313	300 max	170
m-Value, -12°C	D6648	T313	0.300 min	0.318

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.



AVAILABILITY:	Readily Available
DOT SHIPPING NAME:	UN3257, Elevated temperature liquid, n.o.s., 9, III
DOT PLACARD:	Hot, 3257
RELEASED:	02-01-2003



PRODUCT SPECIFICATIONS
PRODUCT:	ASPHALT CEMENT
GRADE:	MAC-I OTR	PRODUCT CODE:	13721
DESCRIPTION:	A tire rubber modified asphalt cement for use in hot mixes to resist rutting and cracking. The product is smooth and homogeneous, and it mixes like a conventional asphalt.
MEETS SPECIFICATIONS:	Paramount Petroleum



TESTS	ASTM METHOD	AASHTO METHOD	SPECS.	TYPICAL ANALYSIS¹
Original Asphalt:
Minimum Recycled Tire Rubber,%			10.0 MIN	11
Abs. Viscosity, 140°F, Poise	D2171	T202	5000 min	5200
Kin. Viscosity, 275°F, cSt	D2170	T201	1000 max	700
Penetration, 77°F, 100g, 5s	D5	T49	40-60	46
Penetration, 4°C, 200g, 60s	D5	T49	20 min	22
Softening Point, °F	X00	X00	127 min	129
Flash Point, C.O.C., °F	X00	X00	450 min	590
Solubility in TCE, wt. %	D2042	T44	97.5 min	98.6
Specific Gravity, 77/77 °F	X00	X000		1.032
Specific Gravity, 60/60 °F	X00	X000		1.038
API Gravity, 60°F	X00	X000		4.8
Density, 00xX, Xxx/Xxxxxx	X00	X000		8.65
Residue from R.T.F.O. Test:	D2872	T240
Abs. Viscosity, 140°F, Poise	D2171	T202	20000 min	22500
Aging Index, 140°F	D2171	T202		4.3
Kin. Viscosity, 275°F, cSt	D2170	T201	1500 max	1240
Penetration, 77°F, 100g, 5s	D5	T49	20-40	28
% of Original Penetration	D5	T49	50 min	60
Penetration, 4°C, 200g, 60s	D5	T49	14 min	16
Loss on Heating, wt.%	D2872	T240		0.6

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.



AVAILABILITY:	Readily available
DOT SHIPPING NAME:	UN3257, Elevated temperature liquid, n.o.s., 9, III
DOT PLACARD:	Hot, 3257
RELEASED:	02-01-2003



PRODUCT SPECIFICATIONS
PRODUCT:	ASPHALT CEMENT
GRADE:	MAC-15TR	PRODUCT CODE:	13723
DESCRIPTION:	A tire rubber modified asphalt cement for use in hot mixes to resist rutting and cracking. The product is smooth and homogeneous, and it mixes like a conventional asphalt.
MEETS SPECIFICATIONS:	Paramount Petroleum



TESTS	ASTM METHOD	AASHTO METHOD	SPECS.	TYPICAL ANALYSIS¹
Original Asphalt:
Minimum Recycled Tire Rubber,%			15.0 MIN	15.5
Abs. Viscosity, 140°F, Poise	D2171	T202	5000 min	5200
Kin. Viscosity, 275°F, cSt	D2170	T201	1200 max	900
Penetration, 77°F, 100g, 5s	D5	T49	40-60	46
Penetration, 4°C, 200g, 60s	D5	T49	15 min	19
Softening Point, °F	X00	X00	127 min	129
Flash Point, C.O.C., °F	X00	X00	450 min	590
Solubility in TCE, wt. %	D2042	T44	97.5 min	98.6
Specific Gravity, 77/77 °F	X00	X000		1.032
Specific Gravity, 60/60 °F	X00	X000		1.038
API Gravity, 60°F	X00	X000		4.8
Density, 00xX, Xxx/Xxxxxx	X00	X000		8.65
Residue from R.T.F.O. Test:	D2872	T240
Abs. Viscosity, 140°F, Poise	D2171	T202	20000 min	22500
Aging Index, 140°F	D2171	T202		4.3
Kin. Viscosity, 275°F, cSt	D2170	T201	2000 max	1540
Penetration, 77°F, 100g, 5s	D5	T49	20-40	28
% of Original Penetration	D5	T49	50 min	60
Penetration, 4°C, 200g, 60s	D5	T49	10 min	14
Loss on Heating, wt.%	D2872	T240		0.6

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.



AVAILABILITY:	Readily available
DOT SHIPPING NAME:	UN3257, Elevated temperature liquid, n.o.s., 9, III
DOT PLACARD:	Hot, 3257
RELEASED:	02-01-2012



PRODUCT SPECIFICATIONS
PRODUCT:	EMULSION BASE STOCK
GRADE:	50/50	PRODUCT CODE:	13802
DESCRIPTION:	A steam refined asphalt for use in hard base asphalt emulsions.
MEETS SPECIFICATIONS:	Paramount Petroleum



TESTS	ASTM METHOD	AASHTO METHOD	SPECS.	TYPICAL ANALYSIS¹
Penetration, 77°F, 100g, 5s	D5	T49	50-60	55
Abs. Viscosity, 140°F, Poise	D2171	T202		1975
Flash Point, C.O.C., °F	X00	X00	500 min	580
API Gravity, 60°F	X00	X000		6.0
Density, 60°F, lbs/gallon	X00	X000		8.57

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.



AVAILABILITY:	Readily available
DOT SHIPPING NAME:	UN3257, Elevated temperature liquid, n.o.s., 9, III
DOT PLACARD:	Hot, 3257
RELEASED:	05-15-2008



PRODUCT SPECIFICATIONS
PRODUCT:	HARD EMULSION BASE STOCK
GRADE:	25/40	PRODUCT CODE:	13803
DESCRIPTION:	A steam refined asphalt for use in specialty hard base asphalt emulsions.
MEETS SPECIFICATIONS:	Paramount Petroleum



TESTS	ASTM METHOD	AASHTO METHOD	SPECS.	TYPICAL ANALYSIS¹
Penetration, 77°F, 100g, 5s	D5	T49	25-40	30
Abs. Viscosity, 140°F, Poise	D2171	T202		5500
Flash Point, C.O.C., °F	X00	X00	500 min	590
API Gravity, 60°F	X00	X000		5.9
Density, 60°F, lbs/gallon	X00	X000		8.58

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.



AVAILABILITY:	Readily available
DOT SHIPPING NAME:	UN3257, Elevated temperature liquid, n.o.s., 9, III
DOT PLACARD:	Hot, 3257
RELEASED:	10-01-2007



PRODUCT SPECIFICATIONS
PRODUCT:	EMULSION BASE STOCK
GRADE:	120/150	PRODUCT CODE:	13804
DESCRIPTION:	A vacuum distilled, steam stripped bituminous residue normally used for blending emulsion base stock and other asphalt products.
MEETS SPECIFICATIONS:	Paramount Petroleum



TESTS	ASTM METHOD	AASHTO METHOD	SPECS.	TYPICAL ANALYSIS¹
Penetration, 77°F, 100g, 5s	D5	T49	000-000	000
Abs. Viscosity, 140°F, Poise	D2171	T202		650
Flash Point, C.O.C., °F	X00	X00	500 min	580
API Gravity, 60°F	X00	X000		7.4
Density, 60°F, lbs/gallon	X00	X000		8.48

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.



AVAILABILITY:	Readily available
DOT SHIPPING NAME:	UN3257, Elevated temperature liquid, n.o.s., 9, III
DOT PLACARD:	Hot, 3257
RELEASED:	10-01-2007



PRODUCT SPECIFICATIONS
PRODUCT:	EMULSION BASE STOCK
GRADE:	75/80	PRODUCT CODE:	13805
DESCRIPTION:	A vacuum distilled, steam stripped bituminous residue normally used for blending emulsion base stock and other asphalt products.
MEETS SPECIFICATIONS:	Paramount Petroleum



TESTS	ASTM METHOD	AASHTO METHOD	SPECS.	TYPICAL ANALYSIS¹
Penetration, 77°F, 100g, 5s	D5	T49	75-80	77
Abs. Viscosity, 140°F, Poise	D2171	T202		1410
Flash Point, C.O.C., °F	X00	X00	500 min	580
API Gravity, 60°F	X00	X000		6.4
Density, 60°F, lbs/gallon	X00	X000		8.55

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.



AVAILABILITY:	Readily available
DOT SHIPPING NAME:	UN3257, Elevated temperature liquid, n.o.s., 9, III
DOT PLACARD:	Hot, 3257
RELEASED:	10-01-2007



PRODUCT SPECIFICATIONS
PRODUCT:	VACUUM TOWER BOTTOMS
GRADE:	VTB FOR FUEL OIL	PRODUCT CODE:	13814
DESCRIPTION:	A vacuum steam refined straight run residual.
MEETS SPECIFICATIONS:	Paramount Petroleum



TESTS	ASTM METHOD	AASHTO METHOD	SPECS.	TYPICAL ANALYSIS¹
Abs. Viscosity, 140°F, Poise	D2171	T202	1000 min	1725
Kin. Viscosity, 275°F, cSt	D2171	T201		308
Penetration, 77°F, 100g, 5s	D5	T49		54
Flash Point, C.O.C., °F	X00	X00	525 min	600
Solubility in TCE, wt. %	D2042	T44	99.0 min	99.9
Specific Gravity, 77/77 °F	X00	X000		1.018
Specific Gravity, 60/60 °F	X00	X000		1.024
API Gravity, 60°F	X00	X000		6.7
Density, 00xX, Xxx/Xxxxxx	X00	X000		8.53

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.



AVAILABILITY:	Readily available
DOT SHIPPING NAME:	UN3257, Elevated temperature liquid, n.o.s., 9, III
DOT PLACARD:	Hot, 3257
RELEASED:	02-01-2003



PRODUCT SPECIFICATIONS
PRODUCT:	EMULSIFIED ASPHALT
GRADE:	ss-1h	PRODUCT CODE:	13502
DESCRIPTION:	A highly stabilized anionic mixing type emulsion manufactured from hard base asphalt, suitable for use in soil stabilization, seal coating, and dust palliation.
MEETS SPECIFICATIONS:	ASTM D977 AASHTO M140



TESTS	ASTM METHOD	AASHTO METHOD	SPECS.	TYPICAL ANALYSIS¹
Viscosity, Saybolt, 77°F, SFS	D244	T59	20-100	26
Storage Stability, 24 H, %	D244	T59	1 max	0.0
pH	E70	T200		10.8
Cement Mixing Test, %	D244	T59	2.0 max	1.0
Sieve Test, %	D244	T59	0.1 max	0.01
Density, 60°F, lbs/gallon	D244	T59		8.50
Residue by distillation, %	D244	T59	57 min	61.5
Tests on residue from distillation:
Penetration, 77°F, 100g, 5s	D5	T49	40-90	51
Abs. Viscosity, 140°F, Poise	D2171	T202		2150
Ductility, 77°F, 5 cm/min, cm	D113	T51	40 min	150+
Solubility in TCE, wt. %	D2042	T44	97.5 min	99.8

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.



AVAILABILITY:	Readily available
DOT SHIPPING NAME:	Asphalt, Non-hazardous
DOT PLACARD:	None required
RELEASED:	02-01-2003



PRODUCT SPECIFICATIONS
PRODUCT:	EMULSIFIED ASPHALT
GRADE:	CSS-1h	PRODUCT CODE:	13506
DESCRIPTION:	A cationic slow setting emulsion manufactured from hard base asphalt.
MEETS SPECIFICATIONS:	ASTM D3297 AASHTO M208



TESTS	ASTM METHOD	AASHTO METHOD	SPECS.	TYPICAL ANALYSIS¹
Viscosity, Saybolt, 77°F, SFS	D244	T59	20-100	26
Storage Stability, 24 H, %	D244	T59	1 max	0.1
pH	E70	T200		3.2
Particle Charge Test	D244	E70	Positive	Pos.
Sieve Test, %	D244	T59	0.1 max	0.01
Density, 60°F, lbs/gallon	D244	T59		8.5
Residue by distillation, %	D244	T59	57 min	61
Tests on residue from distillation:
Penetration, 77°F, 100g, 5s	D5	T49	40-90	51
Abs. Viscosity, 140°F, Poise	D2171	T202		2150
Ductility, 77°F, 5 cm/min, cm	D113	T51	40 min	150+
Solubility in TCE, wt. %	D2042	T44	97.5 min	99.8

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.



AVAILABILITY:	Elk Grove Asphalt Terminal
DOT SHIPPING NAME:	Asphalt, non-hazardous
DOT PLACARD:	None required
RELEASED:	02-01-2003



PRODUCT SPECIFICATIONS
PRODUCT:	EMULSIFIED ASPHALT
GRADE:	CQS-1h	PRODUCT CODE:	13518
DESCRIPTION:	A cationic quick setting emulsion manufactured from hard base asphalt for use in making slurry seals.
MEETS SPECIFICATIONS:	ASTM D2396, Section 203-5.2 of “Greenbook”



TESTS	ASTM METHOD	AASHTO METHOD	SPECS.	TYPICAL ANALYSIS¹
Viscosity, Saybolt, 77°F, SFS	D244	T59	20-90	22
Storage Stability, 24 H, %	D244	T59	1 max	0.0
pH	E70	T200	6.7 max	3.2
Particle Charge Test	D244	E70	Positive	Pos.
Sieve Test, %	D244	T59	0.10 max	0.01
Density, 60°F, lbs/gallon	D244	T59		8.5
Residue by distillation, %	D244	T59	60 min	62
Tests on residue from distillation:
Penetration, 77°F, 100g, 5s	D5	T49	45-80	51
Abs. Viscosity, 140°F, Poise	D2171	T202		2150
Ductility, 77°F, 5 cm/min, cm	D113	T51	40 min	150+
Solubility in TCE, wt. %	D2042	T44	97.5 min	99.8

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.



AVAILABILITY:	Readily available
DOT SHIPPING NAME:	Asphalt, non-hazardous
DOT PLACARD:	None required
RELEASED:	02-01-2003



PRODUCT SPECIFICATIONS
PRODUCT:	EMULSIFIED ASPHALT
GRADE:	CRS-2	PRODUCT CODE:	13521
DESCRIPTION:	A cationic rapid setting emulsion manufactured from soft base asphalt.
MEETS SPECIFICATIONS:	ASTM D2397 AASHTO M208



TESTS	ASTM METHOD	AASHTO METHOD	SPECS.	TYPICAL ANALYSIS¹
Viscosity, Saybolt, 122°F, SFS	D244	T59	100-400	125
Storage Stability, 24 H, %	D244	T59	1 max	0.0
pH	E70	T200	6.7 max	4.5
Particle Charge Test	D244	E70	positive	pos.
Classification Test	D244	T59	passes	passes
Demulsibility, 35 ml CaCl₂, %	D244	T59	60 min	62
Sieve Test, %	D244	T59	0.10 max	0.01
Density, 60°F, lbs/gallon	D244	T59		8.40
Oil distillate, vol. %	D244	T59	3 max	0
Residue by distillation, %	D244	T59	65 min	70
Tests on residue from distillation:
Penetration, 77°F, 100g, 5s	D5	T49	000-000	000
Abs. Viscosity, 140°F, Poise	D2171	T202		830
Ductility, 77°F, 5 cm/min, cm	D113	T51	40 min	150+
Solubility in TCE, wt. %	D2042	T44	97.5 min	99.8

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.



AVAILABILITY:	Special order only
DOT SHIPPING NAME:	Asphalt, non-hazardous
DOT PLACARD:	None required
RELEASED:	02-01-2003



PRODUCT SPECIFICATIONS
PRODUCT:	EMULSIFIED ASPHALT
GRADE:	CRS-2h	PRODUCT CODE:	13522
DESCRIPTION:	A cationic rapid setting emulsion manufactured from hard base asphalt.
MEETS SPECIFICATIONS:	ASTM D2397 AASHTO M208



TESTS	ASTM METHOD	AASHTO METHOD	SPECS.	TYPICAL ANALYSIS¹
Viscosity, Saybolt, 122°F, SFS	D244	T59	000-000	000
Storage Stability, 24 H, %	D244	T59	1 max	0.01
pH	E70	T200	6.7 max	3.3
Particle Charge Test	D244	E70	positive	pos.
Classification Test	D244	T59	passes	passes
Demulsibility, 35 ml CaCl₂, %	D244	T59	60 min	74
Sieve Test, %	D244	T59	0.1 max	0.01
Density, 60°F, lbs/gallon	D244	T59		8.47
Oil distillate, vol. %	D244	T59	3 max	0
Residue by evaporation, %	D244	T59	65 min	70
Tests on residue from distillation:
Penetration, 77°F, 100g, 5s	D5	T49	40°-90	82
Abs. Viscosity, 140°F, Poise	D2171	T202		1150
Ductility, 77°F, 5 cm/min, cm	D113	T51	40 min	150+
Solubility in TCE, wt. %	D2042	T44	97.5 min	99.8

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.

²60 minimum penetration for Nevada.



AVAILABILITY:	Readily available, Elk Grove terminal
DOT SHIPPING NAME:	Asphalt, non-hazardous
DOT PLACARD:	None required
RELEASED:	02-01-2003



PRODUCT SPECIFICATIONS
PRODUCT:	EMULSIFIED ASPHALT
GRADE:	PMCRS-2h	PRODUCT CODE:	13602
DESCRIPTION:	A polymer modified cationic rapid setting emulsion manufactured from hard base asphalt.
MEETS SPECIFICATIONS:	State of California



TESTS	ASTM METHOD	AASHTO METHOD	SPECS.	TYPICAL ANALYSIS¹
Viscosity, Saybolt, 122°F, SFS	D244	T59	00-000	000
Storage Stability, 24 H, %	D244	T59	1 max	0.01
pH	E70	T200	6.7 max	3.3
Particle Charge Test	D244	E70	positive	pos.
Classification Test	D244	T59	passes	passes
Demulsibility, 35 ml CaCl₂, %	D244	T59	40 min	76
Sieve Test, %	D244	T59	0.3 max	0.07
Density, 60°F, lbs/gallon	D244	T59		8.40
Ash content, %	D3723		0.2 max	0.1
Residue by evaporation, %	D244	T59	65 min	70
Tests on residue from distillation:
Penetration, 77°F, 100g, 5s	D5	T49	40-90	51
Abs. Viscosity, 140°F, Poise	D2171	T202		2450
Ductility, 77°F, 5 cm/min, cm	D113	T51	40 min	150+
Torsional recovery, %	Cal332		18 min	19

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.



AVAILABILITY:	Readily available, Elk Grove terminal
DOT SHIPPING NAME:	Asphalt, non-hazardous
DOT PLACARD:	None required
RELEASED:	02-01-2003



PRODUCT SPECIFICATIONS
PRODUCT:	EMULSIFIED ASPHALT
GRADE:	LMCRS-2h	PRODUCT CODE:	13601
DESCRIPTION:	A latex modified cationic rapid setting emulsion manufactured from hard base asphalt.
MEETS SPECIFICATIONS:	State of Nevada



TESTS	ASTM METHOD	AASHTO METHOD	SPECS.	TYPICAL ANALYSIS¹
Viscosity, Saybolt, 122°F, SFS	D244	T59	00-000	000
Storage Stability, 24 H, %	D244	T59	1 max	0.01
pH	E70	T200	6.7 max	3.3
Particle Charge Test	D244	E70	positive	pos.
Classification Test	D244	T59	passes	passes
Demulsibility, 35 ml CaCl₂, %	D244	T59	40 min	76
Sieve Test, %	D244	T59	0.3 max	0.07
Density, 60°F, lbs/gallon	D244	T59		8.40
Residue by evaporation, %	D244	T59	65 min	70
Tests on residue from distillation:
Penetration, 77°F, 100g, 5s	D5	T49	40-90	51
Abs. Viscosity, 140°F, Poise	D2171	T202		2450
Ductility, 77°F, 5 cm/min, cm	D113	T51	40 min	150+
Torsional recovery, %	Nev	T757	18 min	19

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.



AVAILABILITY:	Readily available, Elk Grove terminal
DOT SHIPPING NAME:	Asphalt, non-hazardous
DOT PLACARD:	None required
RELEASED:	02-01-2003



PRODUCT SPECIFICATIONS
PRODUCT:	EMULSIFIED ASPHALT
GRADE:	LMCQS-1h	PRODUCT CODE:	13615
DESCRIPTION:	A latex modified anionic quick setting emulsion manufactured from hard base asphalt.
MEETS SPECIFICATIONS:	Paramount Petroleum



TESTS	ASTM METHOD	AASHTO METHOD	SPECS.	TYPICAL ANALYSIS¹
Viscosity, Saybolt, 122°F, SFS	D244	T59	15-300	34
Storage Stability, 24 H, %	D244	T59	1 max	0.03
pH	E70	T200	6.7 max	3.3
Particle Charge Test	D244	E70	positive	pos.
Sieve Test, %	D244	T59	0.1 max	0.07
Density, 60°F, lbs/gallon	D244	T59		8.39
Residue by evaporation, %	D244	T59	57 min	62
Tests on residue from distillation:
Penetration, 77°F, 100g, 5s	D5	T49	40-75	46
Penetration, 4°C, dmm	D5	T49	15 min	17
Abs. Viscosity, 140°F, Poise	D2171	T202		2450
Ductility, 77°F, 5 cm/min, cm	D113	T51	100 min	150+
Elastic recovery, %		T301	55 min	60
Softening point, °F	X00	X00	130 min	153
Polymer couteut, wt %			3.5 min	3.5
Toughness, inch-pounds	D5801		150 min	187
Tenacity, inch-pounds	D5801		110 min	126

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.



AVAILABILITY:	Readily available, Phoenix terminal
DOT SHIPPING NAME:	Asphalt, non-hazardous
DOT PLACARD:	None required
RELEASED:	02-01-2003



PRODUCT SPECIFICATIONS
PRODUCT:	EMULSIFIED ASPHALT
GRADE:	RTE	PRODUCT CODE:	13616
DESCRIPTION:	A cationic quick setting polymer modified emulsion manufactured from hard base asphalt for use in micro-surfacing.
MEETS SPECIFICATIONS:	Paramount Petroleum



TESTS	ASTM METHOD	AASHTO METHOD	SPECS.	TYPICAL ANALYSIS¹
Viscosity, Saybolt, 77°F, SFS	D244	T59	15-90	18
Storage Stability, 24 H, %	D244	T59	1 max	0.3
pH	E70	T200	6.7 max	3.2
Particle Charge Test	D244	E70	Positive	Pos.
Sieve Test, %	D244	T59	0.10 max	0.01
Density, 60°F, lbs/gallon	D244	T59		8.80
Residue by distillation, %	D244	T59	60 min	61
Tests on residue from distillation:
Penetration, 77°F, 100g, 5s	D5	T49	40-75	43
Abs. Viscosity, 140°F, Poise	D2171	T202		4326
Ductility, 77°F, 5 cm/min, cm	D113	T51	60 min	100+
Viscosity, 275°F cst	D2170	T201	650 min	764
RTFO Viscosity, 275°F cst	D2170	T201		1604
Viscosity ratio, 275°F	D2170	T201	2.5 max	2.1
Softening point, °F	X00	X00	140 min	153
RTFO Softening point, °F	X00	X00	140 min	147

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.



AVAILABILITY:	Readily available, Phoenix terminal
DOT SHIPPING NAME:	Asphalt, non-hazardous
DOT PLACARD:	None required
RELEASED:	02-01-2003



PRODUCT SPECIFICATIONS
PRODUCT:	EMULSIFIED ASPHALT
GRADE:	RTE, High Elevation	PRODUCT CODE:	13617
DESCRIPTION:	A cationic quick setting polymer modified emulsion manufactured from hard base asphalt for use in micro-surfacing.
MEETS SPECIFICATIONS:	Paramount Petroleum



TESTS	ASTM METHOD	AASHTO METHOD	SPECS.	TYPICAL ANALYSIS¹
Viscosity, Saybolt, 77°F, SFS	D244	T59	15-100	18
Storage Stability, 24 H, %	D244	T59	1 max	0.3
pH	E70	T200	6.7 max	3.2
Particle Charge Test	D244	E70	Positive	Pos.
Sieve Test, %	D244	T59	0.10 max	0.01
Density, 60°F, lbs/gallon	D244	T59		8.80
Residue by distillation, %	D244	T59	60 min	61
Tests on residue from distillation:
Penetration, 77°F, 100g, 5s	D5	T49	40-75	43
Penetration, 39.2°F, 200g, 60s	D5	T49	12 Min	20
Abs. Viscosity, 140°F, Poise	D2171	T202
Kinematic Viscosity, 275°F, cSt	D2170	T201	650 min	12364
RTFO Viscosity, 275°F cSt	D2170	T201
Viscosity ratio, 275°F	D2170	T201	2.5 max	2.1
Elastic Recovery %	D6084	T301	30 Min	50
Softening point, °F	X00	X00	140 min	153
RTFO Softening point, °F	X00	X00	140 min	147

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.



AVAILABILITY:	Readily available, Phoenix terminal
DOT SHIPPING NAME:	Asphalt, non-hazardous
DOT PLACARD:	None required
RELEASED:	07-01-2004



PRODUCT SPECIFICATIONS
PRODUCT:	EMULSIFIED ASPHALT
GRADE:	CRS-2P	PRODUCT CODE:	13618
DESCRIPTION:	A polymer modified cationic rapid setting emulsion manufactured from hard base asphalt.
MEETS SPECIFICATIONS:	State of Arizona



TESTS	ASTM METHOD	AASHTO METHOD	SPECS.	TYPICAL ANALYSIS¹
Viscosity, Saybolt, 122°F, SFS	D244	T59	000-000	000
Storage Stability, 24 H, %	D244	T59	1 max	0.03
pH	E70	T200	6.7 max	3.3
Particle Charge Test	D244	E70	positive	pos.
Classification Test	D244	T59	passes	passes
Demulsibility, 35 ml CaCl₂, %	D244	T59	40 min	56
Sieve Test, %	D244	T59	0.3 max	0.01
Density, 60°F, lbs/gallon	D244	T59		8.04
Residue by evaporation, %	D244	T59	65 min	71
Tests on residue from distillation:
Penetration, 77°F, 100g, 5s	D5	T49	40-100	43
Abs. Viscosity, 140°F, Poise	D2171	T202		2450
Ductility, 77°F, 5 cm/min, cm	D113	T51	40 min	150+
Elastic Recovery %		T301	58 Min	76
Solubility in TCE, %	D2042	T44	97.5 min	98
Toughness, inch-pounds	D5801		150 min	196
Tenacity, inch-pounds	D5801		110 min	135
Polymer content, wt. %			2.5 min	3
RTFO viscosity ratio	D2171	T202	2.5 max	2.2

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.



AVAILABILITY:	Readily available, Phoenix terminal
DOT SHIPPING NAME:	Asphalt, non-hazardous
DOT PLACARD:	None required
RELEASED:	02-01-2003



PRODUCT SPECIFICATIONS
PRODUCT:	EMULSIFIED ASPHALT
GRADE:	PMQS-1h	PRODUCT CODE:	13619
DESCRIPTION:	An anionic quick setting polymer modified emulsion manufactured from hard base asphalt for use in making slurry seals.
MEETS SPECIFICATIONS:	Paramount Petroleum



TESTS	ASTM METHOD	AASHTO METHOD	SPECS.	TYPICAL ANALYSIS¹
Viscosity, Saybolt, 77°F, SFS	D244	T59	18-50	19
Storage Stability, 24 H, %	D244	T59	1 max	0.0
pH	E70	T200		11.2
Particle Charge Test	D244	E70	negative	neg.
Sieve Test, %	D244	T59	0.10 max	0.01
Density, 60°F, lbs/gallon	D244	T59		9.30
Residue by distillation, %	D244	T59	57 min	61
Tests on residue from distillation:
Penetration, 77°F, 100g, 5s	D5	T49	35-75	46
Penetration, 4°C, 200g, 60s	D5	T49	15 min	15
Abs. Viscosity, 140°F, Poise	D2171	T202	3000 max	2546
Ductility, 77°F, 5 cm/min, cm	D113	T51	100 min	150+
Solubility in TCE, wt. %	D2042	T44	97.5 min	99.8
Softening point, °F	X00	X00	125 min	136
Toughness, inch-pounds	D5801		150 min	235
Tenacity, inch-pounds	D5801		110 min	157
RTFO viscosity, 140°F, poise	D2171	T202	8000 max	6874

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.



AVAILABILITY:	Readily available, Phoenix terminal
DOT SHIPPING NAME:	Asphalt, non-hazardous
DOT PLACARD:	None required
RELEASED:	02-01-2003



PRODUCT SPECIFICATIONS
PRODUCT:	EMULSIFIED ASPHALT
GRADE:	PMCQS-1h	PRODUCT CODE:	13622
DESCRIPTION:	A cationic quick setting polymer modified emulsion manufactured from hard base asphalt for use in making slurry seals.
MEETS SPECIFICATIONS:	Paramount Petroleum



TESTS	ASTM METHOD	AASHTO METHOD	SPECS.	TYPICAL ANALYSIS¹
Viscosity, Saybolt, 77°F, SFS	D244	T59	18-50	19
Storage Stability, 24 H, %	D244	T59	1 max	0.0
pH	E70	T200	6.7 max	3.2
Particle Charge Test	D244	E70	Positive	Pos.
Sieve Test, %	D244	T59	0.10 max	0.01
Density, 60°F, lbs/gallon	D244	T59		8.91
Residue by distillation, %	D244	T59	57 min	61
Tests on residue from distillation:
Penetration, 77°F, 100g, 5s	D5	T49	35-75	46
Penetration, 4°C, 200g, 60s	D5	T49	15 min	15
Abs. Viscosity, 140°F, Poise	D2171	T202	3000 max	2546
Ductility, 77°F, 5 cm/min, cm	D113	T51	100 min	150+
Solubility in TCE, wt. %	D2042	T44	97.5 min	99.8
Softening point, °F	X00	X00	125 min	136
Toughness, inch-pounds	D5801		150 min	235
Tenacity, inch-pounds	D5801		110 min	157
RTFO viscosity, 140°F, poise	D2171	T202	8000 max	6874

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.



AVAILABILITY:	Readily available, Phoenix terminal
DOT SHIPPING NAME:	Asphalt, non-hazardous
DOT PLACARD:	None required
RELEASED:	02-01-2003



PRODUCT SPECIFICATIONS
PRODUCT:	EMULSIFIED ASPHALT
GRADE:	LMQS-1h	PRODUCT CODE:	13623
DESCRIPTION:	A latex modified quick setting emulsion manufactured from hard base asphalt.
MEETS SPECIFICATIONS:	Paramount Petroleum



TESTS	ASTM METHOD	AASHTO METHOD	SPECS.	TYPICAL ANALYSIS¹
Viscosity, Saybolt, 122°F, SFS	D244	T59	15-300	21
Storage Stability, 24 H, %	D244	T59	1 max	0.03
pH	E70	T200		11.2
Particle Charge Test	D244	E70	negative	neg.
Sieve Test, %	D244	T59	0.1 max	0.01
Density, 60°F, lbs/gallon	D244	T59		7.91
Residue by evaporation, %	D244	T59	57 min	61
Tests on residue from distillation:
Penetration, 77°F, 100g, 5s	D5	T49	40-75	46
Penetration, 4°C, dmm	D5	T49	15 min	17
Abs. Viscosity, 140°F, Poise	D2171	T202		2450
Ductility, 77°F, 5 cm/min, cm	D113	T51	100 min	150+
Elastic recovery, %		T301	55 min	60
Softening point, °F	X00	X00	130 min	153
Polymer content, wt %			3.5 min	3.5
Toughness, inch-pounds	D5801		150 min	187
Tenacity, inch-pounds	D5801		110 min	126

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.



AVAILABILITY:	Readily available, Phoenix terminal
DOT SHIPPING NAME:	Asphalt, non-hazardous
DOT PLACARD:	None required
RELEASED:	02-01-2003



PRODUCT SPECIFICATIONS
PRODUCT:	EMULSIFIED ASPHALT
GRADE:	LMRS-2h	PRODUCT CODE:	13624
DESCRIPTION:	A latex modified anionic rapid setting emulsion manufactured from hard base asphalt.
MEETS SPECIFICATIONS:	State of California, Dept. of Transportation



TESTS	ASTM METHOD	AASHTO METHOD	SPECS.	TYPICAL ANALYSIS¹
Viscosity, Saybolt, 122°F, SFS	D244	T59	00-000	000
Storage Stability, 24 H, %	D244	T59	1 max	0.00
Xxxxxxxxxx, 0 days, %	D244	T59	5 max	0.5
Ash Content, wt. %	D3723		0.2 max	0.1
Demulsibility, 35 ml CaCl₂, %	D244	T59	60 min	62
Sieve Test, %	D244	T59	0.3 max	0.05
Density, 60°F, lbs/gallon	D244	T59		8.40
Residue by distillation, %	D244	T59	65 min	70
Tests on residue from distillation:
Penetration, 77°F, 100g, 5s	D5	T49	40-90	54
Abs. Viscosity, 140°F, Poise	D2171	T202		2300
Ductility, 77°F, 5 cm/min, cm	D113	T51	40 min	150+
Solubility in TCE, wt. %	D2042	T44	97.5 min	99.8
Torsional recovery, %			18 min	23

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.



AVAILABILITY:	Special order only
DOT SHIPPING NAME:	Asphalt, non-hazardous
DOT PLACARD:	None required
RELEASED:	02-01-2003



PRODUCT SPECIFICATIONS
PRODUCT:	EMULSIFIED ASPHALT
GRADE:	LTR-SS	PRODUCT CODE:	13640
DESCRIPTION:	Emulsified Liquid Tire Rubber Modified Surface Sealer
MEETS SPECIFICATIONS:	Xxxxxx Asphalt



TESTS	ASTM METHOD	AASHTO METHOD	SPECS.	TYPICAL ANALYSIS¹
Viscosity, Saybolt, 122°F, SFS	D244	T59	00-000	000
Sieve Test, %	D244	T59	0.1 max	0.01
Density, 60°F, lbs/gallon	D244	T59		8.354
Residue by Evaporation	D244	T59	53 min	55
Exposure, Q.U.V., hours			450 min	600+
Tests on residue from distillation:
Ground Whole Tire Rubber, %	Certificate of Compliance
Softening Point, °F	X00	X00	140 min	145
Penetration, 25°F, 100g, 5s	D5	T49	20-60	23
Ductility, 25°F, 5 cm/min, cm	D113	T51	20 min	50+
Solubility %	D2042	T44	97.5 min	98.5

¹Values shown as typicals may, at times, be superseded by results which are current at a particular time.



AVAILABILITY:	Upon request
DOT SHIPPING NAME:	Asphalt, non-hazardous
DOT PLACARD:	None required
RELEASED:	05-23-2003

Schedule A-29

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

Schedule B

Pricing Benchmarks

Table 1: Baseline Volume



Group			Step-In Price	Step-Out Price
GASOLINE		Averaging Mechanism	Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month of the Termination Date (In the case of the initial term, May 24, 28, 29 & 30 of 2013)	Arithmetic average of the Trading Days on the relevant Applicable Step-Out Pricing Dates
		Reference Price	The sum of (i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and (ii) plus $(***)/barrel	The sum of (i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and (ii) plus $(***)/barrel

JET		Averaging Mechanism	Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month of the Termination Date (In the case of the initial term, May 24, 28, 29 & 30 of 2013)	Arithmetic average of the Trading Days on the relevant Applicable Step-Out Pricing Dates
		Reference Price	The sum of (i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and (ii) plus $(***)/barrel	The sum of (i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and (ii) plus $(***)/barrel

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

Schedule B-11

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



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

CRUDE	Averaging Mechanism	Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month of the Termination Date (In the case of the initial term, May 24, 28, 29 & 30 of 2013)	Arithmetic average of the Trading Days on the relevant Applicable Step-Out Pricing Dates
	Reference Price	The sum of (i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and (ii) plus the $(***)/barrel	The sum of (i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and (ii) plus $(***)/barrel

SLOP	Averaging Mechanism	Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month of the Termination Date (In the case of the initial term, May 24, 28, 29 & 30 of 2013)	Arithmetic average of the Trading Days on the relevant Applicable Step-Out Pricing Dates
	Reference Price	The sum of (i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and (ii) plus the $(***)/barrel	The sum of (i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and (ii) plus $(***)/barrel

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

Schedule B-11

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



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

ASPHALT	Averaging Mechanism	Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month of the Termination Date (In the case of the initial term, May 24, 28, 29 & 30 of 2013)	Arithmetic average of the Trading Days on the relevant Applicable Step-Out Pricing Dates
	Reference Price	The sum of (i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and (ii) plus the $(***)/barrel	The sum of (i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and (ii) plus $(***)/barrel

PROPANE	Averaging Mechanism	Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month of the Termination Date (In the case of the initial term, May 24, 28, 29 & 30 of 2013)	Arithmetic average of the Trading Days on the relevant Applicable Step-Out Pricing Dates
	Reference Price	The sum of (i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and (ii) plus $(***)/barrel	The sum of (i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and (ii) plus $(***)/barrel

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

Changes to Baseline Crude Volume: In the event the Baseline Volume for the Crude Oil Product Group changes, the Base Price for such build or draw for the applicable month shall be the arithmetic average of the Trading Days in the applicable calendar month of the closing settlement prices on the New York Mercantile Exchange for the first nearby Light Crude Oil Futures Contract Plus $(***)/bbl.

Schedule B-11

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

Table 2: Volume in excess of Baseline Volume



Group		Step-In Price	Daily Price	Short Crude FIFO Price / Short Product FIFO Price	Long Crude FIFO Price / Long Product FIFO Price	Step-Out Price
GASOLINE	Averaging Mechanism	Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month of the Termination Date (In the case of the initial term, May 24, 28, 29 & 30 of 2013)	The Trading Day preceding the relevant Invoice Date	Arithmetic average of the Trading Days in the applicable calendar month	Arithmetic average of the Trading Days in the applicable calendar month	Arithmetic average of the Trading Days on the relevant Applicable Step-Out Pricing Dates
	Reference Price	The product of (i) the sum of (x) the closing settlement price on the New York Mercantile for the first nearby New York Harbor Reformulated Gasoline Blendstock for Oxygen Blending contract and (y) minus $(*) / gallon, and (ii) (*) gallons / barrel	The product of (i) the sum of (x) the closing settlement price on the New York Mercantile for the first nearby New York Harbor Reformulated Gasoline Blendstock for Oxygen Blending contract and (y) minus $(*) / gallon, and (ii) (*) gallons / barrel	The product of (i) the sum of (x) the closing settlement price on the New York Mercantile for the first nearby New York Harbor Reformulated Gasoline Blendstock for Oxygen Blending contract and (y) minus $(*) / gallon, and (ii) (*) gallons / barrel	The product of (i) the sum of (x) the closing settlement price on the New York Mercantile for the first nearby New York Harbor Reformulated Gasoline Blendstock for Oxygen Blending contract and (y) minus $(*) / gallon, and (ii) (*) gallons / barrel	The product of (i) the sum of (x) the closing settlement price on the New York Mercantile for the first nearby New York Harbor Reformulated Gasoline Blendstock for Oxygen Blending contract and (y) minus $(*) / gallon, and (ii) (*) gallons / barrel

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

Schedule B-11

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



Group			Step-In Price	Daily Price	Short Crude FIFO Price / Short Product FIFO Price	Long Crude FIFO Price / Long Product FIFO Price	Step-Out Price
		Reference Price	The product of (i) the sum of (x) the arithmetic average of the high and low quotations appearing in ‘Xxxxx'x US Marketscan’ in the section ‘GULF COAST’ under the heading ‘Distillates and blendstocks’ for the Jet 54-Pipeline quotation and (y) $(*) / gallon, and (ii) (*) gallons / barrel	The product of (i) the sum of (x) the average of the means of the daily quotations appearing in "Platts US Marketscan" in the section "GULF COAST" under the heading "Houston" and subheading "Prompt Pipeline" for the Jet 54 quotation and (y) $(*) / gallon, and (ii) (*) gallons / barrel	The product of (i) the sum of (x) the average of the means of the daily quotations appearing in "Platts US Marketscan" in the section "GULF COAST" under the heading "Houston" and subheading "Prompt Pipeline" for the Jet 54 quotation and (y) $(*) / gallon, and (ii) (*) gallons / barrel	The product of (i) the sum of (x) the average of the means of the daily quotations appearing in "Platts US Marketscan" in the section "GULF COAST" under the heading "Houston" and subheading "Prompt Pipeline" for the Jet 54 quotation and (y) $(*) / gallon, and (ii) (*) gallons / barrel	The product of (i) the sum of (x) the average of the means of the daily quotations appearing in "Platts US Marketscan" in the section "GULF COAST" under the heading "Houston" and subheading "Prompt Pipeline" for the Jet 54 quotation and (y) $(*) / gallon, and (ii) (*) gallons / barrel

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

Schedule B-11

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



Group		Step-In Price	Daily Price	Short Crude FIFO Price / Short Product FIFO Price	Long Crude FIFO Price / Long Product FIFO Price	Step-Out Price
	Reference Price	The sum of (i) (**) Nymex RBOB * (*), (ii) () USGC ULSD * (*), and (iii) minus $() / barrel. Where “Nymex RBOB” is: the closing settlement price on the New York Mercantile Exchange for the first nearby New York Harbor Reformulated Gasoline Blendstock for Oxygen Blending contract. Where “USGC ULSD” is: the arithmetic average of the high and low quotations appearing in ‘Xxxxx'x US Marketscan’ in the section ‘GULF COAST’ under the heading ‘Distillates and blendstocks’ for the Ultra low sulfur diesel-Pipeline quotation Common pricing does not apply	The sum of (i) (**) Nymex RBOB * (*), (ii) () USGC ULSD * (*), and (iii) minus $() / barrel. Where “Nymex RBOB” is: the closing settlement price on the New York Mercantile Exchange for the first nearby New York Harbor Reformulated Gasoline Blendstock for Oxygen Blending contract. Where “USGC ULSD” is: the 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 Common pricing does not apply	The sum of (i) (**) Nymex RBOB * (*), (ii) () USGC ULSD * (*), and (iii) minus $() / barrel. Where “Nymex RBOB” is: the closing settlement price on the New York Mercantile Exchange for the first nearby New York Harbor Reformulated Gasoline Blendstock for Oxygen Blending contract. Where “USGC ULSD” is: the 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 Common pricing does not apply	The sum of (i) (**) Nymex RBOB * (*), (ii) () USGC ULSD * (*), and (iii) minus $() / barrel. Where “Nymex RBOB” is: the closing settlement price on the New York Mercantile Exchange for the first nearby New York Harbor Reformulated Gasoline Blendstock for Oxygen Blending contract. Where “USGC ULSD” is: the 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 Common pricing does not apply	The sum of (i) (**) Nymex RBOB * (*), (ii) () USGC ULSD * (*), and (iii) minus $() / barrel. Where “Nymex RBOB” is: the closing settlement price on the New York Mercantile Exchange for the first nearby New York Harbor Reformulated Gasoline Blendstock for Oxygen Blending contract. Where “USGC ULSD” is: the 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 Common pricing does not apply

CRUDE	Averaging Mechanism	Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month of the Termination Date (In the case of the initial term, May 24, 28, 29 & 30 of 2013)	The Trading Day preceding the relevant Invoice Date	Arithmetic average of the Trading Days in the applicable calendar month	Base Price	Arithmetic average of the Trading Days on the relevant Applicable Step-Out Pricing Dates
	Reference Price	The sum of (i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and (ii) plus $(***) / barrel	Best estimate for the applicable Procurement Price	The sum of (i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and (ii) plus $(***) / barrel	Base Price	The sum of (i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and (ii) plus $(***) / barrel

Schedule B-11

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



Group		Step-In Price	Daily Price	Short Crude FIFO Price / Short Product FIFO Price	Long Crude FIFO Price / Long Product FIFO Price	Step-Out Price
SLOP	Averaging Mechanism	Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month of the Termination Date (In the case of the initial term, May 24, 28, 29 & 30 of 2013)	The Trading Day preceding the relevant Invoice Date	Arithmetic average of the Trading Days in the applicable calendar month	Arithmetic average of the Trading Days in the applicable calendar month	Arithmetic average of the Trading Days on the relevant Applicable Step-Out Pricing Dates
	Reference Price	The sum of (i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and (ii) minus $(***) / barrel	The sum of (i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and (ii) minus $(***) / barrel	The sum of (i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and (ii) minus $(***) / barrel	The sum of (i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and (ii) minus $(***) / barrel	The sum of (i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and (ii) minus $(***) / barrel


DIESEL	Averaging Mechanism	Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month of the Termination Date (In the case of the initial term, May 24, 28, 29 & 30 of 2013)	The Trading Day preceding the relevant Invoice Date	Arithmetic average of the Trading Days in the applicable calendar month	Arithmetic average of the Trading Days in the applicable calendar month	Arithmetic average of the Trading Days on the relevant Applicable Step-Out Pricing Dates
	Reference Price	The product of (i) the sum of (x) the arithmetic average of the high and low quotations appearing in ‘Xxxxx'x US Marketscan’ in the section ‘GULF COAST’ under the heading ‘Distillates and blendstocks’ for the Ultra low sulfur diesel-Pipeline quotation and (y) $(*) / gallons, and (ii) (*) gallons / barrel	The product of (i) the sum of (x) the 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 and (y) $(*) / gallons, and (ii) (*) gallons / barrel	The product of (i) the sum of (x) 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 and (y) $(*) / gallons, and (ii) (*) gallons / barrel	The product of (i) the sum of (x) 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 and (y) $(*) / gallons, and (ii) (*) gallons / barrel	The product of (i) the sum of (x) 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 and (y) $(*) / gallons, and (ii) (*) gallons / barrel

ASPHALT	Averaging Mechanism	Arithmetic average of the Trading Days in the month of March 2013	The Trading Day preceding the relevant Invoice Date	Arithmetic average of the Trading Days in the applicable calendar month	Arithmetic average of the Trading Days in the applicable calendar month	Arithmetic average of the Trading Days on the relevant Applicable Step-Out Pricing Dates

Schedule B-11

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



Group		Step-In Price	Daily Price	Short Crude FIFO Price / Short Product FIFO Price	Long Crude FIFO Price / Long Product FIFO Price	Step-Out Price
	Reference Price	The closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract	The closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract	The closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract	The closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract	The closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract

PROPANE	Averaging Mechanism	Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month of the Termination Date (In the case of the initial term, May 24, 28, 29 & 30 of 2013)	The Trading Day preceding the relevant Invoice Date	Arithmetic average of the Trading Days in the applicable calendar month	Arithmetic average of the Trading Days in the applicable calendar month	Arithmetic average of the Trading Days on the relevant Applicable Step-Out Pricing Dates
	Reference Price	The sum of (i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and (ii) minus $(***)/ barrel	The sum of (i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and (ii) minus $(***)/ barrel	The sum of (i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and (ii) minus $(***)/ barrel	The sum of (i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and (ii) minus $(***)/ barrel	The sum of (i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and (ii) minus $(***)/ barrel

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

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 Xxxx payments to third parties represented as a positive dollar amount and Xxxx receipts from third parties represented as a negative dollar amount, divided by the net volume on all Procurement Contracts, with Xxxx purchases represented as a positive volume and Xxxx sales represented as a negative volume. If for such month Xxxx does not enter any Crude Oil Procurement Contracts, the Procurement Price will equal the sum of the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract for the Trading Day preceding the relevant Invoice Date.

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 Xxxx payments to third parties represented as a positive dollar amount and Xxxx receipts from third parties represented as a negative dollar amount, divided by the net volume on all Procurement Contracts, with Xxxx purchases represented as a positive volume and Xxxx sales represented as a negative volume. If for such month Xxxx does not enter any Crude Oil Procurement Contracts, the Base Price will equal the Short Crude FIFO price as defined in Schedule B.

Applicable Step-Out Pricing Dates: In the event of a Termination Date of :

Schedule B-11

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

May 31, 2016, the Applicable Step-Out Pricing Dates shall be: May 26, 27, 31 of 2016

May 31, 2017, the Applicable Step-Out Pricing Dates shall be: May 26, 30, 31 of 2017

May 31, 2018, the Applicable Step-Out Pricing Dates shall be: May 29, 30, 31 of 2018

May 31, 2019, the Applicable Step-Out Pricing Dates shall be: May 29, 30, 31 of 2019

Schedule B-11

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

SCHEDULE C

Monthly True-up Amounts

I. For purposes of determining the Monthly Crude Oil True-up Amount, the following terms shall have the meanings specified below:

“Gross Monthly Crude Oil Value” (denoted as “R”) means, for any month, the result of the following formula (with each variable determined with respect to such month):

R = F + I + K + M

Where:

“F” represents the FIFO Sales Value from the Prior Month, computed as the product of the FIFO Sales Price from Prior Month and FIFO Sales Volume from Prior Month

“I” represent the Sales for Current Month Value of such month,

“K” represents the Short Crude FIFO Value as of the end of such month, and

“M” represents Crude Purchase Fee as defined in Article 6.4

“FIFO Sales Price from Prior Month” (denoted as “F”) means the prior month price associated with the prior month Short Crude FIFO Position or Long Crude FIFO Position. If the prior month has a Short Crude FIFO Position then use that prior month’s Short Crude FIFO Price. If the prior month has a Long Crude FIFO Position then use that prior month’s Long Crude FIFO Price. “Monthly Crude Oil True-up Amount” (denoted as “Z”) means, for any month, the sum of the Gross Monthly Crude Oil Value for such month and the Aggregate Daily Supply Value for such month; provided that if such amount is positive it shall represent an amount due to the Company and if such amount is negative, the absolute value thereof shall represent an amount due to Xxxx.

“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 Sales 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 Xxxx 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; such volume will be a negative number.

“Monthly Crude Procurement Sale Volume” means, for any month, the aggregate quantity of Barrels of Crude Oil for which Xxxx 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):

I = P + S + Q

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 volume weighted average price of crude oil purchased by Xxxx (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 Procurement Sale Price” means, for any month, the volume weighted average price of crude oil sold by Xxxx (whether Third Party Suppliers, the Company, or Affiliates of the Company) under Procurement Contracts with respect to Crude Oil quantities delivered during such month.

“Actual Month End Crude Volume” (denoted as “B”) has the meaning specified in Section 9.2(a). [Note: On the Termination Date, the Actual Month End Crude Volume will be the Termination Date Crude Oil Volume]

“Actual Month Beginning Crude Volume” (denoted as “A”) means, for any month, the Actual Month End Crude Volume for the immediately preceding month. [Note: On the Commencement Date, the Actual Month Beginning Crude Volume will be the Commencement Date Crude Oil Volume]

“Monthly Crude Receipts” (denoted as “C”) means, for any month, means, for any month, the product of (A) -1 and (B) the sum of (1) Monthly Crude Procurement Purchase Volume and (2) Monthly Crude Procurement Sale Volume.

“Monthly Crude Sales Volume” (denoted as “D”) means, for any month, the result of the following formula (with each variable determined with respect to such month):

(-1) x (A + C – B)

Where:

“A” represents the Actual Month Beginning Crude Volume for such month,

“C” represents the Monthly Crude Receipts for such month, and

“B” represents the Actual Month End Crude Volume for such month.

“Target Crude Sales Volume” (denoted as “E”) means, for any month, the result of the following formula (with each variable determined with respect to such month):

T – A – C

Where:

“T” represents the Target Month End Crude Volume for such month,

“A” represents the Actual Month Beginning Crude Volume for such month, and

“C” represents Monthly Crude Receipts for such month.

“FIFO Sales Volume from Prior Month” (denoted as “F”) means, for any month, the result of the following formula (with each variable determined with respect to such month):

(-1) x (K + L)

Where:

“K” represents the Short Crude FIFO Position as of the end of the prior month, and

“L” represents the Long Crude FIFO Position as of the end of the prior month.

“Adjusted Monthly Crude Sales Volume” (denoted as “G”) means, for any month, the result of the following formula (with each variable determined with respect to such month):

D – F

Where:

“D” represents the Monthly Crude Sales Volume for such month, and

“F” represents the FIFO Sales Volume from Prior Month.

“Adjusted Target Crude Sales Volume” (denoted as “H”) means, for any month, the result of the following formula (with each variable determined with respect to such month):

E – F

Where:

“E” represents the Target Crude Sales Volume for such month, and

“F” represents the FIFO Sales Volume from Prior Month.

“Short Crude FIFO Position” (denoted as “K”) means, as of the end of any month, the lesser of (i) zero and (ii) the result of the following formula (with each variable determined with respect to such month):

D – E

Where:

“D” represents the Monthly Crude Sales Volume for such month, and

“E” represents the Target Crude Sales Volume for such month.

“Short Crude FIFO Price” means, for any month, the price listed in the matrix on Schedule B hereto as the price applicable to a Short Crude FIFO Position.

“Short Crude FIFO Value” means, for any Short Crude FIFO Position and applicable month, the product of such Short Crude FIFO Position and the Short Crude FIFO Price for such month (which will be a negative number).

“Long Crude FIFO Position” (denoted as “L”) means, as of the end of any month, the greater of (i) zero and (ii) the result of the following formula (with each variable determined with respect to such month):

D – E

Where:

“D” represents the Monthly Crude Sales Volume for such month, and

“E” represents the Target Crude Sales Volume for such month.

“Long Crude FIFO Price” means, for any month, the price listed in the matrix on Schedule B hereto as the price applicable to a Long Crude FIFO Position.

“Long Crude FIFO Value” means, for any Long Crude FIFO Position and applicable month, the product of such Long Crude FIFO Position and the Long Crude FIFO Price for such month.

“Aggregate Daily Supply Value” (denoted as “W”) means, for any month, the sum of the Daily Supply Values for all calendar days (or portions thereof) included in such month, times -1 (negative one).

II. For purposes of determining the Aggregate Monthly Product True-up Amount, the following terms shall have the meanings specified below:

“Gross Monthly Product Value” (denoted as “R”) means, for any month and Product Group, the result of the following formula (with each variable determined with respect to such month):

R = F + I + L

Where:

“F” represents Product FIFO Purchase Value for Prior Month computed as the product of the Product FIFO Purchase Price from Prior Month and Product FIFO Purchase Volume from Prior Month,

“I” represents the product of (i) the applicable price listed on Schedule B and (ii) the lesser of the Adjusted Monthly Product Purchase Volume for such month and Product Group and the Adjusted Target Product Purchase Volume for such month and Product Group, and

“L” represents Long Product FIFO Value as of the end of such month.

“Product FIFO Purchase Price from Prior Month” means, for any month, the price listed on Schedule B with respect to the prior month as the price applicable to Short or Long Product FIFO Positions. “Monthly Product True-up Amount” (denoted as “Z”) means, for any month and Product Group, the sum of Gross Monthly Product Value (“R”) for such month and Product Group and the Aggregate Daily Product Value (“W”) for such month and Product Group; provided that if such amount is positive it shall represent an amount due to the Company and if such amount is negative, the absolute value thereof shall represent an amount due to Aron.

“Aggregate Monthly Product True-up Amount” means for any month, the sum of the Monthly Product True-up Amount for such month and for all Product Groups; provided that if such amount is positive it shall represent an amount due to the Company and if such amount is negative, the absolute value thereof shall represent an amount due to Aron.

“Actual Month End Product Volume” (denoted as “B”) has the meaning specified in Section 9.2(a). [Note: On the Termination Date, the Actual Month End Product Volume will be the Termination Date Product Volume]

“Actual Month Beginning Product Volume” (denoted as “A”) means, for any month and Product Group, the Actual Month End Product Volume for the immediately preceding month. [Note: On the Commencement Date, the Actual Month Beginning Product Volume will be the Commencement Date Product Volume]

“Monthly Product Purchase Volume” (denoted as “D”) means, for any month and Product Group, the result of the following formula (with each variable determined with respect to such month):

B + C – A

Where:

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

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

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

“Target Product Purchase Volume” (denoted as “E”) means, for any month and Product Group, the result of the following formula (with each variable determined with respect to such month):

T + C – A

Where:

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

“C” represents the Aggregate 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):

(-1) x (K + L)

Where:

“K” represents the Short Product FIFO Position as of the end of the prior month, and

“L” represents the Long Product FIFO Position as of the end of the prior month.

“Adjusted Monthly Product Purchase Volume” (denoted as “G”) means, for any month and Product Group, the result of the following formula (with each variable determined with respect to such month):

D – F

Where:

“D” represents the Monthly Product Purchase Volume for such month and Product Group, and

“F” represents the Product FIFO Purchase Volume for Prior Month.

“Adjusted Target Product Purchase Volume” (denoted as “H”) means, for any month, the result of the following formula (with each variable determined with respect to such month):

E – F

Where:

“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 Position” (denoted as “K”) means, as of the end of any month and for a particular Product Group, the lesser of (i) zero and (ii) the result of the following formula (with each variable determined with respect to such month):

D – E

Where:

“D” represents the Monthly Product Purchase Volume for such month and Product Group, and

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

“Short Product FIFO Value” means, for any Short Product FIFO Position and applicable month, the product of such Short Product FIFO Position and the price listed on Schedule B hereto with respect to such month as the price applicable to a Short Product FIFO Position.

“Long Product FIFO Position” (denoted as “L”) means, as of the end of any month and for a particular Product Group, the greater of (i) zero and (ii) the result of the following formula (with each variable determined with respect to such month):

D – E

Where:

“D” represents the Monthly Product Purchase Volume for such month and Product Group, and

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

“Long Product FIFO Value” means, for any Long Product FIFO Position and applicable month, the product of such Long Product FIFO Position and the price listed on Schedule B hereto with respect to such month as the price applicable to a Long Product FIFO Position.

“Aggregate Product Sales” (denoted as “C”) means, for any month and Product Group, the aggregate sales volume of all of such Product sold under Included and Excluded Transactions pursuant to the Marketing and Sales Agreement.

“Aggregate Daily Product Value” (denoted as “W”) means, for any month and Product Group, the product of (i) – 1 (negative one ) and (ii) the sum of the Daily Product Values for such Product Group for all calendar days (or portions thereof) included in such month.

Schedule C-1

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



Schedule D

Operational Volume Range

Effective Operational Volume Ranges for January 2015

Product Group	Minimum (bbl)		Maximum (bbl)		Aron notification deadline for Target Month End Volume	Maximum Allowed Change in Month End Target
	Baseline Volume	Volume in excess of Baseline	Baseline Volume	Volume in excess of Baseline
Crude	(***)	(***)	(***)	(***)	15th of the month, three months prior

Gasoline	(***)	(***)	(***)	(***)	15th of preceding month

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

Diesel	(***)	(***)	(***)	(***)	15th of preceding month

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

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

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

Asphalt	(***)	(***)	(***)	(***)	15th of preceding month

Schedule D-1

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



Effective Operational Volume Ranges for February 2015

Product Group	Minimum (bbl)		Maximum (bbl)		Aron notification deadline for Target Month End Volume	Maximum Allowed Change in Month End Target
	Baseline Volume	Volume in excess of Baseline	Baseline Volume	Volume in excess of Baseline
Crude	(***)	(***)	(***)	(***)	15th of the month, three months prior

Gasoline	(***)	(***)	(***)	(***)	15th of preceding month

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

Diesel	(***)	(***)	(***)	(***)	15th of preceding month

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

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

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

Asphalt	(***)	(***)	(***)	(***)	15th of preceding month

Schedule D-2

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



Effective Operational Volume Ranges for March 2015

Product Group	Minimum (bbl)		Maximum (bbl)		Aron notification deadline for Target Month End Volume	Maximum Allowed Change in Month End Target
	Baseline Volume	Volume in excess of Baseline	Baseline Volume	Volume in excess of Baseline
Crude	(***)	(***)	(***)	(***)	15th of the month, three months prior

Gasoline	(***)	(***)	(***)	(***)	15th of preceding month

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

Diesel	(***)	(***)	(***)	(***)	15th of preceding month

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

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

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

Asphalt	(***)	(***)	(***)	(***)	15th of preceding month

Schedule D-3

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



Effective Operational Volume Ranges for April - May 2015

Product Group	Minimum (bbl)		Maximum (bbl)		Aron notification deadline for Target Month End Volume	Maximum Allowed Change in Month End Target
	Baseline Volume	Volume in excess of Baseline	Baseline Volume	Volume in excess of Baseline
Crude	(***)	(***)	(***)	(***)	15th of the month, three months prior

Gasoline	(***)	(***)	(***)	(***)	15th of preceding month

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

Diesel	(***)	(***)	(***)	(***)	15th of preceding month

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

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

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

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

Schedule D-4

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



Effective Operational Volume Ranges for June - December 2015

Product Group	Minimum (bbl)		Maximum (bbl)		Aron notification deadline for Target Month End Volume	Maximum Allowed Change in Month End Target
	Baseline Volume	Volume in excess of Baseline	Baseline Volume	Volume in excess of Baseline
Crude	(***)	(***)	(***)	(***)	15th of the month, three months prior

Gasoline	(***)	(***)	(***)	(***)	15th of preceding month

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

Diesel	(***)	(***)	(***)	(***)	15th of preceding month

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

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

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

Asphalt					15th of the month, three months prior
Jun	(***)	(***)	(***)	(***)
Jul	(***)	(***)	(***)	(***)
Aug	(***)	(***)	(***)	(***)
Sep	(***)	(***)	(***)	(***)
Oct	(***)	(***)	(***)	(***)
Nov	(***)	(***)	(***)	(***)
Dec	(***)	(***)	(***)	(***)

Schedule D-5

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



Effective Operational Volume Ranges for January - April 2016

Product Group	Minimum (bbl)		Maximum (bbl)		Aron notification deadline for Target Month End Volume	Maximum Allowed Change in Month End Target
	Baseline Volume	Volume in excess of Baseline	Baseline Volume	Volume in excess of Baseline
Crude	(***)	(***)	(***)	(***)	15th of the month, three months prior

Gasoline	(***)	(***)	(***)	(***)	15th of preceding month

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

Diesel	(***)	(***)	(***)	(***)	15th of preceding month

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

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

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

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

Schedule D-6

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

Effective Operational Volume Ranges for May 2016 Onwards

Product Group

Minimum (bbl)

Maximum (bbl)

Aron notification deadline for Target Month End Volume

Maximum Allowed Change in Month End Target

Baseline Volume

Volume in excess of Baseline

Baseline Volume

Volume in excess of Baseline

Crude

(***)

15th of the month, three months prior

Gasoline (ex Jan & Feb)

(***)

15th of preceding month

(***) bbls increase or
decrease

Jan

(***)

Feb

(***)

Jet

(***)

15th of preceding month

Diesel

(***)

15th of preceding month

(***) bbls increase or
decrease

Catfeed

(***)

15th of the month, three months prior

(***) increase or decrease

Slop

(***)

15th of preceding month

Propane

(***)

15th of preceding month

Asphalt

(***)

15th of the month, three months prior

(***) bbls increase or
decrease

* Forced builds/draws resulting from changes to minimum or maximum Volume in Ecess of Baseline do not impact discretionary builds/draws. Discretionary

builds/draws are subject to maximum allowed change in month end targets and volumetric minimum and maximum.

Schedule D-7

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

Example:

Month 1:

Baseline: (***) barrels

Volume in Excess Baseline (Min): (***) Barrels

Volume in Excess Baseline (Max): (***) Barrels

Restriction: +/- (***) barrels from prior month

Target: (***) Barrels ((***) barrels of Baseline + (***) barrels Volume in Excess of Baseline)

Month 2:

Baseline: (***) barrels

Volume in Excess of Baseline (Min): (***) Barrels

Volume in Excess of Baseline (Max): (***) Barrels

Restriction: +/- (***) barrels from prior month

Target can be (Baseline + Volume in Excess of Baseline): (***) Barrels to (***) Barrels

Schedule D-8

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



			Schedule E

Typical Product Pricing Group	Ownership	Location	Tank	Typcial Contents	Safe Fill Capacity	Report Name	GSV or NSV
Diesel	Alon or Alon affiliate (Shell lease)	Bakersfield	80005	CARB Diesel	80,762	PPC Daily	NSV
Diesel	Alon or Alon affiliate	Bakersfield	B80005	CARB Diesel	80,762	Yield Accounting	NSV
Gasoline	Alon or Alon affiliate (Shell lease)	Bakersfield	80007	Sales (Gaso.)	80,957	PPC Daily	NSV
Gasoline	Alon or Alon affiliate	Bakersfield	B80007	Sales (Gaso.)	80,957	Yield Accounting	NSV
Gasoline	Alon or Alon affiliate (Shell lease)	Bakersfield	80006	PUL Sales	80,956	PPC Daily	NSV
Gasoline	Alon or Alon affiliate	Bakersfield	B80006	PUL Sales	80,956	Yield Accounting	NSV
Gasoline	Alon or Alon affiliate (Shell lease)	Bakersfield	80008	Sales (Gaso.)	80,851	PPC Daily	NSV
Gasoline	Alon or Alon affiliate	Bakersfield	B80008	Sales (Gaso.)	80,851	Yield Accounting	NSV
Gasoline	Alon or Alon affiliate	Bakersfield	67M01	Heavy Reformate	66,351	PPC Daily	NSV
Gasoline	Alon or Alon affiliate	Bakersfield	B67M01	Heavy Reformate	66,351	Yield Accounting	NSV
Gasoline	Alon or Alon affiliate (Shell lease)	Bakersfield	35003	Prem. Gaso.	37,651	PPC Daily	NSV
Gasoline	Alon or Alon affiliate	Bakersfield	B35003	Prem. Gaso.	37,651	Yield Accounting	NSV
Gasoline	Alon or Alon affiliate	Bakersfield	35004	Gaso. Blending	35,588	PPC Daily	NSV
Gasoline	Alon or Alon affiliate	Bakersfield	B35004	Gaso. Blending	35,588	Yield Accounting	NSV
Gasoline	Alon or Alon affiliate	Bakersfield	25003	Gaso. Blending	25,732	PPC Daily	NSV
Gasoline	Alon or Alon affiliate	Bakersfield	B25003	Gaso. Blending	25,732	Yield Accounting	NSV
Gasoline	Alon or Alon affiliate	Bakersfield	20M52	Natural gasoline	22,129	PPC Daily	NSV
Gasoline	Alon or Alon affiliate	Bakersfield	B20M52	Natural gasoline	22,129	Yield Accounting	NSV
Gasoline	Alon or Alon affiliate	Bakersfield	20M50	Lt. Reformate	20,902	PPC Daily	NSV
Gasoline	Alon or Alon affiliate	Bakersfield	B20M50	Lt. Reformate	20,902	Yield Accounting	NSV
Gasoline	Alon or Alon affiliate (Shell lease)	Bakersfield	20003	Alkylate / Iso-Octane	20,249	PPC Daily	NSV
Gasoline	Alon or Alon affiliate	Bakersfield	B20003	Alkylate / Iso-Octane	20,249	Yield Accounting	NSV
Gasoline	Alon or Alon affiliate	Bakersfield	20M04	CD Hydro Chg	20,211	PPC Daily	NSV
Gasoline	Alon or Alon affiliate	Bakersfield	B20M04	CD Hydro Chg	20,211	Yield Accounting	NSV
Gasoline	Alon or Alon affiliate	Bakersfield	20M53	Mixed Pentanes	20,065	PPC Daily	NSV
Gasoline	Alon or Alon affiliate	Bakersfield	B20M53	Mixed Pentanes	20,065	Yield Accounting	NSV
Gasoline	Alon or Alon affiliate	Bakersfield	5M51	Isobutane (sphere)	5,187	PPC Daily	NSV

Schedule E-1

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



Gasoline	Alon or Alon affiliate	Bakersfield	B5M51	Isobutane (sphere)	5,187	Yield Accounting	NSV
Gasoline	Alon or Alon affiliate	Bakersfield	5M50	Normal Butane (sphere)	5,104	PPC Daily	NSV
Gasoline	Alon or Alon affiliate	Bakersfield	B5M50	Normal Butane (sphere)	5,104	Yield Accounting	NSV
Gasoline	Alon or Alon affiliate	Bakersfield	3002	LSR -Gaso.	3,209	PPC Daily	NSV
Gasoline	Alon or Alon affiliate	Bakersfield	B3002	LSR -Gaso.	3,209	Yield Accounting	NSV
Gasoline	Alon or Alon affiliate	Bakersfield	3001	LSR -Gaso.	3,207	PPC Daily	NSV
Gasoline	Alon or Alon affiliate	Bakersfield	B3001	LSR -Gaso.	3,207	Yield Accounting	NSV
Slop	Alon or Alon affiliate	Bakersfield	903	Slop Oil	20,562	PPC Daily	NSV
Slop	Alon or Alon affiliate	Bakersfield	B903	Slop Oil	20,562	Yield Accounting	NSV
Slop	Alon or Alon affiliate	Bakersfield	20M07	Slop	20,293	PPC Daily	NSV
Slop	Alon or Alon affiliate	Bakersfield	B20M07	Slop	20,293	Yield Accounting	NSV
Slop	Alon or Alon affiliate	Bakersfield	11006	Recon.	11,283	PPC Daily	NSV
Slop	Alon or Alon affiliate	Bakersfield	B11006	Recon.	11,283	Yield Accounting	NSV
Slop	Alon or Alon affiliate	Bakersfield	11004	Recon.	11,267	PPC Daily	NSV
Slop	Alon or Alon affiliate	Bakersfield	B11004	Recon.	11,267	Yield Accounting	NSV
VGO	Alon or Alon affiliate	Bakersfield	67M04	HC Charge	66,659	PPC Daily	NSV
VGO	Alon or Alon affiliate	Bakersfield	B67M04	HC Charge	66,659	Yield Accounting	NSV
VGO	Alon or Alon affiliate (Shell lease)	Bakersfield	55005	Gasoil	56,532	PPC Daily	NSV
VGO	Alon or Alon affiliate	Bakersfield	B55005	Gasoil	56,532	Yield Accounting	NSV
VGO	Alon or Alon affiliate	Bakersfield	25002	Gasoil	24,494	PPC Daily	NSV
VGO	Alon or Alon affiliate	Bakersfield	B25002	Gasoil	24,494	Yield Accounting	NSV
Asphalt	Alon or Alon affiliate	Bakersfield - Asphalt	60001	Asphalt	61,250	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Bakersfield - Asphalt	25001	Asphalt	24,170	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Bakersfield - Asphalt	5901	Asphalt	5,963	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Bakersfield - Asphalt	5902	Asphalt	5,963	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Bakersfield - Asphalt	5903	Asphalt	5,963	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Bakersfield - Asphalt	T3	Asphalt	4,200	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Bakersfield - Asphalt	PMA4	Asphalt	1,900	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Bakersfield - Asphalt	1101	Asphalt	1,285	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Bakersfield - Asphalt	1102	Asphalt	1,285	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Bakersfield - Asphalt	PMA1	Asphalt	800	Asphalt Daily & Monthly	NSV

Schedule E-2

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



Asphalt	Alon or Alon affiliate	Bakersfield - Asphalt	PMA2	Asphalt	800	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Bakersfield - Asphalt	PMA3	Asphalt	800	Asphalt Daily & Monthly	NSV
Crude	Third Party	Crimson Line	Crimson	CRUDE	25,000	Crimson Monthy	NSV
Asphalt	Alon or Alon affiliate	Elk Grove	100M1	Asphalt	95,334	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Elk Grove	100M2	Asphalt	94,562	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Elk Grove	50M1	Asphalt	51,296	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Elk Grove	10M1	Asphalt	10,080	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Elk Grove	10M2	Asphalt	10,080	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Elk Grove	10M3	Asphalt	10,080	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Elk Grove	5001	Asphalt	5,029	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Elk Grove	5002	Asphalt	5,029	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Elk Grove	5003	Asphalt	5,025	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Elk Grove	5004	Asphalt	5,025	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Elk Grove	5005	Asphalt	5,025	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Elk Grove	3001	Asphalt	3,002	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Elk Grove	3002	Asphalt	3,002	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Elk Grove	1402	Asphalt	1,344	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Elk Grove	1401	Asphalt	1,288	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Elk Grove	1101	Asphalt	1,232	Asphalt Daily & Monthly	NSV
VGO	Alon or Alon affiliate	Lakewood	55002	GAS OIL	48,333	PPC Daily	NSV
VGO	Alon or Alon affiliate	Lakewood	55B2	GAS OIL	48,333	Yield Accounting	NSV
Crude	Alon or Alon affiliate	Long Beach	30003	Crude	27,422	PPC Daily	NSV
Crude	Alon or Alon affiliate	Long Beach	E30003	Crude	27,422	Yield Accounting	NSV
Diesel	Alon or Alon affiliate	Long Beach	12008	Diesel	10,969	PPC Daily	NSV
Diesel	Alon or Alon affiliate	Long Beach	12009	Diesel	10,969	PPC Daily	NSV
Diesel	Alon or Alon affiliate	Long Beach	E12008	Diesel	10,969	Yield Accounting	NSV
Diesel	Alon or Alon affiliate	Long Beach	E12009	Diesel	10,969	Yield Accounting	NSV
Gasoline	Alon or Alon affiliate	Long Beach	12005	Naphtha	10,969	PPC Daily	NSV
Gasoline	Alon or Alon affiliate	Long Beach	12006	Naphtha	10,969	PPC Daily	NSV
Gasoline	Alon or Alon affiliate	Long Beach	E12005	Naphtha	10,969	Yield Accounting	NSV
Gasoline	Alon or Alon affiliate	Long Beach	E12006	Naphtha	10,969	Yield Accounting	NSV

Schedule E-3

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



VGO	Alon or Alon affiliate	Long Beach	30008	FRGO	27,284	PPC Daily	NSV
VGO	Alon or Alon affiliate	Long Beach	E30008	FRGO	27,284	Yield Accounting	NSV
Asphalt	Alon or Alon affiliate	Mojave	6	Asphalt	66,318	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Mojave	4	Asphalt	66,300	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Mojave	2	Asphalt	66,269	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Paramount	150002	ORIENTE FLUX	124,962	PPC Daily	NSV
Asphalt	Alon or Alon affiliate	Paramount	15C2	ORIENTE FLUX	124,962	Yield Accounting	NSV
Asphalt	Alon or Alon affiliate	Paramount	100001	PG 64-16	94,689	PPC Daily	NSV
Asphalt	Alon or Alon affiliate	Paramount	10C1	PG 64-16	94,689	Yield Accounting	NSV
Asphalt	Alon or Alon affiliate	Paramount	50005	PG 58-28	42,301	PPC Daily	NSV
Asphalt	Alon or Alon affiliate	Paramount	50B5	PG 58-28	42,301	Yield Accounting	NSV
Asphalt	Alon or Alon affiliate	Paramount	20001	PG 64-16	17,324	PPC Daily	NSV
Asphalt	Alon or Alon affiliate	Paramount	20002	PG 64-16	17,324	PPC Daily	NSV
Asphalt	Alon or Alon affiliate	Paramount	20B1	PG 64-16	17,324	Yield Accounting	NSV
Asphalt	Alon or Alon affiliate	Paramount	20B2	PG 64-16	17,324	Yield Accounting	NSV
Asphalt	Alon or Alon affiliate	Paramount	10003	MAC-15TR	8,723	PPC Daily	NSV
Asphalt	Alon or Alon affiliate	Paramount	10B3	MAC-15TR	8,723	Yield Accounting	NSV
Asphalt	Alon or Alon affiliate	Paramount	5001	FUEL OIL	4,635	PPC Daily	NSV
Asphalt	Alon or Alon affiliate	Paramount	5001	FUEL OIL	4,635	Yield Accounting	NSV
Asphalt	Alon or Alon affiliate	Paramount	5002	FUEL OIL/Asphalt	4,635	PPC Daily	NSV
Asphalt	Alon or Alon affiliate	Paramount	5002	FUEL OIL/Asphalt	4,635	Yield Accounting	NSV
Asphalt	Alon or Alon affiliate	Paramount	5003	PG 64-28TR	4,606	PPC Daily	NSV
Asphalt	Alon or Alon affiliate	Paramount	5003	PG 64-28TR	4,606	Yield Accounting	NSV
Asphalt	Alon or Alon affiliate	Paramount	5007	EBS	4,588	PPC Daily	NSV
Asphalt	Alon or Alon affiliate	Paramount	5007	EBS	4,588	Yield Accounting	NSV
Asphalt	Alon or Alon affiliate	Paramount	5005	TRMAC	4,426	PPC Daily	NSV
Asphalt	Alon or Alon affiliate	Paramount	5005	TRMAC	4,426	Yield Accounting	NSV
Asphalt	Alon or Alon affiliate	Paramount	5004	ORIENTE FLUX	4,091	PPC Daily	NSV
Asphalt	Alon or Alon affiliate	Paramount	5004	ORIENTE FLUX	4,091	Yield Accounting	NSV
Asphalt	Alon or Alon affiliate	Paramount	3501	SLOP	3,319	PPC Daily	NSV
Asphalt	Alon or Alon affiliate	Paramount	3501	SLOP	3,319	Yield Accounting	NSV

Schedule E-4

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



Asphalt	Alon or Alon affiliate	Paramount	2049	TRMAC-CA	1,750	PPC Daily	NSV
Asphalt	Alon or Alon affiliate	Paramount	2049	TRMAC-CA	1,750	Yield Accounting	NSV
Asphalt	Alon or Alon affiliate	Paramount	2044	748/752	1,737	PPC Daily	NSV
Asphalt	Alon or Alon affiliate	Paramount	2044	748/752	1,737	Yield Accounting	NSV
Asphalt	Alon or Alon affiliate	Paramount	2046	748/752	1,737	PPC Daily	NSV
Asphalt	Alon or Alon affiliate	Paramount	2046	748/752	1,737	Yield Accounting	NSV
Asphalt	Alon or Alon affiliate	Paramount	2047	748/752	1,737	PPC Daily	NSV
Asphalt	Alon or Alon affiliate	Paramount	2047	748/752	1,737	Yield Accounting	NSV
Asphalt	Alon or Alon affiliate	Paramount	1019	TRMAC	932	PPC Daily	NSV
Asphalt	Alon or Alon affiliate	Paramount	1019	TRMAC	932	Yield Accounting	NSV
Asphalt	Alon or Alon affiliate	Paramount	1022	EBS	900	PPC Daily	NSV
Asphalt	Alon or Alon affiliate	Paramount	1022	EBS	900	Yield Accounting	NSV
Asphalt	Alon or Alon affiliate	Paramount	777	DK	706	PPC Daily	NSV
Asphalt	Alon or Alon affiliate	Paramount	777	DK	706	Yield Accounting	NSV
crude	Alon or Alon affiliate	Paramount	125002	Crude	104,561	PPC Daily	NSV
crude	Alon or Alon affiliate	Paramount	12D2	Crude	104,561	Yield Accounting	NSV
Crude	Alon or Alon affiliate	Paramount	80002	Crude	67,979	PPC Daily	NSV
Crude	Alon or Alon affiliate	Paramount	80B2	Crude	67,979	Yield Accounting	NSV
Diesel	Alon or Alon affiliate	Paramount	50002	EPA DSL	44,715	PPC Daily	NSV
Diesel	Alon or Alon affiliate	Paramount	50B2	EPA DSL	44,715	Yield Accounting	NSV
Gasoline	Alon or Alon affiliate	Paramount	50004	REFORMATE	47,988	PPC Daily	NSV
Gasoline	Alon or Alon affiliate	Paramount	50B4	REFORMATE	47,988	Yield Accounting	NSV
Gasoline	Alon or Alon affiliate	Paramount	50001	CARBOB	44,724	PPC Daily	NSV
Gasoline	Alon or Alon affiliate	Paramount	50B1	CARBOB	44,724	Yield Accounting	NSV
Gasoline	Alon or Alon affiliate	Paramount	25002	LSR	22,804	PPC Daily	NSV
Gasoline	Alon or Alon affiliate	Paramount	25B2	LSR	22,804	Yield Accounting	NSV
Gasoline	Alon or Alon affiliate	Paramount	25006	LSR	21,555	PPC Daily	NSV
Gasoline	Alon or Alon affiliate	Paramount	25B6	LSR	21,555	Yield Accounting	NSV
Gasoline	Alon or Alon affiliate	Paramount	25005	CARBOB	21,552	PPC Daily	NSV
Gasoline	Alon or Alon affiliate	Paramount	25B5	CARBOB	21,552	Yield Accounting	NSV
Gasoline	Alon or Alon affiliate	Paramount	25003	HSR	21,257	PPC Daily	NSV

Schedule E-5

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



Gasoline	Alon or Alon affiliate	Paramount	25B3	HSR	21,257	Yield Accounting	NSV
Gasoline	Alon or Alon affiliate	Paramount	20003	ISO OCTANE	16,650	PPC Daily	NSV
Gasoline	Alon or Alon affiliate	Paramount	20B3	ISO OCTANE	16,650	Yield Accounting	NSV
Gasoline	Alon or Alon affiliate	Paramount	10005	SWEET FD.	7,599	PPC Daily	NSV
Gasoline	Alon or Alon affiliate	Paramount	10B5	SWEET FD.	7,599	Yield Accounting	NSV
Gasoline	Alon or Alon affiliate	Paramount	710	PENTANE	639	PPC Daily	NSV
Gasoline	Alon or Alon affiliate	Paramount	710	PENTANE	639	Yield Accounting	NSV
Gasoline	Alon or Alon affiliate	Paramount	D710	PENTANE	639	Yield Accounting	NSV
Jet	Alon or Alon affiliate	Paramount	25009	UNT KD	22,536	PPC Daily	NSV
Jet	Alon or Alon affiliate	Paramount	25B9	UNT KD	22,536	Yield Accounting	NSV
Jet	Alon or Alon affiliate	Paramount	6001	UNT KD	5,217	PPC Daily	NSV
Jet	Alon or Alon affiliate	Paramount	6001	UNT KD	5,217	Yield Accounting	NSV
Propane	Alon or Alon affiliate	Paramount	1202	LPG	1,135	PPC Daily	NSV
Propane	Alon or Alon affiliate	Paramount	1202	LPG	1,135	Yield Accounting	NSV
Propane	Alon or Alon affiliate	Paramount	1203	LPG	1,135	PPC Daily	NSV
Propane	Alon or Alon affiliate	Paramount	1203	LPG	1,135	Yield Accounting	NSV
Slop	Alon or Alon affiliate	Paramount	5501	SLOP	4,000	PPC Daily	NSV
Slop	Alon or Alon affiliate	Paramount	5501	SLOP	4,000	Yield Accounting	NSV
Slop	Alon or Alon affiliate	Paramount	3001	SLOP	2,041	PPC Daily	NSV
Slop	Alon or Alon affiliate	Paramount	3001	SLOP	2,041	Yield Accounting	NSV
Asphalt	Alon or Alon affiliate	Phoenix	50001	Asphalt	50,689	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Phoenix	50002	Asphalt	50,689	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Phoenix	10001	Asphalt	9,610	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Phoenix	10002	Asphalt	9,610	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Phoenix	31	Asphalt	5,398	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Phoenix	32	Asphalt	5,398	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Phoenix	23	Asphalt	1,879	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Phoenix	A	Asphalt	1,879	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Phoenix	22	Asphalt	1,679	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Phoenix	33	Asphalt	1,500	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Phoenix	34	Asphalt	1,500	Asphalt Daily & Monthly	NSV

Schedule E-6

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



Crude	Third Party	Plains Pipeline	L48	Crude	N/A	Plains Monthly	GSV
Crude	Third Party	Plains Pipeline	L63	Crude	N/A	Plains Monthly	GSV
Crude	Third Party	Plains Pipeline	L93	Crude	N/A	Plains Monthly	GSV
Crude	Alon or Alon affiliate	PPC Pipeline	12" Crude Line	CRUDE	3,083	PPC Daily	NSV
Crude	Alon or Alon affiliate	PPC Pipeline	PPCCRU	CRUDE	3,083	Yield Accounting	NSV
Crude	Alon or Alon affiliate	PPC Pipeline	KM Black	CRUDE	2,963	PPC Daily	NSV
Crude	Alon or Alon affiliate	PPC Pipeline	KMBOS	CRUDE	2,963	Yield Accounting	NSV
Crude	Alon or Alon affiliate	PPC Pipeline	Cenco Line Md	CRUDE	2,404	PPC Daily	NSV
Crude	Alon or Alon affiliate	PPC Pipeline	LINE4	CRUDE	2,404	Yield Accounting	NSV
Crude	Alon or Alon affiliate	PPC Pipeline	Cenco line Up	CRUDE	633	PPC Daily	NSV
Crude	Alon or Alon affiliate	PPC Pipeline	LINE3	CRUDE	633	Yield Accounting	NSV
Crude	Alon or Alon affiliate	PPC Pipeline	L3B	CRUDE	148	Yield Accounting	NSV
Crude	Alon or Alon affiliate	PPC Pipeline	Line 3B	CRUDE	148	PPC Daily	NSV
Crude	Alon or Alon affiliate	PPC Pipeline	LINE 3 LS	CRUDE	142	PPC Daily	NSV
Crude	Alon or Alon affiliate	PPC Pipeline	LINE3LS	CRUDE	142	Yield Accounting	NSV
Crude	Alon or Alon affiliate	PPC Pipeline	LINE 35A	CRUDE	18	PPC Daily	NSV
Diesel	Alon or Alon affiliate	PPC Pipeline	LINE145	DIESEL	3,288	Yield Accounting (includes LS 66 volume too)	NSV
Diesel	Alon or Alon affiliate	PPC Pipeline	LINE 145	DIESEL	1,988	PPC Daily	NSV
Diesel	Alon or Alon affiliate	PPC Pipeline	LS 66	DIESEL	1,300	PPC Daily	NSV
Diesel	Alon or Alon affiliate	PPC Pipeline	LINE35	DIESEL	1,207	Yield Accounting	NSV
Diesel	Alon or Alon affiliate	PPC Pipeline	LINE 35	DIESEL	1,189	PPC Daily	NSV
VGO	Alon or Alon affiliate	PPC Pipeline	CHV Line 1 Upper	GAS OIL	324	PPC Daily	NSV
VGO	Alon or Alon affiliate	PPC Pipeline	LINE1UP	GAS OIL	324	Yield Accounting	NSV
VGO	Alon or Alon affiliate	PPC Pipeline	GX 210	GAS OIL	188	PPC Daily	NSV
VGO	Alon or Alon affiliate	PPC Pipeline	GX210	GAS OIL	188	Yield Accounting	NSV
Asphalt	Alon or Alon affiliate	Richmond Beach	82	Asphalt	52,177	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Richmond Beach	41	Asphalt	51,397	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Richmond Beach	77	Asphalt	15,728	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Richmond Beach	76	Asphalt	11,346	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Richmond Beach	98	Asphalt	5,865	Asphalt Daily & Monthly	NSV

Schedule E-7

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



Asphalt	Alon or Alon affiliate	Richmond Beach	123	Asphalt	5,098	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Richmond Beach	95	Asphalt	1,945	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Richmond Beach	93	Asphalt	1,930	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Richmond Beach	90	Asphalt	1,924	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Richmond Beach	91	Asphalt	1,923	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Richmond Beach	92	Asphalt	1,923	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Richmond Beach	94	Asphalt	1,923	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Richmond Beach	97	Asphalt	1,920	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Richmond Beach	107	Asphalt	1,835	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Richmond Beach	115	Asphalt	995	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Richmond Beach	119	Asphalt	959	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Richmond Beach	108	Asphalt	945	Asphalt Daily & Monthly	NSV
Asphalt	Alon or Alon affiliate	Richmond Beach	110	Asphalt	945	Asphalt Daily & Monthly	NSV

Schedule E-8

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

Schedule G

Row Number

Payment Generation Date

Flow Date

Invoice Date

Payment Date

TrueUp Date

Product Group

Payment Factor

TrueUp Factor

Cumulative Factor

Asphalt Pricing Month

ZeroPen Pricing Month

Inv Month Start Date

Inv Month End Date

28-Nov-14

26-Nov-14

1-Dec-14

2-Dec-14

20-Jan-15

All

1-Sep-14

1-Oct-14

1-Dec-14

31-Dec-14

1-Dec-14

27-Nov-14

2-Dec-14

3-Dec-14

20-Jan-15

All

1-Sep-14

1-Oct-14

1-Dec-14

31-Dec-14

2-Dec-14

1-Dec-14

3-Dec-14

4-Dec-14

20-Jan-15

All

1-Sep-14

1-Oct-14

1-Dec-14

31-Dec-14

3-Dec-14

28-Nov-14

4-Dec-14

5-Dec-14

20-Jan-15

All

1-Sep-14

1-Oct-14

1-Dec-14

31-Dec-14

3-Dec-14

29-Nov-14

4-Dec-14

5-Dec-14

20-Jan-15

All

1-Sep-14

1-Oct-14

1-Dec-14

31-Dec-14

3-Dec-14

30-Nov-14

4-Dec-14

5-Dec-14

20-Jan-15

All

1-Sep-14

1-Oct-14

1-Dec-14

31-Dec-14

4-Dec-14

2-Dec-14

5-Dec-14

8-Dec-14

20-Jan-15

All

1-Sep-14

1-Oct-14

1-Dec-14

31-Dec-14

5-Dec-14

3-Dec-14

8-Dec-14

9-Dec-14

20-Jan-15

All

1-Sep-14

1-Oct-14

1-Dec-14

31-Dec-14

8-Dec-14

4-Dec-14

9-Dec-14

10-Dec-14

20-Jan-15

All

1-Sep-14

1-Oct-14

1-Dec-14

31-Dec-14

9-Dec-14

8-Dec-14

10-Dec-14

11-Dec-14

20-Jan-15

All

1-Sep-14

1-Oct-14

1-Dec-14

31-Dec-14

10-Dec-14

5-Dec-14

11-Dec-14

12-Dec-14

20-Jan-15

All

1-Sep-14

1-Oct-14

1-Dec-14

31-Dec-14

10-Dec-14

6-Dec-14

11-Dec-14

12-Dec-14

20-Jan-15

All

1-Sep-14

1-Oct-14

1-Dec-14

31-Dec-14

10-Dec-14

7-Dec-14

11-Dec-14

12-Dec-14

20-Jan-15

All

1-Sep-14

1-Oct-14

1-Dec-14

31-Dec-14

11-Dec-14

9-Dec-14

12-Dec-14

15-Dec-14

20-Jan-15

All

1-Sep-14

1-Oct-14

1-Dec-14

31-Dec-14

12-Dec-14

10-Dec-14

15-Dec-14

16-Dec-14

20-Jan-15

All

1-Sep-14

1-Oct-14

1-Dec-14

31-Dec-14

15-Dec-14

11-Dec-14

16-Dec-14

17-Dec-14

20-Jan-15

All

1-Sep-14

1-Oct-14

1-Dec-14

31-Dec-14

16-Dec-14

15-Dec-14

17-Dec-14

18-Dec-14

20-Jan-15

All

1-Sep-14

1-Oct-14

1-Dec-14

31-Dec-14

17-Dec-14

12-Dec-14

18-Dec-14

19-Dec-14

20-Jan-15

All

1-Sep-14

1-Oct-14

1-Dec-14

31-Dec-14

17-Dec-14

13-Dec-14

18-Dec-14

19-Dec-14

20-Jan-15

All

1-Sep-14

1-Oct-14

1-Dec-14

31-Dec-14

17-Dec-14

14-Dec-14

18-Dec-14

19-Dec-14

20-Jan-15

All

1-Sep-14

1-Oct-14

1-Dec-14

31-Dec-14

18-Dec-14

16-Dec-14

19-Dec-14

22-Dec-14

20-Jan-15

All

1-Sep-14

1-Oct-14

1-Dec-14

31-Dec-14

19-Dec-14

17-Dec-14

22-Dec-14

23-Dec-14

20-Jan-15

All

1-Sep-14

1-Oct-14

1-Dec-14

31-Dec-14

22-Dec-14

18-Dec-14

23-Dec-14

24-Dec-14

20-Jan-15

All

1-Sep-14

1-Oct-14

1-Dec-14

31-Dec-14

23-Dec-14

19-Dec-14

24-Dec-14

26-Dec-14

20-Jan-15

All

0.75

1-Sep-14

1-Oct-14

1-Dec-14

31-Dec-14

23-Dec-14

20-Dec-14

24-Dec-14

26-Dec-14

20-Jan-15

All

0.75

1-Sep-14

1-Oct-14

1-Dec-14

31-Dec-14

23-Dec-14

21-Dec-14

24-Dec-14

26-Dec-14

20-Jan-15

All

0.75

1-Sep-14

1-Oct-14

1-Dec-14

31-Dec-14

23-Dec-14

22-Dec-14

24-Dec-14

26-Dec-14

20-Jan-15

All

0.75

1-Sep-14

1-Oct-14

1-Dec-14

31-Dec-14

24-Dec-14

23-Dec-14

26-Dec-14

29-Dec-14

20-Jan-15

All

1-Sep-14

1-Oct-14

1-Dec-14

31-Dec-14

26-Dec-14

24-Dec-14

29-Dec-14

30-Dec-14

20-Jan-15

All

1-Sep-14

1-Oct-14

1-Dec-14

31-Dec-14

29-Dec-14

25-Dec-14

30-Dec-14

31-Dec-14

20-Jan-15

All

0.5

1-Sep-14

1-Oct-14

1-Dec-14

31-Dec-14

29-Dec-14

25-Dec-14

30-Dec-14

31-Dec-14

20-Feb-15

All

0.5

1-Sep-14

1-Oct-14

1-Jan-15

31-Jan-15

30-Dec-14

26-Dec-14

31-Dec-14

2-Jan-15

20-Feb-15

All

0.75

1-Oct-14

1-Nov-14

1-Jan-15

31-Jan-15

30-Dec-14

27-Dec-14

31-Dec-14

2-Jan-15

20-Feb-15

All

0.75

1-Oct-14

1-Nov-14

1-Jan-15

31-Jan-15

30-Dec-14

28-Dec-14

31-Dec-14

2-Jan-15

20-Feb-15

All

0.75

1-Oct-14

1-Nov-14

1-Jan-15

31-Jan-15

30-Dec-14

29-Dec-14

31-Dec-14

2-Jan-15

20-Feb-15

All

0.75

1-Oct-14

1-Nov-14

1-Jan-15

31-Jan-15

Schedule G-1

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

Schedule G

Row Number

Payment Generation Date

Flow Date

Invoice Date

Payment Date

TrueUp Date

Product Group

Payment Factor

TrueUp Factor

Cumulative Factor

Asphalt Pricing Month

ZeroPen Pricing Month

Inv Month Start Date

Inv Month End Date

31-Dec-14

30-Dec-14

2-Jan-15

5-Jan-15

20-Feb-15

All

1-Oct-14

1-Nov-14

1-Jan-15

31-Jan-15

2-Jan-15

31-Dec-14

5-Jan-15

6-Jan-15

20-Feb-15

All

1-Oct-14

1-Nov-14

1-Jan-15

31-Jan-15

5-Jan-15

1-Jan-15

6-Jan-15

7-Jan-15

20-Feb-15

All

1-Oct-14

1-Nov-14

1-Jan-15

31-Jan-15

6-Jan-15

5-Jan-15

7-Jan-15

8-Jan-15

20-Feb-15

All

1-Oct-14

1-Nov-14

1-Jan-15

31-Jan-15

7-Jan-15

2-Jan-15

8-Jan-15

9-Jan-15

20-Feb-15

All

1-Oct-14

1-Nov-14

1-Jan-15

31-Jan-15

7-Jan-15

3-Jan-15

8-Jan-15

9-Jan-15

20-Feb-15

All

1-Oct-14

1-Nov-14

1-Jan-15

31-Jan-15

7-Jan-15

4-Jan-15

8-Jan-15

9-Jan-15

20-Feb-15

All

1-Oct-14

1-Nov-14

1-Jan-15

31-Jan-15

8-Jan-15

6-Jan-15

9-Jan-15

12-Jan-15

20-Feb-15

All

1-Oct-14

1-Nov-14

1-Jan-15

31-Jan-15

9-Jan-15

7-Jan-15

12-Jan-15

13-Jan-15

20-Feb-15

All

1-Oct-14

1-Nov-14

1-Jan-15

31-Jan-15

12-Jan-15

8-Jan-15

13-Jan-15

14-Jan-15

20-Feb-15

All

1-Oct-14

1-Nov-14

1-Jan-15

31-Jan-15

13-Jan-15

12-Jan-15

14-Jan-15

15-Jan-15

20-Feb-15

All

1-Oct-14

1-Nov-14

1-Jan-15

31-Jan-15

14-Jan-15

9-Jan-15

15-Jan-15

16-Jan-15

20-Feb-15

All

1.33

1-Oct-14

1-Nov-14

1-Jan-15

31-Jan-15

14-Jan-15

10-Jan-15

15-Jan-15

16-Jan-15

20-Feb-15

All

1.33

1-Oct-14

1-Nov-14

1-Jan-15

31-Jan-15

14-Jan-15

11-Jan-15

15-Jan-15

16-Jan-15

20-Feb-15

All

1.33

1-Oct-14

1-Nov-14

1-Jan-15

31-Jan-15

15-Jan-15

13-Jan-15

16-Jan-15

20-Jan-15

20-Feb-15

All

1-Oct-14

1-Nov-14

1-Jan-15

31-Jan-15

16-Jan-15

14-Jan-15

20-Jan-15

21-Jan-15

20-Feb-15

All

1-Oct-14

1-Nov-14

1-Jan-15

31-Jan-15

20-Jan-15

15-Jan-15

21-Jan-15

22-Jan-15

20-Feb-15

All

1-Oct-14

1-Nov-14

1-Jan-15

31-Jan-15

21-Jan-15

16-Jan-15

22-Jan-15

23-Jan-15

20-Feb-15

All

0.75

1-Oct-14

1-Nov-14

1-Jan-15

31-Jan-15

21-Jan-15

17-Jan-15

22-Jan-15

23-Jan-15

20-Feb-15

All

0.75

1-Oct-14

1-Nov-14

1-Jan-15

31-Jan-15

21-Jan-15

18-Jan-15

22-Jan-15

23-Jan-15

20-Feb-15

All

0.75

1-Oct-14

1-Nov-14

1-Jan-15

31-Jan-15

21-Jan-15

19-Jan-15

22-Jan-15

23-Jan-15

20-Feb-15

All

0.75

1-Oct-14

1-Nov-14

1-Jan-15

31-Jan-15

22-Jan-15

20-Jan-15

23-Jan-15

26-Jan-15

20-Feb-15

All

1-Oct-14

1-Nov-14

1-Jan-15

31-Jan-15

23-Jan-15

21-Jan-15

26-Jan-15

27-Jan-15

20-Feb-15

All

1-Oct-14

1-Nov-14

1-Jan-15

31-Jan-15

26-Jan-15

22-Jan-15

27-Jan-15

28-Jan-15

20-Feb-15

All

1-Oct-14

1-Nov-14

1-Jan-15

31-Jan-15

27-Jan-15

26-Jan-15

28-Jan-15

29-Jan-15

20-Feb-15

All

1-Oct-14

1-Nov-14

1-Jan-15

31-Jan-15

28-Jan-15

23-Jan-15

29-Jan-15

30-Jan-15

20-Feb-15

All

0.67

1-Oct-14

1-Nov-14

1-Jan-15

31-Jan-15

28-Jan-15

24-Jan-15

29-Jan-15

30-Jan-15

20-Feb-15

All

0.67

1-Oct-14

1-Nov-14

1-Jan-15

31-Jan-15

28-Jan-15

25-Jan-15

29-Jan-15

30-Jan-15

20-Feb-15

All

0.67

1-Oct-14

1-Nov-14

1-Jan-15

31-Jan-15

28-Jan-15

23-Jan-15

29-Jan-15

30-Jan-15

20-Mar-15

All

0.33

1-Oct-14

1-Nov-14

1-Feb-15

28-Feb-15

28-Jan-15

24-Jan-15

29-Jan-15

30-Jan-15

20-Mar-15

All

0.33

1-Oct-14

1-Nov-14

1-Feb-15

28-Feb-15

28-Jan-15

25-Jan-15

29-Jan-15

30-Jan-15

20-Mar-15

All

0.33

1-Oct-14

1-Nov-14

1-Feb-15

28-Feb-15

29-Jan-15

27-Jan-15

30-Jan-15

2-Feb-15

20-Mar-15

All

1-Nov-14

1-Dec-14

1-Feb-15

28-Feb-15

30-Jan-15

28-Jan-15

2-Feb-15

3-Feb-15

20-Mar-15

All

1-Nov-14

1-Dec-14

1-Feb-15

28-Feb-15

2-Feb-15

29-Jan-15

3-Feb-15

4-Feb-15

20-Mar-15

All

1-Feb-15

28-Feb-15

3-Feb-15

2-Feb-15

4-Feb-15

5-Feb-15

20-Mar-15

All

1-Feb-15

28-Feb-15

Schedule G-2

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

Schedule G

Row Number

Payment Generation Date

Flow Date

Invoice Date

Payment Date

TrueUp Date

Product Group

Payment Factor

TrueUp Factor

Cumulative Factor

Asphalt Pricing Month

ZeroPen Pricing Month

Inv Month Start Date

Inv Month End Date

4-Feb-15

30-Jan-15

5-Feb-15

6-Feb-15

20-Mar-15

All

1-Feb-15

28-Feb-15

4-Feb-15

31-Jan-15

5-Feb-15

6-Feb-15

20-Mar-15

All

1-Feb-15

28-Feb-15

4-Feb-15

1-Feb-15

5-Feb-15

6-Feb-15

20-Mar-15

All

1-Feb-15

28-Feb-15

5-Feb-15

3-Feb-15

6-Feb-15

9-Feb-15

20-Mar-15

All

1-Feb-15

28-Feb-15

6-Feb-15

4-Feb-15

9-Feb-15

10-Feb-15

20-Mar-15

All

1-Feb-15

28-Feb-15

9-Feb-15

5-Feb-15

10-Feb-15

11-Feb-15

20-Mar-15

All

1-Feb-15

28-Feb-15

10-Feb-15

9-Feb-15

11-Feb-15

12-Feb-15

20-Mar-15

All

1-Feb-15

28-Feb-15

11-Feb-15

6-Feb-15

12-Feb-15

13-Feb-15

20-Mar-15

All

1.33

1-Feb-15

28-Feb-15

11-Feb-15

7-Feb-15

12-Feb-15

13-Feb-15

20-Mar-15

All

1.33

1-Feb-15

28-Feb-15

11-Feb-15

8-Feb-15

12-Feb-15

13-Feb-15

20-Mar-15

All

1.33

1-Feb-15

28-Feb-15

12-Feb-15

10-Feb-15

13-Feb-15

17-Feb-15

20-Mar-15

All

1-Feb-15

28-Feb-15

13-Feb-15

11-Feb-15

17-Feb-15

18-Feb-15

20-Mar-15

All

1-Feb-15

28-Feb-15

17-Feb-15

12-Feb-15

18-Feb-15

19-Feb-15

20-Mar-15

All

1-Feb-15

28-Feb-15

18-Feb-15

13-Feb-15

19-Feb-15

20-Feb-15

20-Mar-15

All

0.75

1-Feb-15

28-Feb-15

18-Feb-15

14-Feb-15

19-Feb-15

20-Feb-15

20-Mar-15

All

0.75

1-Feb-15

28-Feb-15

18-Feb-15

15-Feb-15

19-Feb-15

20-Feb-15

20-Mar-15

All

0.75

1-Feb-15

28-Feb-15

18-Feb-15

16-Feb-15

19-Feb-15

20-Feb-15

20-Mar-15

All

0.75

1-Feb-15

28-Feb-15

19-Feb-15

17-Feb-15

20-Feb-15

23-Feb-15

20-Mar-15

All

1-Feb-15

28-Feb-15

20-Feb-15

18-Feb-15

23-Feb-15

24-Feb-15

20-Mar-15

All

1-Feb-15

28-Feb-15

23-Feb-15

19-Feb-15

24-Feb-15

25-Feb-15

20-Mar-15

All

1-Feb-15

28-Feb-15

24-Feb-15

23-Feb-15

25-Feb-15

26-Feb-15

20-Mar-15

All

1-Feb-15

28-Feb-15

25-Feb-15

20-Feb-15

26-Feb-15

27-Feb-15

20-Mar-15

All

0.67

1-Feb-15

28-Feb-15

25-Feb-15

21-Feb-15

26-Feb-15

27-Feb-15

20-Mar-15

All

0.67

1-Feb-15

28-Feb-15

25-Feb-15

22-Feb-15

26-Feb-15

27-Feb-15

20-Mar-15

All

0.67

1-Feb-15

28-Feb-15

25-Feb-15

20-Feb-15

26-Feb-15

27-Feb-15

20-Apr-15

All

0.33

1-Mar-15

31-Mar-15

25-Feb-15

21-Feb-15

26-Feb-15

27-Feb-15

20-Apr-15

All

0.33

1-Mar-15

31-Mar-15

25-Feb-15

22-Feb-15

26-Feb-15

27-Feb-15

20-Apr-15

All

0.33

1-Mar-15

31-Mar-15

26-Feb-15

24-Feb-15

27-Feb-15

2-Mar-15

20-Apr-15

All

1-Mar-15

31-Mar-15

27-Feb-15

25-Feb-15

2-Mar-15

3-Mar-15

20-Apr-15

All

1-Mar-15

31-Mar-15

100

2-Mar-15

26-Feb-15

3-Mar-15

4-Mar-15

20-Apr-15

All

1-Mar-15

31-Mar-15

101

3-Mar-15

2-Mar-15

4-Mar-15

5-Mar-15

20-Apr-15

All

1-Mar-15

31-Mar-15

102

4-Mar-15

27-Feb-15

5-Mar-15

6-Mar-15

20-Apr-15

All

1-Mar-15

31-Mar-15

103

4-Mar-15

28-Feb-15

5-Mar-15

6-Mar-15

20-Apr-15

All

1-Mar-15

31-Mar-15

104

4-Mar-15

1-Mar-15

5-Mar-15

6-Mar-15

20-Apr-15

All

1-Mar-15

31-Mar-15

105

5-Mar-15

3-Mar-15

6-Mar-15

9-Mar-15

20-Apr-15

All

1-Mar-15

31-Mar-15

Schedule G-3

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

Schedule G

Row Number

Payment Generation Date

Flow Date

Invoice Date

Payment Date

TrueUp Date

Product Group

Payment Factor

TrueUp Factor

Cumulative Factor

Asphalt Pricing Month

ZeroPen Pricing Month

Inv Month Start Date

Inv Month End Date

106

6-Mar-15

4-Mar-15

9-Mar-15

10-Mar-15

20-Apr-15

All

1-Mar-15

31-Mar-15

107

9-Mar-15

5-Mar-15

10-Mar-15

11-Mar-15

20-Apr-15

All

1-Mar-15

31-Mar-15

108

10-Mar-15

9-Mar-15

11-Mar-15

12-Mar-15

20-Apr-15

All

1-Mar-15

31-Mar-15

109

11-Mar-15

6-Mar-15

12-Mar-15

13-Mar-15

20-Apr-15

All

1-Mar-15

31-Mar-15

110

11-Mar-15

7-Mar-15

12-Mar-15

13-Mar-15

20-Apr-15

All

1-Mar-15

31-Mar-15

111

11-Mar-15

8-Mar-15

12-Mar-15

13-Mar-15

20-Apr-15

All

1-Mar-15

31-Mar-15

112

12-Mar-15

10-Mar-15

13-Mar-15

16-Mar-15

20-Apr-15

All

1-Mar-15

31-Mar-15

113

13-Mar-15

11-Mar-15

16-Mar-15

17-Mar-15

20-Apr-15

All

1-Mar-15

31-Mar-15

114

16-Mar-15

12-Mar-15

17-Mar-15

18-Mar-15

20-Apr-15

All

1-Mar-15

31-Mar-15

115

17-Mar-15

16-Mar-15

18-Mar-15

19-Mar-15

20-Apr-15

All

1-Mar-15

31-Mar-15

116

18-Mar-15

13-Mar-15

19-Mar-15

20-Mar-15

20-Apr-15

All

1-Mar-15

31-Mar-15

117

18-Mar-15

14-Mar-15

19-Mar-15

20-Mar-15

20-Apr-15

All

1-Mar-15

31-Mar-15

118

18-Mar-15

15-Mar-15

19-Mar-15

20-Mar-15

20-Apr-15

All

1-Mar-15

31-Mar-15

119

19-Mar-15

17-Mar-15

20-Mar-15

23-Mar-15

20-Apr-15

All

1-Mar-15

31-Mar-15

120

20-Mar-15

18-Mar-15

23-Mar-15

24-Mar-15

20-Apr-15

All

1-Mar-15

31-Mar-15

121

23-Mar-15

19-Mar-15

24-Mar-15

25-Mar-15

20-Apr-15

All

1-Mar-15

31-Mar-15

122

24-Mar-15

23-Mar-15

25-Mar-15

26-Mar-15

20-Apr-15

All

1-Mar-15

31-Mar-15

123

25-Mar-15

20-Mar-15

26-Mar-15

27-Mar-15

20-Apr-15

All

1-Mar-15

31-Mar-15

124

25-Mar-15

21-Mar-15

26-Mar-15

27-Mar-15

20-Apr-15

All

1-Mar-15

31-Mar-15

125

25-Mar-15

22-Mar-15

26-Mar-15

27-Mar-15

20-Apr-15

All

1-Mar-15

31-Mar-15

126

26-Mar-15

24-Mar-15

27-Mar-15

30-Mar-15

20-Apr-15

All

1-Mar-15

31-Mar-15

127

27-Mar-15

25-Mar-15

30-Mar-15

31-Mar-15

20-Apr-15

All

1-Mar-15

31-Mar-15

128

30-Mar-15

26-Mar-15

31-Mar-15

1-Apr-15

20-May-15

All

1-Apr-15

30-Apr-15

129

31-Mar-15

27-Mar-15

1-Apr-15

2-Apr-15

20-May-15

All

1-Apr-15

30-Apr-15

130

31-Mar-15

28-Mar-15

1-Apr-15

2-Apr-15

20-May-15

All

1-Apr-15

30-Apr-15

131

31-Mar-15

29-Mar-15

1-Apr-15

2-Apr-15

20-May-15

All

1-Apr-15

30-Apr-15

132

31-Mar-15

30-Mar-15

1-Apr-15

2-Apr-15

20-May-15

All

1-Apr-15

30-Apr-15

133

1-Apr-15

31-Mar-15

2-Apr-15

6-Apr-15

20-May-15

All

1-Apr-15

30-Apr-15

134

2-Apr-15

1-Apr-15

6-Apr-15

7-Apr-15

20-May-15

All

1-Apr-15

30-Apr-15

135

6-Apr-15

2-Apr-15

7-Apr-15

8-Apr-15

20-May-15

All

1-Apr-15

30-Apr-15

136

7-Apr-15

6-Apr-15

8-Apr-15

9-Apr-15

20-May-15

All

1-Apr-15

30-Apr-15

137

8-Apr-15

3-Apr-15

9-Apr-15

10-Apr-15

20-May-15

All

1-Apr-15

30-Apr-15

138

8-Apr-15

4-Apr-15

9-Apr-15

10-Apr-15

20-May-15

All

1-Apr-15

30-Apr-15

139

8-Apr-15

5-Apr-15

9-Apr-15

10-Apr-15

20-May-15

All

1-Apr-15

30-Apr-15

140

9-Apr-15

7-Apr-15

10-Apr-15

13-Apr-15

20-May-15

All

1-Apr-15

30-Apr-15

Schedule G-4

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

Schedule G

Row Number

Payment Generation Date

Flow Date

Invoice Date

Payment Date

TrueUp Date

Product Group

Payment Factor

TrueUp Factor

Cumulative Factor

Asphalt Pricing Month

ZeroPen Pricing Month

Inv Month Start Date

Inv Month End Date

141

10-Apr-15

8-Apr-15

13-Apr-15

14-Apr-15

20-May-15

All

1-Apr-15

30-Apr-15

142

13-Apr-15

9-Apr-15

14-Apr-15

15-Apr-15

20-May-15

All

1-Apr-15

30-Apr-15

143

14-Apr-15

13-Apr-15

15-Apr-15

16-Apr-15

20-May-15

All

1-Apr-15

30-Apr-15

144

15-Apr-15

10-Apr-15

16-Apr-15

17-Apr-15

20-May-15

All

1-Apr-15

30-Apr-15

145

15-Apr-15

11-Apr-15

16-Apr-15

17-Apr-15

20-May-15

All

1-Apr-15

30-Apr-15

146

15-Apr-15

12-Apr-15

16-Apr-15

17-Apr-15

20-May-15

All

1-Apr-15

30-Apr-15

147

16-Apr-15

14-Apr-15

17-Apr-15

20-Apr-15

20-May-15

All

1-Apr-15

30-Apr-15

148

17-Apr-15

15-Apr-15

20-Apr-15

21-Apr-15

20-May-15

All

1-Apr-15

30-Apr-15

149

20-Apr-15

16-Apr-15

21-Apr-15

22-Apr-15

20-May-15

All

1-Apr-15

30-Apr-15

150

21-Apr-15

20-Apr-15

22-Apr-15

23-Apr-15

20-May-15

All

1-Apr-15

30-Apr-15

151

22-Apr-15

17-Apr-15

23-Apr-15

24-Apr-15

20-May-15

All

1-Apr-15

30-Apr-15

152

22-Apr-15

18-Apr-15

23-Apr-15

24-Apr-15

20-May-15

All

1-Apr-15

30-Apr-15

153

22-Apr-15

19-Apr-15

23-Apr-15

24-Apr-15

20-May-15

All

1-Apr-15

30-Apr-15

154

23-Apr-15

21-Apr-15

24-Apr-15

27-Apr-15

20-May-15

All

1-Apr-15

30-Apr-15

155

24-Apr-15

22-Apr-15

27-Apr-15

28-Apr-15

20-May-15

All

1-Apr-15

30-Apr-15

156

27-Apr-15

23-Apr-15

28-Apr-15

29-Apr-15

20-May-15

All

1-Apr-15

30-Apr-15

157

28-Apr-15

27-Apr-15

29-Apr-15

30-Apr-15

20-May-15

All

1-Apr-15

30-Apr-15

158

29-Apr-15

24-Apr-15

30-Apr-15

1-May-15

19-Jun-15

All

1-May-15

31-May-15

159

29-Apr-15

25-Apr-15

30-Apr-15

1-May-15

19-Jun-15

All

1-May-15

31-May-15

160

29-Apr-15

26-Apr-15

30-Apr-15

1-May-15

19-Jun-15

All

1-May-15

31-May-15

161

30-Apr-15

28-Apr-15

1-May-15

4-May-15

19-Jun-15

All

1-May-15

31-May-15

162

1-May-15

29-Apr-15

4-May-15

5-May-15

19-Jun-15

All

1-May-15

31-May-15

163

4-May-15

30-Apr-15

5-May-15

6-May-15

19-Jun-15

All

1-May-15

31-May-15

164

5-May-15

4-May-15

6-May-15

7-May-15

19-Jun-15

All

1-May-15

31-May-15

165

6-May-15

1-May-15

7-May-15

8-May-15

19-Jun-15

All

1-May-15

31-May-15

166

6-May-15

2-May-15

7-May-15

8-May-15

19-Jun-15

All

1-May-15

31-May-15

167

6-May-15

3-May-15

7-May-15

8-May-15

19-Jun-15

All

1-May-15

31-May-15

168

7-May-15

5-May-15

8-May-15

11-May-15

19-Jun-15

All

1-May-15

31-May-15

169

8-May-15

6-May-15

11-May-15

12-May-15

19-Jun-15

All

1-May-15

31-May-15

170

11-May-15

7-May-15

12-May-15

13-May-15

19-Jun-15

All

1-May-15

31-May-15

171

12-May-15

11-May-15

13-May-15

14-May-15

19-Jun-15

All

1-May-15

31-May-15

172

13-May-15

8-May-15

14-May-15

15-May-15

19-Jun-15

All

1-May-15

31-May-15

173

13-May-15

9-May-15

14-May-15

15-May-15

19-Jun-15

All

1-May-15

31-May-15

174

13-May-15

10-May-15

14-May-15

15-May-15

19-Jun-15

All

1-May-15

31-May-15

175

14-May-15

12-May-15

15-May-15

18-May-15

19-Jun-15

All

1-May-15

31-May-15

Schedule G-5

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

Schedule G

Row Number

Payment Generation Date

Flow Date

Invoice Date

Payment Date

TrueUp Date

Product Group

Payment Factor

TrueUp Factor

Cumulative Factor

Asphalt Pricing Month

ZeroPen Pricing Month

Inv Month Start Date

Inv Month End Date

176

15-May-15

13-May-15

18-May-15

19-May-15

19-Jun-15

All

1-May-15

31-May-15

177

18-May-15

14-May-15

19-May-15

20-May-15

19-Jun-15

All

1-May-15

31-May-15

178

19-May-15

18-May-15

20-May-15

21-May-15

19-Jun-15

All

1-May-15

31-May-15

179

20-May-15

15-May-15

21-May-15

22-May-15

19-Jun-15

All

1.33

1-May-15

31-May-15

180

20-May-15

16-May-15

21-May-15

22-May-15

19-Jun-15

All

1.33

1-May-15

31-May-15

181

20-May-15

17-May-15

21-May-15

22-May-15

19-Jun-15

All

1.33

1-May-15

31-May-15

182

21-May-15

19-May-15

22-May-15

26-May-15

19-Jun-15

All

1-May-15

31-May-15

183

22-May-15

20-May-15

26-May-15

27-May-15

19-Jun-15

All

1-May-15

31-May-15

184

26-May-15

25-May-15

27-May-15

28-May-15

19-Jun-15

All

1-May-15

31-May-15

185

27-May-15

21-May-15

28-May-15

29-May-15

19-Jun-15

All

0.75

1-May-15

31-May-15

186

27-May-15

22-May-15

28-May-15

29-May-15

19-Jun-15

All

0.75

1-May-15

31-May-15

187

27-May-15

23-May-15

28-May-15

29-May-15

19-Jun-15

All

0.75

1-May-15

31-May-15

188

27-May-15

24-May-15

28-May-15

29-May-15

19-Jun-15

All

0.75

1-May-15

31-May-15

189

28-May-15

26-May-15

29-May-15

1-Jun-15

20-Jul-15

All

1-Jun-15

30-Jun-15

190

29-May-15

27-May-15

1-Jun-15

2-Jun-15

20-Jul-15

All

1-Jun-15

30-Jun-15

191

1-Jun-15

28-May-15

2-Jun-15

3-Jun-15

20-Jul-15

All

1-Jun-15

30-Jun-15

192

2-Jun-15

1-Jun-15

3-Jun-15

4-Jun-15

20-Jul-15

All

1-Jun-15

30-Jun-15

193

3-Jun-15

29-May-15

4-Jun-15

5-Jun-15

20-Jul-15

All

1-Jun-15

30-Jun-15

194

3-Jun-15

30-May-15

4-Jun-15

5-Jun-15

20-Jul-15

All

1-Jun-15

30-Jun-15

195

3-Jun-15

31-May-15

4-Jun-15

5-Jun-15

20-Jul-15

All

1-Jun-15

30-Jun-15

196

4-Jun-15

2-Jun-15

5-Jun-15

8-Jun-15

20-Jul-15

All

1-Jun-15

30-Jun-15

197

5-Jun-15

3-Jun-15

8-Jun-15

9-Jun-15

20-Jul-15

All

1-Jun-15

30-Jun-15

198

8-Jun-15

4-Jun-15

9-Jun-15

10-Jun-15

20-Jul-15

All

1-Jun-15

30-Jun-15

199

9-Jun-15

8-Jun-15

10-Jun-15

11-Jun-15

20-Jul-15

All

1-Jun-15

30-Jun-15

200

10-Jun-15

5-Jun-15

11-Jun-15

12-Jun-15

20-Jul-15

All

1-Jun-15

30-Jun-15

201

10-Jun-15

6-Jun-15

11-Jun-15

12-Jun-15

20-Jul-15

All

1-Jun-15

30-Jun-15

202

10-Jun-15

7-Jun-15

11-Jun-15

12-Jun-15

20-Jul-15

All

1-Jun-15

30-Jun-15

203

11-Jun-15

9-Jun-15

12-Jun-15

15-Jun-15

20-Jul-15

All

1-Jun-15

30-Jun-15

204

12-Jun-15

10-Jun-15

15-Jun-15

16-Jun-15

20-Jul-15

All

1-Jun-15

30-Jun-15

205

15-Jun-15

11-Jun-15

16-Jun-15

17-Jun-15

20-Jul-15

All

1-Jun-15

30-Jun-15

206

16-Jun-15

15-Jun-15

17-Jun-15

18-Jun-15

20-Jul-15

All

1-Jun-15

30-Jun-15

207

17-Jun-15

12-Jun-15

18-Jun-15

19-Jun-15

20-Jul-15

All

1-Jun-15

30-Jun-15

208

17-Jun-15

13-Jun-15

18-Jun-15

19-Jun-15

20-Jul-15

All

1-Jun-15

30-Jun-15

209

17-Jun-15

14-Jun-15

18-Jun-15

19-Jun-15

20-Jul-15

All

1-Jun-15

30-Jun-15

210

18-Jun-15

16-Jun-15

19-Jun-15

22-Jun-15

20-Jul-15

All

1-Jun-15

30-Jun-15

Schedule G-6

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

Schedule G

Row Number

Payment Generation Date

Flow Date

Invoice Date

Payment Date

TrueUp Date

Product Group

Payment Factor

TrueUp Factor

Cumulative Factor

Asphalt Pricing Month

ZeroPen Pricing Month

Inv Month Start Date

Inv Month End Date

211

19-Jun-15

17-Jun-15

22-Jun-15

23-Jun-15

20-Jul-15

All

1-Jun-15

30-Jun-15

212

22-Jun-15

18-Jun-15

23-Jun-15

24-Jun-15

20-Jul-15

All

1-Jun-15

30-Jun-15

213

23-Jun-15

22-Jun-15

24-Jun-15

25-Jun-15

20-Jul-15

All

1-Jun-15

30-Jun-15

214

24-Jun-15

19-Jun-15

25-Jun-15

26-Jun-15

20-Jul-15

All

1-Jun-15

30-Jun-15

215

24-Jun-15

20-Jun-15

25-Jun-15

26-Jun-15

20-Jul-15

All

1-Jun-15

30-Jun-15

216

24-Jun-15

21-Jun-15

25-Jun-15

26-Jun-15

20-Jul-15

All

1-Jun-15

30-Jun-15

217

25-Jun-15

23-Jun-15

26-Jun-15

29-Jun-15

20-Jul-15

All

1-Jun-15

30-Jun-15

218

26-Jun-15

24-Jun-15

29-Jun-15

30-Jun-15

20-Jul-15

All

1-Jun-15

30-Jun-15

219

29-Jun-15

25-Jun-15

30-Jun-15

1-Jul-15

20-Aug-15

All

1-Jul-15

31-Jul-15

220

30-Jun-15

26-Jun-15

1-Jul-15

2-Jul-15

20-Aug-15

All

1.33

1-Jul-15

31-Jul-15

221

30-Jun-15

27-Jun-15

1-Jul-15

2-Jul-15

20-Aug-15

All

1.33

1-Jul-15

31-Jul-15

222

30-Jun-15

28-Jun-15

1-Jul-15

2-Jul-15

20-Aug-15

All

1.33

1-Jul-15

31-Jul-15

223

1-Jul-15

29-Jun-15

2-Jul-15

6-Jul-15

20-Aug-15

All

1-Jul-15

31-Jul-15

224

2-Jul-15

30-Jun-15

6-Jul-15

7-Jul-15

20-Aug-15

All

1-Jul-15

31-Jul-15

225

6-Jul-15

1-Jul-15

7-Jul-15

8-Jul-15

20-Aug-15

All

1-Jul-15

31-Jul-15

226

7-Jul-15

6-Jul-15

8-Jul-15

9-Jul-15

20-Aug-15

All

1-Jul-15

31-Jul-15

227

8-Jul-15

2-Jul-15

9-Jul-15

10-Jul-15

20-Aug-15

All

0.75

1-Jul-15

31-Jul-15

228

8-Jul-15

3-Jul-15

9-Jul-15

10-Jul-15

20-Aug-15

All

0.75

1-Jul-15

31-Jul-15

229

8-Jul-15

4-Jul-15

9-Jul-15

10-Jul-15

20-Aug-15

All

0.75

1-Jul-15

31-Jul-15

230

8-Jul-15

5-Jul-15

9-Jul-15

10-Jul-15

20-Aug-15

All

0.75

1-Jul-15

31-Jul-15

231

9-Jul-15

7-Jul-15

10-Jul-15

13-Jul-15

20-Aug-15

All

1-Jul-15

31-Jul-15

232

10-Jul-15

8-Jul-15

13-Jul-15

14-Jul-15

20-Aug-15

All

1-Jul-15

31-Jul-15

233

13-Jul-15

9-Jul-15

14-Jul-15

15-Jul-15

20-Aug-15

All

1-Jul-15

31-Jul-15

234

14-Jul-15

13-Jul-15

15-Jul-15

16-Jul-15

20-Aug-15

All

1-Jul-15

31-Jul-15

235

15-Jul-15

10-Jul-15

16-Jul-15

17-Jul-15

20-Aug-15

All

1-Jul-15

31-Jul-15

236

15-Jul-15

11-Jul-15

16-Jul-15

17-Jul-15

20-Aug-15

All

1-Jul-15

31-Jul-15

237

15-Jul-15

12-Jul-15

16-Jul-15

17-Jul-15

20-Aug-15

All

1-Jul-15

31-Jul-15

238

16-Jul-15

14-Jul-15

17-Jul-15

20-Jul-15

20-Aug-15

All

1-Jul-15

31-Jul-15

239

17-Jul-15

15-Jul-15

20-Jul-15

21-Jul-15

20-Aug-15

All

1-Jul-15

31-Jul-15

240

20-Jul-15

16-Jul-15

21-Jul-15

22-Jul-15

20-Aug-15

All

1-Jul-15

31-Jul-15

241

21-Jul-15

20-Jul-15

22-Jul-15

23-Jul-15

20-Aug-15

All

1-Jul-15

31-Jul-15

242

22-Jul-15

17-Jul-15

23-Jul-15

24-Jul-15

20-Aug-15

All

1-Jul-15

31-Jul-15

243

22-Jul-15

18-Jul-15

23-Jul-15

24-Jul-15

20-Aug-15

All

1-Jul-15

31-Jul-15

244

22-Jul-15

19-Jul-15

23-Jul-15

24-Jul-15

20-Aug-15

All

1-Jul-15

31-Jul-15

245

23-Jul-15

21-Jul-15

24-Jul-15

27-Jul-15

20-Aug-15

All

1-Jul-15

31-Jul-15

Schedule G-7

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

Schedule G

Row Number

Payment Generation Date

Flow Date

Invoice Date

Payment Date

TrueUp Date

Product Group

Payment Factor

TrueUp Factor

Cumulative Factor

Asphalt Pricing Month

ZeroPen Pricing Month

Inv Month Start Date

Inv Month End Date

246

24-Jul-15

22-Jul-15

27-Jul-15

28-Jul-15

20-Aug-15

All

1-Jul-15

31-Jul-15

247

27-Jul-15

23-Jul-15

28-Jul-15

29-Jul-15

20-Aug-15

All

1-Jul-15

31-Jul-15

248

28-Jul-15

27-Jul-15

29-Jul-15

30-Jul-15

20-Aug-15

All

1-Jul-15

31-Jul-15

249

29-Jul-15

24-Jul-15

30-Jul-15

31-Jul-15

20-Aug-15

All

0.33

1-Jul-15

31-Jul-15

250

29-Jul-15

25-Jul-15

30-Jul-15

31-Jul-15

20-Aug-15

All

0.33

1-Jul-15

31-Jul-15

251

29-Jul-15

26-Jul-15

30-Jul-15

31-Jul-15

20-Aug-15

All

0.33

1-Jul-15

31-Jul-15

252

29-Jul-15

24-Jul-15

30-Jul-15

31-Jul-15

21-Sep-15

All

0.67

1-Aug-15

31-Aug-15

253

29-Jul-15

25-Jul-15

30-Jul-15

31-Jul-15

21-Sep-15

All

0.67

1-Aug-15

31-Aug-15

254

29-Jul-15

26-Jul-15

30-Jul-15

31-Jul-15

21-Sep-15

All

0.67

1-Aug-15

31-Aug-15

255

30-Jul-15

28-Jul-15

31-Jul-15

3-Aug-15

21-Sep-15

All

1-Aug-15

31-Aug-15

256

31-Jul-15

29-Jul-15

3-Aug-15

4-Aug-15

21-Sep-15

All

1-Aug-15

31-Aug-15

257

3-Aug-15

30-Jul-15

4-Aug-15

5-Aug-15

21-Sep-15

All

1-Aug-15

31-Aug-15

258

4-Aug-15

3-Aug-15

5-Aug-15

6-Aug-15

21-Sep-15

All

1-Aug-15

31-Aug-15

259

5-Aug-15

31-Jul-15

6-Aug-15

7-Aug-15

21-Sep-15

All

1-Aug-15

31-Aug-15

260

5-Aug-15

1-Aug-15

6-Aug-15

7-Aug-15

21-Sep-15

All

1-Aug-15

31-Aug-15

261

5-Aug-15

2-Aug-15

6-Aug-15

7-Aug-15

21-Sep-15

All

1-Aug-15

31-Aug-15

262

6-Aug-15

4-Aug-15

7-Aug-15

10-Aug-15

21-Sep-15

All

1-Aug-15

31-Aug-15

263

7-Aug-15

5-Aug-15

10-Aug-15

11-Aug-15

21-Sep-15

All

1-Aug-15

31-Aug-15

264

10-Aug-15

6-Aug-15

11-Aug-15

12-Aug-15

21-Sep-15

All

1-Aug-15

31-Aug-15

265

11-Aug-15

10-Aug-15

12-Aug-15

13-Aug-15

21-Sep-15

All

1-Aug-15

31-Aug-15

266

12-Aug-15

7-Aug-15

13-Aug-15

14-Aug-15

21-Sep-15

All

1-Aug-15

31-Aug-15

267

12-Aug-15

8-Aug-15

13-Aug-15

14-Aug-15

21-Sep-15

All

1-Aug-15

31-Aug-15

268

12-Aug-15

9-Aug-15

13-Aug-15

14-Aug-15

21-Sep-15

All

1-Aug-15

31-Aug-15

269

13-Aug-15

11-Aug-15

14-Aug-15

17-Aug-15

21-Sep-15

All

1-Aug-15

31-Aug-15

270

14-Aug-15

12-Aug-15

17-Aug-15

18-Aug-15

21-Sep-15

All

1-Aug-15

31-Aug-15

271

17-Aug-15

13-Aug-15

18-Aug-15

19-Aug-15

21-Sep-15

All

1-Aug-15

31-Aug-15

272

18-Aug-15

17-Aug-15

19-Aug-15

20-Aug-15

21-Sep-15

All

1-Aug-15

31-Aug-15

273

19-Aug-15

14-Aug-15

20-Aug-15

21-Aug-15

21-Sep-15

All

1-Aug-15

31-Aug-15

274

19-Aug-15

15-Aug-15

20-Aug-15

21-Aug-15

21-Sep-15

All

1-Aug-15

31-Aug-15

275

19-Aug-15

16-Aug-15

20-Aug-15

21-Aug-15

21-Sep-15

All

1-Aug-15

31-Aug-15

276

20-Aug-15

18-Aug-15

21-Aug-15

24-Aug-15

21-Sep-15

All

1-Aug-15

31-Aug-15

277

21-Aug-15

19-Aug-15

24-Aug-15

25-Aug-15

21-Sep-15

All

1-Aug-15

31-Aug-15

278

24-Aug-15

20-Aug-15

25-Aug-15

26-Aug-15

21-Sep-15

All

1-Aug-15

31-Aug-15

279

25-Aug-15

24-Aug-15

26-Aug-15

27-Aug-15

21-Sep-15

All

1-Aug-15

31-Aug-15

280

26-Aug-15

21-Aug-15

27-Aug-15

28-Aug-15

21-Sep-15

All

1-Aug-15

31-Aug-15

Schedule G-8

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

Schedule G

Row Number

Payment Generation Date

Flow Date

Invoice Date

Payment Date

TrueUp Date

Product Group

Payment Factor

TrueUp Factor

Cumulative Factor

Asphalt Pricing Month

ZeroPen Pricing Month

Inv Month Start Date

Inv Month End Date

281

26-Aug-15

22-Aug-15

27-Aug-15

28-Aug-15

21-Sep-15

All

1-Aug-15

31-Aug-15

282

26-Aug-15

23-Aug-15

27-Aug-15

28-Aug-15

21-Sep-15

All

1-Aug-15

31-Aug-15

283

27-Aug-15

25-Aug-15

28-Aug-15

31-Aug-15

21-Sep-15

All

1-Aug-15

31-Aug-15

284

28-Aug-15

26-Aug-15

31-Aug-15

1-Sep-15

20-Oct-15

All

1-Sep-15

30-Sep-15

285

31-Aug-15

27-Aug-15

1-Sep-15

2-Sep-15

20-Oct-15

All

1-Sep-15

30-Sep-15

286

1-Sep-15

31-Aug-15

2-Sep-15

3-Sep-15

20-Oct-15

All

1-Sep-15

30-Sep-15

287

2-Sep-15

28-Aug-15

3-Sep-15

4-Sep-15

20-Oct-15

All

1.33

1-Sep-15

30-Sep-15

288

2-Sep-15

29-Aug-15

3-Sep-15

4-Sep-15

20-Oct-15

All

1.33

1-Sep-15

30-Sep-15

289

2-Sep-15

30-Aug-15

3-Sep-15

4-Sep-15

20-Oct-15

All

1.33

1-Sep-15

30-Sep-15

290

3-Sep-15

1-Sep-15

4-Sep-15

8-Sep-15

20-Oct-15

All

1-Sep-15

30-Sep-15

291

4-Sep-15

2-Sep-15

8-Sep-15

9-Sep-15

20-Oct-15

All

1-Sep-15

30-Sep-15

292

8-Sep-15

3-Sep-15

9-Sep-15

10-Sep-15

20-Oct-15

All

1-Sep-15

30-Sep-15

293

9-Sep-15

4-Sep-15

10-Sep-15

11-Sep-15

20-Oct-15

All

0.75

1-Sep-15

30-Sep-15

294

9-Sep-15

5-Sep-15

10-Sep-15

11-Sep-15

20-Oct-15

All

0.75

1-Sep-15

30-Sep-15

295

9-Sep-15

6-Sep-15

10-Sep-15

11-Sep-15

20-Oct-15

All

0.75

1-Sep-15

30-Sep-15

296

9-Sep-15

7-Sep-15

10-Sep-15

11-Sep-15

20-Oct-15

All

0.75

1-Sep-15

30-Sep-15

297

10-Sep-15

8-Sep-15

11-Sep-15

14-Sep-15

20-Oct-15

All

1-Sep-15

30-Sep-15

298

11-Sep-15

9-Sep-15

14-Sep-15

15-Sep-15

20-Oct-15

All

1-Sep-15

30-Sep-15

299

14-Sep-15

10-Sep-15

15-Sep-15

16-Sep-15

20-Oct-15

All

1-Sep-15

30-Sep-15

300

15-Sep-15

14-Sep-15

16-Sep-15

17-Sep-15

20-Oct-15

All

1-Sep-15

30-Sep-15

301

16-Sep-15

11-Sep-15

17-Sep-15

18-Sep-15

20-Oct-15

All

1-Sep-15

30-Sep-15

302

16-Sep-15

12-Sep-15

17-Sep-15

18-Sep-15

20-Oct-15

All

1-Sep-15

30-Sep-15

303

16-Sep-15

13-Sep-15

17-Sep-15

18-Sep-15

20-Oct-15

All

1-Sep-15

30-Sep-15

304

17-Sep-15

15-Sep-15

18-Sep-15

21-Sep-15

20-Oct-15

All

1-Sep-15

30-Sep-15

305

18-Sep-15

16-Sep-15

21-Sep-15

22-Sep-15

20-Oct-15

All

1-Sep-15

30-Sep-15

306

21-Sep-15

17-Sep-15

22-Sep-15

23-Sep-15

20-Oct-15

All

1-Sep-15

30-Sep-15

307

22-Sep-15

21-Sep-15

23-Sep-15

24-Sep-15

20-Oct-15

All

1-Sep-15

30-Sep-15

308

23-Sep-15

18-Sep-15

24-Sep-15

25-Sep-15

20-Oct-15

All

1-Sep-15

30-Sep-15

309

23-Sep-15

19-Sep-15

24-Sep-15

25-Sep-15

20-Oct-15

All

1-Sep-15

30-Sep-15

310

23-Sep-15

20-Sep-15

24-Sep-15

25-Sep-15

20-Oct-15

All

1-Sep-15

30-Sep-15

311

24-Sep-15

22-Sep-15

25-Sep-15

28-Sep-15

20-Oct-15

All

1-Sep-15

30-Sep-15

312

25-Sep-15

23-Sep-15

28-Sep-15

29-Sep-15

20-Oct-15

All

1-Sep-15

30-Sep-15

313

28-Sep-15

24-Sep-15

29-Sep-15

30-Sep-15

20-Oct-15

All

1-Sep-15

30-Sep-15

314

29-Sep-15

28-Sep-15

30-Sep-15

1-Oct-15

20-Nov-15

All

1-Oct-15

31-Oct-15

315

30-Sep-15

25-Sep-15

1-Oct-15

2-Oct-15

20-Nov-15

All

1-Oct-15

31-Oct-15

Schedule G-9

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

Schedule G

Row Number

Payment Generation Date

Flow Date

Invoice Date

Payment Date

TrueUp Date

Product Group

Payment Factor

TrueUp Factor

Cumulative Factor

Asphalt Pricing Month

ZeroPen Pricing Month

Inv Month Start Date

Inv Month End Date

316

30-Sep-15

26-Sep-15

1-Oct-15

2-Oct-15

20-Nov-15

All

1-Oct-15

31-Oct-15

317

30-Sep-15

27-Sep-15

1-Oct-15

2-Oct-15

20-Nov-15

All

1-Oct-15

31-Oct-15

318

1-Oct-15

29-Sep-15

2-Oct-15

5-Oct-15

20-Nov-15

All

1-Oct-15

31-Oct-15

319

2-Oct-15

30-Sep-15

5-Oct-15

6-Oct-15

20-Nov-15

All

1-Oct-15

31-Oct-15

320

5-Oct-15

1-Oct-15

6-Oct-15

7-Oct-15

20-Nov-15

All

1-Oct-15

31-Oct-15

321

6-Oct-15

5-Oct-15

7-Oct-15

8-Oct-15

20-Nov-15

All

1-Oct-15

31-Oct-15

322

7-Oct-15

2-Oct-15

8-Oct-15

9-Oct-15

20-Nov-15

All

1.33

1-Oct-15

31-Oct-15

323

7-Oct-15

3-Oct-15

8-Oct-15

9-Oct-15

20-Nov-15

All

1.33

1-Oct-15

31-Oct-15

324

7-Oct-15

4-Oct-15

8-Oct-15

9-Oct-15

20-Nov-15

All

1.33

1-Oct-15

31-Oct-15

325

8-Oct-15

6-Oct-15

9-Oct-15

13-Oct-15

20-Nov-15

All

1-Oct-15

31-Oct-15

326

9-Oct-15

7-Oct-15

13-Oct-15

14-Oct-15

20-Nov-15

All

1-Oct-15

31-Oct-15

327

13-Oct-15

8-Oct-15

14-Oct-15

15-Oct-15

20-Nov-15

All

1-Oct-15

31-Oct-15

328

14-Oct-15

9-Oct-15

15-Oct-15

16-Oct-15

20-Nov-15

All

0.75

1-Oct-15

31-Oct-15

329

14-Oct-15

10-Oct-15

15-Oct-15

16-Oct-15

20-Nov-15

All

0.75

1-Oct-15

31-Oct-15

330

14-Oct-15

11-Oct-15

15-Oct-15

16-Oct-15

20-Nov-15

All

0.75

1-Oct-15

31-Oct-15

331

14-Oct-15

12-Oct-15

15-Oct-15

16-Oct-15

20-Nov-15

All

0.75

1-Oct-15

31-Oct-15

332

15-Oct-15

13-Oct-15

16-Oct-15

19-Oct-15

20-Nov-15

All

1-Oct-15

31-Oct-15

333

16-Oct-15

14-Oct-15

19-Oct-15

20-Oct-15

20-Nov-15

All

1-Oct-15

31-Oct-15

334

19-Oct-15

15-Oct-15

20-Oct-15

21-Oct-15

20-Nov-15

All

1-Oct-15

31-Oct-15

335

20-Oct-15

19-Oct-15

21-Oct-15

22-Oct-15

20-Nov-15

All

1-Oct-15

31-Oct-15

336

21-Oct-15

16-Oct-15

22-Oct-15

23-Oct-15

20-Nov-15

All

1-Oct-15

31-Oct-15

337

21-Oct-15

17-Oct-15

22-Oct-15

23-Oct-15

20-Nov-15

All

1-Oct-15

31-Oct-15

338

21-Oct-15

18-Oct-15

22-Oct-15

23-Oct-15

20-Nov-15

Document Metadata

Table of Contents

AMENDED AND RESTATED SUPPLY AND OFFTAKE AGREEMENT dated as of February 1, 2015 between J. ARON & COMPANY and ALON SUPPLY, INC.

Document Metadata