Common use of Quantities and Nominations Clause in Contracts

Quantities and Nominations. (a) The specific quantity of Products to be sold and delivered each month shall be determined as follows: (i) By the 10th day of each calendar month, DOP, by written notice to Calumet, shall: (a) nominate the specific volume (the “Nominated Volume”) of each Product that it in good faith expects to produce and have available to deliver to Calumet in the next calendar month and (b) provide DOP’s good faith forecast of the expected volume and grades (the “Forecasted Volume”) of each Product to be produced by DOP and delivered to Calumet for the two months immediately after the next calendar month. If DOP does not nominate a Nominated Volume by the tenth day of a month, then the Nominated Volume shall be deemed to be the Nominated Volume for the current calendar month. PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. (ii) By the 15th day of each calendar month, Calumet shall propose for DOP’s consideration, in DOP’s discretion, any revisions to the Forecasted Volume provided by DOP for the two months immediately after the next calendar month. DOP shall respond to Calumet’s proposals by the 20th day of each calendar month. (iii) Except as set forth in Article VII or unless otherwise agreed in writing by the Parties, DOP shall sell and deliver, and Calumet shall purchase and receive, the Nominated Volume of each Product on a monthly basis. Volumes of the Products shall be delivered ratably during each month. At least five days prior to the beginning of each month, Calumet and DOP shall mutually agree upon the average daily pull from the Storage Tanks with respect to the Nominated Volume to be met to keep the Trenton Refinery operational. (iv) The schedulers for each of DOP and Calumet shall serve as the primary point of contact for communications between the Parties relating to the day-to-day performance of the Parties under this Section 2.4(a). (b) In the event that Calumet fails to take the Nominated Volume of any Product in a particular month, and provided that (i) such Nominated Volume has been produced and is available for taking by Calumet and (ii) Calumet is not prevented from taking such Nominated Volume due to a Force Majeure Event or a Turnaround Event, or any act or omission of DOP, DOP shall have the right to sell such Product using commercially reasonable efforts and Calumet agrees to make DOP whole for any deficiency in price which DOP receives in the sale of such Product below the Product Price, plus reasonable added out-of-pocket transportation costs which DOP may incur in selling such Products. Calumet shall pay any such deficiency not later than 30 days after receipt of DOP’s invoice for such amount. (c) In the event that (i) DOP fails to deliver the Nominated Volume of any Product in a particular month, and provided that DOP is not prevented from delivering such Nominated Volume due to a Force Majeure Event or a Turnaround Event, or any act or omission of Calumet and (ii) the terms of Calumet’s arrangements with third party purchasers of such Nominated Volume require the payment of damages by Calumet for failure to deliver, then Calumet shall have the right to purchase products using commercially reasonable efforts (including Calumet’s efforts to obtain favorable pricing and other terms) in lieu of such Product from a third party and DOP agrees to make Calumet whole for any deficiency in price which Calumet is required to pay in the purchase of such products above the Product Price, plus reasonable added out-of-pocket transportation costs which Calumet may incur in purchasing such Products. DOP shall pay any such deficiency not later than 30 days after receipt of Calumet’s invoice for such amount. Upon the reasonable request of a Party, the other Party shall provide verification to the requesting Party of the price at which Product was resold or purchased pursuant to this Section 2.4(c). PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. (d) Except as set forth in this Section 2.4, DOP shall have no obligation to produce a specified amount of Products and shall incur no liability by reason of its failure to produce and deliver a specified amount of Products. (e) If Calumet discovers, prior to delivery, that any Product tendered for delivery fails to comply with the Specifications (“Off-Spec Product”), Calumet may reject such Off-Spec Product or, at its option and upon notice to DOP, may accept such Off-Spec Product, in which case Calumet will determine in its reasonable discretion the quality differential of the Off-Spec Product and the price impact of such quality differential, and DOP shall make Calumet whole for the price impact relating to such quality differential, plus reasonable added out-of-pocket transportation costs which Calumet may incur in marketing and selling such Off-Spec Product.

Quantities and Nominations. (a) Exhibit C sets forth the Acceptable Product Range for each Product that may be nominated to be sold and delivered by ▇▇▇▇▇ to ▇▇▇▇▇▇▇▇ on a monthly basis pursuant to the terms of this Section 2.4. Notwithstanding the immediately preceding sentence, the Parties may mutually agree in writing, each in their sole discretion, to the sale of a different quantity of Products in a particular month or to amend Exhibit C from time to time. (b) The specific quantity of Products to be sold and delivered each month shall be determined as follows: (i) By the 10th twelfth day of each calendar month, DOP, ▇▇▇▇▇ by written notice to Calumet, ▇▇▇▇▇▇▇▇ shall: (a) nominate the specific volume (the “Nominated Volume”) of each Product that it in good faith expects to produce and have available to deliver to Calumet ▇▇▇▇▇▇▇▇ in the next calendar month month; provided, the Nominated Volume must be within the Acceptable Product Range for each Product set forth in Exhibit C unless otherwise agreed in writing by the Parties, and (b) provide DOPHolly’s good faith forecast of the expected volume and grades (the “Forecasted Volume”) of each Product to be produced by DOP ▇▇▇▇▇ and delivered to Calumet ▇▇▇▇▇▇▇▇ for the two months immediately after the next calendar month. If DOP ▇▇▇▇▇ does not nominate a Nominated Volume by the tenth twelfth day of a month, then the Nominated Volume shall be deemed to be the Nominated Volume Maximum Amount for each Product in the current next calendar month. PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. (ii) By the 15th day of each calendar month, Calumet ▇▇▇▇▇▇▇▇ shall propose for DOPHolly’s consideration, in DOPHolly’s discretion, any revisions to the Forecasted Volume provided by DOP ▇▇▇▇▇ for the two months immediately after the next calendar month. DOP ▇▇▇▇▇ shall respond to Calumet’s ▇▇▇▇▇▇▇▇’▇ proposals by the 20th day of each calendar month. (iii) Except as set forth in Article VII or unless otherwise agreed in writing by the Parties, DOP ▇▇▇▇▇ shall sell and deliver, and Calumet ▇▇▇▇▇▇▇▇ shall purchase and receive, the Nominated Volume of each Product on a monthly basis. Volumes of the Products shall be delivered ratably during each month. At least five days prior to the beginning of each month, Calumet and DOP shall mutually agree upon the average daily pull from the Storage Tanks with respect to the Nominated Volume to be met to keep the Trenton Refinery operational. (iv) The schedulers for each of DOP ▇▇▇▇▇ and Calumet ▇▇▇▇▇▇▇▇ shall serve as the primary point of contact for communications between the Parties relating to the day-to-day performance of the Parties under this Section 2.4(a2.4(b). (bc) In the event that Calumet ▇▇▇▇▇▇▇▇ fails to take the Nominated Volume of any Product in a particular month, and provided that (i) such Nominated Volume has been produced and is available for taking by Calumet ▇▇▇▇▇▇▇▇ and (ii) Calumet ▇▇▇▇▇▇▇▇ is not prevented from taking such Nominated Volume due to a Force Majeure Event or a Turnaround Event, or any act or omission of DOP▇▇▇▇▇, DOP ▇▇▇▇▇ shall have the right to sell resell such Product using commercially reasonable efforts and Calumet ▇▇▇▇▇▇▇▇ agrees to make DOP ▇▇▇▇▇ whole for any deficiency in price which DOP ▇▇▇▇▇ receives in the sale of such Product below the Product Price, plus reasonable added out-of-pocket transportation costs which DOP ▇▇▇▇▇ may incur in selling such Products. Calumet ▇▇▇▇▇▇▇▇ shall pay any such deficiency not later than 30 days after receipt of DOPHolly’s invoice for such amount. (c) . In the event that (i) DOP ▇▇▇▇▇ fails to deliver the Nominated Volume of any Product in a particular month, and provided that DOP (i) such Nominated Volume is available for taking by ▇▇▇▇▇▇▇▇ and (ii) ▇▇▇▇▇ is not prevented from delivering such Nominated Volume due to a Force Majeure Event or a Turnaround Event, or any act or omission of Calumet and (ii) the terms of Calumet’s arrangements with third party purchasers of such Nominated Volume require the payment of damages by Calumet for failure to deliver▇▇▇▇▇▇▇▇, then Calumet ▇▇▇▇▇▇▇▇ shall have the right to purchase products using commercially reasonable efforts (including Calumet’s efforts to obtain favorable pricing and other terms) in lieu of such Product from a third party and DOP ▇▇▇▇▇ agrees to make Calumet ▇▇▇▇▇▇▇▇ whole for any deficiency in price which Calumet ▇▇▇▇▇▇▇▇ is required to pay in the purchase of such products above the Product Price, plus reasonable added out-of-pocket transportation costs which Calumet ▇▇▇▇▇▇▇▇ may incur in purchasing such Products. DOP ▇▇▇▇▇ shall pay any such deficiency not later than 30 days after receipt of Calumet’s ▇▇▇▇▇▇▇▇’▇ invoice for such amount. Upon the reasonable request of a Party, the other Party shall provide verification to the requesting Party of the price at which Product was resold or purchased pursuant to this Section 2.4(c). PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. (d) Except as set forth in Notwithstanding the foregoing provisions of this Section 2.42.4 but subject to Article VII, DOP ▇▇▇▇▇ shall have no obligation to produce a specified amount of Products and shall incur no liability by reason of its failure use good faith efforts to produce and deliver a specified amount make available to ▇▇▇▇▇▇▇▇ amounts of Productseach Product up to the Maximum Amount for such Product. (e) Notwithstanding anything herein to the contrary, the volume of Products to be sold and delivered for the calendar months [ ] and [ ] are set forth in Exhibit C. [Note: To be completed prior to the Closing date.] (f) Notwithstanding anything herein to the contrary, ▇▇▇▇▇ may provide purchased product that meets the Specifications in lieu of production of the Products at the Tulsa Refinery; provided, such purchased product is delivered to ▇▇▇▇▇▇▇▇ at the Magellan Pipeline Central Oklahoma origins, or such other locations acceptable to ▇▇▇▇▇▇▇▇ on the Magellan Pipeline. (g) If Calumet ▇▇▇▇▇▇▇▇ discovers, prior to delivery, that any Product tendered for delivery fails to comply with the Specifications (“Off-Spec Product”), Calumet ▇▇▇▇▇▇▇▇ may reject such Off-Spec Product or, at its option and upon notice to DOP▇▇▇▇▇, may accept such Off-Spec Product, in which case Calumet will determine in its reasonable discretion the quality differential of the Off-Spec Product and the price impact of such quality differential, and DOP adjustments shall make Calumet whole for the price impact relating to such quality differential, plus reasonable added out-of-pocket transportation costs which Calumet may incur in marketing and selling such Off-Spec Productbe made by mutual agreement.

Quantities and Nominations. (a) Exhibit C sets forth the Acceptable Product Range for each Product that may be nominated to be sold and delivered by ▇▇▇▇▇ to Sinclair on a monthly basis pursuant to the terms of this Section 2.4. Notwithstanding the immediately preceding sentence, the Parties may mutually agree in writing, each in their sole discretion, to the sale of a different quantity of Products in a particular month or to amend Exhibit C from time to time. (b) The specific quantity of Products to be sold and delivered each month shall be determined as follows: (i) By the 10th twelfth day of each calendar month, DOP, ▇▇▇▇▇ by written notice to Calumet, Sinclair shall: (a) nominate the specific volume (the “Nominated Volume”) of each Product that it in good faith expects to produce and have available to deliver to Calumet Sinclair in the next calendar month month; provided, the Nominated Volume must be within the Acceptable Product Range for each Product set forth in Exhibit C unless otherwise agreed in writing by the Parties, and (b) provide DOPHolly’s good faith forecast of the expected volume and grades (the “Forecasted Volume”) of each Product to be produced by DOP ▇▇▇▇▇ and delivered to Calumet Sinclair for the two months immediately after the next calendar month. If DOP ▇▇▇▇▇ does not nominate a Nominated Volume by the tenth twelfth day of a month, then the Nominated Volume shall be deemed to be the Nominated Volume Maximum Amount for each Product in the current next calendar month. PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. (ii) By the 15th day of each calendar month, Calumet Sinclair shall propose for DOPHolly’s consideration, in DOPHolly’s discretion, any revisions to the Forecasted Volume provided by DOP ▇▇▇▇▇ for the two months immediately after the next calendar month. DOP ▇▇▇▇▇ shall respond to Calumet’s ▇▇▇▇▇▇▇▇’▇ proposals by the 20th day of each calendar month. (iii) Except as set forth in Article VII or unless otherwise agreed in writing by the Parties, DOP ▇▇▇▇▇ shall sell and deliver, and Calumet Sinclair shall purchase and receive, the Nominated Volume of each Product on a monthly basis. Volumes of the Products shall be delivered ratably during each month. At least five days prior to the beginning of each month, Calumet and DOP shall mutually agree upon the average daily pull from the Storage Tanks with respect to the Nominated Volume to be met to keep the Trenton Refinery operational. (iv) The schedulers for each of DOP ▇▇▇▇▇ and Calumet Sinclair shall serve as the primary point of contact for communications between the Parties relating to the day-to-day performance of the Parties under this Section 2.4(a2.4(b). (bc) In the event that Calumet Sinclair fails to take the Nominated Volume of any Product in a particular month, and provided that (i) such Nominated Volume has been produced and is available for taking by Calumet Sinclair and (ii) Calumet Sinclair is not prevented from taking such Nominated Volume due to a Force Majeure Event or a Turnaround Event, or any act or omission of DOP▇▇▇▇▇, DOP ▇▇▇▇▇ shall have the right to sell resell such Product using commercially reasonable efforts and Calumet Sinclair agrees to make DOP ▇▇▇▇▇ whole for any deficiency in price which DOP ▇▇▇▇▇ receives in the sale of such Product below the Product Price, plus reasonable added out-of-pocket transportation costs which DOP ▇▇▇▇▇ may incur in selling such Products. Calumet Sinclair shall pay any such deficiency not later than 30 days after receipt of DOPHolly’s invoice for such amount. (c) . In the event that (i) DOP ▇▇▇▇▇ fails to deliver the Nominated Volume of any Product in a particular month, and provided that DOP (i) such Nominated Volume is available for taking by Sinclair and (ii) ▇▇▇▇▇ is not prevented from delivering such Nominated Volume due to a Force Majeure Event or a Turnaround Event, or any act or omission of Calumet and (ii) the terms of Calumet’s arrangements with third party purchasers of such Nominated Volume require the payment of damages by Calumet for failure to deliver▇▇▇▇▇▇▇▇, then Calumet ▇▇▇▇▇▇▇▇ shall have the right to purchase products using commercially reasonable efforts (including Calumet’s efforts to obtain favorable pricing and other terms) in lieu of such Product from a third party and DOP ▇▇▇▇▇ agrees to make Calumet Sinclair whole for any deficiency in price which Calumet Sinclair is required to pay in the purchase of such products above the Product Price, plus reasonable added out-of-pocket transportation costs which Calumet ▇▇▇▇▇▇▇▇ may incur in purchasing such Products. DOP ▇▇▇▇▇ shall pay any such deficiency not later than 30 days after receipt of Calumet’s ▇▇▇▇▇▇▇▇’▇ invoice for such amount. Upon the reasonable request of a Party, the other Party shall provide verification to the requesting Party of the price at which Product was resold or purchased pursuant to this Section 2.4(c). PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. (d) Except as set forth in Notwithstanding the foregoing provisions of this Section 2.42.4 but subject to Article VII, DOP ▇▇▇▇▇ shall have no obligation to produce a specified amount of Products and shall incur no liability by reason of its failure use good faith efforts to produce and deliver a specified amount make available to Sinclair amounts of Productseach Product up to the Maximum Amount for such Product. (e) Notwithstanding anything herein to the contrary, the volume of Products to be sold and delivered for the calendar month December 2009 is set forth in Exhibit C. (f) Notwithstanding anything herein to the contrary, ▇▇▇▇▇ may provide purchased product that meets the Specifications in lieu of production of the Products at the Tulsa Refinery; provided, such purchased product is delivered to Sinclair at the Magellan Pipeline Central Oklahoma origins, or such other locations acceptable to Sinclair on the Magellan Pipeline. (g) If Calumet Sinclair discovers, prior to delivery, that any Product tendered for delivery fails to comply with the Specifications (“Off-Spec Product”), Calumet ▇▇▇▇▇▇▇▇ may reject such Off-Spec Product or, at its option and upon notice to DOP▇▇▇▇▇, may accept such Off-Spec Product, in which case Calumet will determine in its reasonable discretion the quality differential of the Off-Spec Product and the price impact of such quality differential, and DOP adjustments shall make Calumet whole for the price impact relating to such quality differential, plus reasonable added out-of-pocket transportation costs which Calumet may incur in marketing and selling such Off-Spec Productbe made by mutual agreement.