Common use of Volume Commitment Clause in Contracts

Volume Commitment. (a) TRMC guarantees that from the Commencement Date through the end of the Term, TRMC will request that TLO cause to be gathered and delivered each Month, from wellheads, fields, control tank batteries or related collection points in the Williston Basin area to any and/or all of TLO’s proprietary crude petroleum truck unloading facilities specified on Schedule I, or other third party destinations, the Minimum Volume Commitment each Month, or, in the event that TRMC fails to request that TLO do the foregoing, shall remit to TLO the Monthly Shortfall Payment referred to in Section 6(b) below. (b) TRMC may request that volumes of crude petroleum in excess of the Minimum Volume Commitment be gathered, transported and delivered by TLO (“Excess Volumes”). Any Excess Volumes so gathered and delivered by TLO shall be transported at the Trucking Rate specified in Section 5(a) below. (c) If TLO constructs or adds (by purchase or otherwise) additional truck unloading facilities adjacent to the High Plains System, then TLO shall supplement, modify or otherwise update Schedule I attached hereto, specifying such new truck unloading facility, provide an updated Schedule I to TRMC as soon as reasonably practicable, but in any event before TLO brings such truck unloading facility into operation, and any crude petroleum volumes gathered and delivered by TLO on behalf of TRMC to such truck unloading facilities shall be counted towards TRMC’s Minimum Volume Commitment. (d) If THPP or any third party constructs any new pipeline (gathering or otherwise) such that the High Plains System is expanded or extended to any production location (i.e., wellheads, fields or control tank batteries) for volumes of crude petroleum that TRMC is at that time paying TLO to gather by truck, then TRMC will be entitled to a reduction in the Minimum Volume Commitment to account for these new pipeline-gathered volumes, such reduction to be commensurate with the reduced truck gathering volumes and mutually agreed upon by the Parties. (e) At any time and from time to time, TRMC may request that TLO gather, transport and deliver volumes of crude petroleum to delivery points that are not on the High Plains System. In such an event, TRMC shall negotiate in good faith to establish an appropriate rate for delivery of such volumes to such other points of delivery, consistent with TLO’s costs of delivering such excess volumes, provided however, that such rate shall not be less than the rate specified in Section 5(a), adjusted as provided in Sections 5(c) and (d). If the Parties agree upon an appropriate rate, then TLO shall transport gather, transport and deliver such crude petroleum as requested, and such volumes shall be counted towards TRMC’s Minimum Volume Commitment.

Volume Commitment. (a) TRMC guarantees that During each Contract Year (as defined below), HARDEE’S and/or its Distributor, and CKE and/or CKE’s Distributor (as defined in CKE Agreement) will together purchase in the aggregate from the Commencement Date through Company and the end Company will sell HARDEE’S and CKE and/or their respective Distributors, *** of the Term, TRMC will request that TLO cause to be gathered annual aggregate pound usage of the Products (as defined in this Agreement and delivered each Month, from wellheads, fields, control tank batteries or related collection points in the Williston Basin area CKE Agreement) by HARDEE’S, CKE, and their respective Distributors up to any and/or all an aggregate total of TLO’s proprietary crude petroleum truck unloading facilities specified on Schedule I*** pounds of total product per Contract Year (the “Volume Requirements”). Provided, if Company acquires (by buying or other third party destinations, the Minimum Volume Commitment each Month, orbuilding) an additional plant at a location satisfactory to CKE which provides additional production capacity which is capable, in the event that TRMC fails to request that TLO do reasonable determination of HARDEE’S and CKE, of supplying all of their aggregate pound usage of the Products, then the foregoing limitation of *** pounds shall be disregarded. Notwithstanding the foregoing, however, the Volume Requirement shall remit to TLO be pro-rated for any Contract Year consisting of less than 12 months (i.e. if the Monthly Shortfall Payment referred to in Section 6(b) belowfinal Contract Year consists of 10 months then the Volume Requirement for that Contract Year shall be 10/12ths of the original Volume Requirement). It is expressly understood that non-compliance with the Volume Requirement will be deemed a material breach of this Agreement even if the Purchase Threshold is met under the Formula Development Agreement executed herewith. (b) TRMC may request that volumes of crude petroleum in excess The Volume Requirement of the Minimum Volume Commitment Products from the Company will be gatheredreasonably allocated over the 12 month period of each Contract Year, transported and delivered by TLO (“Excess Volumes”or over the actual number of calendar months in a Contract Year, if less than 12). Any Excess Volumes so gathered and delivered by TLO shall be transported at , to the Trucking Rate specified in Section 5(a) belowextent demand on HARDEE’S Product permits such allocation. (c) If TLO constructs or adds At all times during the term of this Agreement and at no additional cost to Hardee’s, the Company will maintain a safety stock volume of up to six (by purchase or otherwise6) additional truck unloading weeks of Product based on trailing six month period average for system wide availability in the Company’s Ohio storage facilities. Hardee’s reserves the right to arrange all freight carriers and to pick up Product at Company’s manufacturing facility and cold storage warehouses. Addresses for the storage facilities adjacent to the High Plains Systemare as follows: Interstate Warehouse ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, then TLO shall supplement▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ Pierre Foods, modify or otherwise update Schedule I attached heretoInc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, specifying such new truck unloading facility▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ Cincinnati Freezer ▇▇▇▇ ▇. ▇▇▇▇▇▇ Road Cincinnati, provide an updated Schedule I to TRMC as soon as reasonably practicable, but in any event before TLO brings such truck unloading facility into operation, and any crude petroleum volumes gathered and delivered by TLO on behalf of TRMC to such truck unloading facilities shall be counted towards TRMC’s Minimum Volume Commitment.Ohio 45241 Attn: ▇▇▇ ▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ (d) If THPP or any third party constructs any new pipeline (gathering or otherwise) such The Company acknowledges that the High Plains System is expanded or extended to any production location (i.e., wellheads, fields or control tank batteries) for annual anticipated purchase volumes of crude petroleum that TRMC is at that time paying TLO to gather by truck, then TRMC will be entitled to a reduction set forth in the Minimum Volume Commitment DPS are estimates only, and are subject to account for these new pipeline-gathered volumesadjustment based on actual historical data, such reduction promotional forecasts and other information furnished to be commensurate the Company from time Confidential information redacted and Omitted portions are indicated by [***]. filed separately with the reduced truck gathering volumes and mutually agreed upon by Commission. to time. HARDEE’S will provide the PartiesCompany with a quarterly forecast at least thirty (30) days prior to the start of each calendar quarter. Said forecast is an estimate only. (e) At any time In the event the Company cannot deliver the Products in the amounts and from time to time, TRMC may request that TLO gather, transport and deliver volumes of crude petroleum to delivery points that are not on the High Plains Systemdates required by HARDEE’S, HARDEE’S may obtain the Products from alternate suppliers and test alternate products. In such an event, TRMC shall negotiate in good faith Such alternative sources will count towards the Volume Requirement as if purchased from the Company. (f) The Company acknowledges and agrees that it is a non-exclusive supplier of the Products to establish an appropriate rate for delivery of such volumes to such other points of delivery, consistent with TLO’s costs of delivering such excess volumes, provided however, that such rate shall not be less than the rate specified in Section 5(a), adjusted as provided in Sections 5(c) HARDEE’S and (d). If the Parties agree upon an appropriate rate, then TLO shall transport gather, transport and deliver such crude petroleum as requested, and such volumes shall be counted towards TRMC’s Minimum Volume CommitmentDistributor.