AMENDMENT to SECOND AMENDED AND RESTATED SUPPLY AND OFFTAKE AGREEMENT

**Certain information, marked by brackets as [*CONFIDENTIAL*], has been excluded from this exhibit because it (i) is not material and (ii) would be competitively harmful if publicly disclosed.**

Exhibit 10.4
AMENDMENT to
SECOND AMENDED AND RESTATED SUPPLY AND OFFTAKE
AGREEMENT
THIS AMENDMENT to SECOND AMENDED AND RESTATED SUPPLY AND OFFTAKE AGREEMENT (this “Amendment”), dated as of September 19, 2019 is made between ▇. ▇▇▇▇ & Company LLC f/k/a ▇. ▇▇▇▇ & Company, a New York limited liability company (“▇▇▇▇”) located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, and Alon USA, LP (the “Company”), a limited partnership organized under the laws of Texas located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (each referred to individually as a “Party” or collectively as the “Parties”).
RECITALS
▇▇▇▇ and the Company are parties to the Second Amended and Restated Supply and Offtake Agreement dated as of February 1, 2015 as from time to time amended, modified, supplemented and/or restated (the “S&O Agreement”); and
▇▇▇▇ and the Company have entered into certain additional transactions under the S&O Agreement setting the Step-Out Price for certain Baseline Volumes and wish to amend certain terms and conditions of the S&O Agreement and the Fee Letter to confirm certain terms and conditions of such additional transactions and, accordingly, agree as follows:
SECTION 1.Definitions; Interpretation
Section 1.1    Defined Terms. All capitalized terms used in this Amendment (including in the Recitals hereto) and not otherwise defined herein shall have the meanings assigned to them in the S&O Agreement.
Section 1.2    Interpretation. The rules of construction set forth in Section 1.2 of the S&O Agreement shall be applicable to this Amendment and are incorporated herein by this reference.
SECTION 2.    Amendments and Agreements
Section 2.1    Amendments to S&O Agreement as of Effective Date. Upon the effectiveness of this Amendment, the S&O Agreement is amended by replacing the Schedule B attached to the S&O Agreement with the Schedule B attached hereto.
Section 2.2    Amendment to the Fee Letter. Concurrently with the effectiveness of this Amendment, the Parties are executing an amendment to the Fee Letter.
Section 2.3    Payment of September 2019 Adjustment Fee. ▇▇▇▇ agrees to pay to the Company the September 2019 Adjustment Fee (as defined in the Fee Letter) on the September 2019 Amendment Date (as defined in the Fee Letter).

1

Section 2.4    References Within S&O Agreement. Each reference in the S&O Agreement to “this Agreement” and the words “hereof,” “hereto,” “herein,” “hereunder,” or words of like import, shall mean and be a reference to the S&O Agreement as heretofore amended and as amended by this Amendment.
SECTION 3.    Representations and Warranties
To induce the other Party to enter into this Amendment, each Party hereby represents and warrants that (i) it has the corporate, governmental or other legal capacity, authority and power to execute this Amendment, to deliver this Amendment and to perform its obligations under the S&O Agreement, as amended hereby, and has taken all necessary action to authorize the foregoing; (ii) the execution, delivery and performance of this Amendment does not violate or conflict with any law applicable to it, 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 subject; (iii) all governmental and other consents required to have been obtained by it with respect to this Amendment have been obtained and are in full force and effect; (iv) its obligations under the S&O Agreement, as amended hereby, 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) and (v) no Event of Default with respect to it has occurred and is continuing.
SECTION 4.    Miscellaneous
Section 4.1    S&O Agreement Otherwise Not Affected. Except for the amendments pursuant hereto, the S&O Agreement remains unchanged. As amended pursuant hereto, the S&O Agreement remains in full force and effect and is hereby ratified and confirmed in all respects. The execution and delivery of, or acceptance of, this Amendment and any other documents and instruments in connection herewith by either Party shall not be deemed to create a course of dealing or otherwise create any express or implied duty by it to provide any other or further amendments, consents or waivers in the future.
Section 4.2    No Reliance. Each Party hereby acknowledges and confirms that it is executing this Amendment on the basis of its own investigation and for its own reasons without reliance upon any agreement, representation, understanding or communication by or on behalf of any other Person.
Section 4.3    Binding Effect. This Amendment shall be binding upon, inure to the benefit of and be enforceable by the Company, ▇▇▇▇ and their respective successors and assigns.
Section 4.4    Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED UNDER THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER STATE.

2

Section 4.5    Amendments. This Amendment may not be modified, amended or otherwise altered except by written instrument executed by the Parties’ duly authorized representatives.
Section 4.6    Effectiveness; Counterparts. This Amendment shall be effective as of the date provided for above. No Party shall be bound until each Party has executed a counterparty hereof. This Amendment may be executed in any number of counterparts and by different Parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.
Section 4.7    Interpretation. This Amendment is the result of negotiations between and have been reviewed by counsel to each of the Parties, and is the product of all Parties hereto. Accordingly, this Amendment shall not be construed against either Party merely because of such Party’s involvement in the preparation hereof.
[Remainder of Page Intentionally Left Blank]

TN WITNESS WHEREOF, the Parties hereto have duly executed this Amendment to the S&O Agreement as of the date first above written.
▇. ▇▇▇▇ & COMPANY LLC


By:     
Name:
Title:



ALON USA, LP


By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇    
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: VP


By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇    
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: VP




Schedule B
Table 1: Baseline Volume
Group
 
Step-In Price
Step-Out Price for Termination Dates other than May 31, 2020
Step-Out Price for Termination Date May 31,
2020
GASOLINE
Averaging Mechanism
Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month (May 24, 28, 29, & 30 of 2013)
Arithmetic average of the Trading Days on the relevant Applicable Step-Out Pricing Dates
N/A
 
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 $[*CONFIDENTIAL*]
The sum, expressed in USD/BBL, of:
(i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and
(ii) plus $[*CONFIDENTIAL*]
The sum, expressed in USD/BBL, of:
(i) $[*CONFIDENTIAL*] and
(ii) $[*CONFIDENTIAL*]
 
 
 
 
 
JET
Averaging Mechanism
Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month (May 24, 28, 29, & 30 of 2013)
Arithmetic average of the Trading Days on the relevant Applicable Step-Out Pricing Dates
N/A
 
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 $[*CONFIDENTIAL*]
The sum, expressed in USD/BBL, of:
(i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and
(ii) plus $[*CONFIDENTIAL*]
The sum, expressed in USD/BBL, of:
(i) $[*CONFIDENTIAL*] and
(ii) $[*CONFIDENTIAL*]
 
 
 
 
 
CATFEED
Averaging Mechanism
Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month (May 24, 28, 29, & 30 of 2013)
Arithmetic average of the Trading Days on the relevant Applicable Step-Out Pricing Dates
N/A
 
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 $[*CONFIDENTIAL*]
The sum, expressed in USD/BBL of:
(i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and
(ii) plus $[*CONFIDENTIAL*]
The sum, expressed in USD/BBL, of:
(i) $[*CONFIDENTIAL*] and
(ii) $[*CONFIDENTIAL*]
 
 
 
 
 
CRUDE
Averaging Mechanism
Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month (May 24, 28, 29, & 30 of 2013)
Arithmetic average of the Trading Days on the relevant Applicable Step-Out Pricing Dates
N/A
 
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 $[*CONFIDENTIAL*]
The sum, expressed in USD/BBL, of:
(i) the closing settlement price on
the New York Mercantile Exchange
for the first nearby Light Crude Futures contract and
(ii) plus $[*CONFIDENTIAL*]
 
The sum, expressed in USD/BBL, of:
(i) $[*CONFIDENTIAL*] and
(ii) $[*CONFIDENTIAL*]
 
SLOP / TRANSMIX
Averaging Mechanism
Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month (May 24, 28, 29, & 30 of 2013)
Arithmetic average of the Trading Days on the relevant Applicable Step-Out Pricing Dates
N/A
 
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 $[*CONFIDENTIAL*]
The sum, expressed in USD/BBL, of:
(i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and
(ii) plus $[*CONFIDENTIAL*]
The sum, expressed in USD/BBL, of:
(i) $[*CONFIDENTIAL*] and
(ii) $[*CONFIDENTIAL*]
 
 
 
 
 
DIESEL
Averaging Mechanism
Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month (May 24, 28, 29, & 30 of 2013)
Arithmetic average of the Trading Days on the relevant Applicable Step-Out Pricing Dates
N/A
 
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 $[*CONFIDENTIAL*]
The sum, expressed in USD/BBL, of:
(i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and
(ii) plus $[*CONFIDENTIAL*]
The sum, expressed in USD/BBL, of:
(i) $[*CONFIDENTIAL*] and
(ii) $[*CONFIDENTIAL*]
 
 
 
 
 
SLURRY
Averaging Mechanism
Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month (May 24, 28, 29, & 30 of 2013)
Arithmetic average of the Trading Days on the relevant Applicable Step-Out Pricing Dates
N/A
 
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 $[*CONFIDENTIAL*]
The sum, expressed in USD/BBL, of:
(i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and
(ii) plus $[*CONFIDENTIAL*]
The sum, expressed in USD/BBL, of:
(i) $[*CONFIDENTIAL*] and
(ii) $[*CONFIDENTIAL*]
 
 
 
 
 
ZERO PEN
Averaging Mechanism
Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month (May 24, 28, 29, & 30 of 2013)
Arithmetic average of the Trading Days on the relevant Applicable Step-Out Pricing Dates
N/A
 
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 $[*CONFIDENTIAL*]
The sum, expressed in USD/BBL, of:
(i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and
(ii) plus $[*CONFIDENTIAL*]
The sum, expressed in USD/BBL, of :
(i) $[*CONFIDENTIAL*] and
(ii) $[*CONFIDENTIAL*]
 
 
 
 
 
ASPHALT
Averaging Mechanism
Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month (May 24, 28, 29, & 30 of 2013)
Arithmetic average of the Trading Days on the relevant Applicable Step-Out Pricing Dates
N/A
 
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 $[*CONFIDENTIAL*]
The sum, expressed in USD/BBL, of:
(i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and
(ii) plus $[*CONFIDENTIAL*]
The sum, expressed in USD/BBL, of :
(i) $[*CONFIDENTIAL*] and
(ii) $[*CONFIDENTIAL*]
 
 
 
 
 
PROPANE
Averaging Mechanism
Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month (May 24, 28, 29, & 30 of 2013)
Arithmetic average of the Trading Days on the relevant Applicable Step-Out Pricing Dates
N/A
 
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 $[*CONFIDENTIAL*]
The sum, expressed in USD/BBL, of:
(i) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract and
(ii) plus $[*CONFIDENTIAL*]
The sum, expressed in USD/BBL, of :
(i) $[*CONFIDENTIAL*] and
(ii) $[*CONFIDENTIAL*]
 
 
 
 
 
BUTANE
Averaging Mechanism
N/A
N/A
N/A
 
Reference Price
N/A
N/A
N/A
 
 
 
 
 

Trading Day: Any Business Day for which the relevant price is published.
Applicable Step-Out Pricing Dates for Baseline Volume: In the event of a Termination Date of :
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
May 31, 2020, the Applicable Step-Out Pricing Dates shall be May 27, 28, 29 of 2020
May 31, 2021, the Applicable Step-Out Pricing Dates shall be May 26, 27, 28 of 2021

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 (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 the closing settlement price on the New York Mercantile for the first nearby New York Harbor Reformulated Gasoline Blendstock for Oxygen Blending contract and
minus $[*CONFIDENTIAL*]/ gallon, and
(ii) 42 gallons / barrel
The product of
(i) the sum of
the closing settlement price on the New York Mercantile for the first nearby New York Harbor Reformulated Gasoline Blendstock for Oxygen Blending contract and
minus $[*CONFIDENTIAL*] / gallon, and
(ii) 42 gallons / barrel
The product of
(i) the sum of
the closing settlement price on the New York Mercantile for the first nearby New York Harbor Reformulated Gasoline Blendstock for Oxygen Blending contract and
minus $[*CONFIDENTIAL*]/ gallon, and
(ii) 42 gallons / barrel
The product of
(i) the sum of
the closing settlement price on the New York Mercantile for the first nearby New York Harbor Reformulated Gasoline Blendstock for Oxygen Blending contract and
minus $[*CONFIDENTIAL*]/ gallon, and
(ii) 42 gallons / barrel
The product of
(i) the sum of
the closing settlement price on the New York Mercantile for the first nearby New York Harbor Reformulated Gasoline Blendstock for Oxygen Blending contract and
minus $[*CONFIDENTIAL*]/ gallon, and
(ii) 42 gallons / barrel
 
 
 
 
 
 
 
JET
Averaging Mechanism
Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month (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 ‘▇▇▇▇▇'▇ US Marketscan’ in the section ‘GULF COAST’ under the heading ‘Distillates and blendstocks’ for the Jet 54-Pipeline quotation and
(y) $[*CONFIDENTIAL*]/ gallon, and
(ii) 42 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) $[*CONFIDENTIAL*]/ gallon, and
(ii) 42 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) $[*CONFIDENTIAL*]/ gallon, and
(ii) 42 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) $[*CONFIDENTIAL*]/ gallon, and
(ii) 42 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) $[*CONFIDENTIAL*]/ gallon, and
(ii) 42 gallons / barrel
 
 
 
 
 
 
 
CATFEED
Averaging Mechanism
Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month (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) [*CONFIDENTIAL*] * Nymex RBOB * 42,
(ii) [*CONFIDENTIAL*]* USGC ULSD * 42, and
(iii) minus $[*CONFIDENTIAL*] / barrel.
Where “Nymex RBOB” is: the closing settlement price on the New York Mercantile Exchange for the first nearby New York Harbor Reformulated Gasoline Blendstock for Oxygen Blending contract.
Where “USGC ULSD” is: the arithmetic average of the high and low quotations appearing in ‘▇▇▇▇▇'▇ 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) [*CONFIDENTIAL*] * Nymex RBOB * 42,
(ii) [*CONFIDENTIAL*] * USGC ULSD * 42, and
(iii) minus $[*CONFIDENTIAL*] / barrel.
Where “Nymex RBOB” is: the closing settlement price on the New York Mercantile Exchange for the first nearby New York Harbor Reformulated Gasoline Blendstock for Oxygen Blending contract.
Where “USGC ULSD” is: the arithmetic average of the high and low quotations appearing in ‘▇▇▇▇▇'▇ 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) [*CONFIDENTIAL*]* Nymex RBOB * 42,
(ii) [*CONFIDENTIAL*]* USGC ULSD * 42, and
(iii) minus $[*CONFIDENTIAL*]/ barrel.
Where “Nymex RBOB” is: the closing settlement price on the New York Mercantile Exchange for the first nearby New York Harbor Reformulated Gasoline Blendstock for Oxygen Blending contract.
Where “USGC ULSD” is: the arithmetic average of the high and low quotations appearing in ‘▇▇▇▇▇'▇ 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) [*CONFIDENTIAL*]* Nymex RBOB * 42,
(ii) [*CONFIDENTIAL*]* USGC ULSD * 42, and
(iii) minus $[*CONFIDENTIAL*]/ barrel.
Where “Nymex RBOB” is: the closing settlement price on the New York Mercantile Exchange for the first nearby New York Harbor Reformulated Gasoline Blendstock for Oxygen Blending contract.
Where “USGC ULSD” is: the arithmetic average of the high and low quotations appearing in ‘▇▇▇▇▇'▇ 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) [*CONFIDENTIAL*]* Nymex RBOB * 42,
(ii) [*CONFIDENTIAL*]* USGC ULSD * 42, and
(iii) minus $[*CONFIDENTIAL*]/ barrel.
Where “Nymex RBOB” is: the closing settlement price on the New York Mercantile Exchange for the first nearby New York Harbor Reformulated Gasoline Blendstock for Oxygen Blending contract.
Where “USGC ULSD” is: the arithmetic average of the high and low quotations appearing in ‘▇▇▇▇▇'▇ 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
 
 
 
 
 
 
 
CRUDE
Averaging Mechanism
Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month (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) minus $[*CONFIDENTIAL*]/ barrel
Best estimate for the applicable Procurement Price
The closing settlement prices on the New York Mercantile Exchange for the first nearby Light Crude Futures Contract
Base Price
The closing settlement prices on the New York Mercantile Exchange for the first nearby Light Crude Futures Contract minus $[*CONFIDENTIAL*]/ barrel
 
 
 
 
 
 
 
SLOP
Averaging Mechanism
Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month (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 $[*CONFIDENTIAL*]/ 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 $[*CONFIDENTIAL*]/ 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 $[*CONFIDENTIAL*]/ 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 $[*CONFIDENTIAL*]/ 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 $[*CONFIDENTIAL*] / barrel
 
 
 
 
 
 
 
SLURRY
Averaging Mechanism
Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month (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 arithmetic average of the high and low quotations appearing in ‘▇▇▇▇▇'▇ US Marketscan’ in the section ‘GULF COAST’ under the heading ‘Residual fuel ($/barrel)’ for the No. 6 3% quotation
(ii) minus $[*CONFIDENTIAL*]/ barrel
For the period up to, and including December 31, 2016:
The sum of
(i) the average of the means of the daily quotations appearing in “Platts US Marketscan” in the section “GULF COAST” under the heading “Houston” and subheading “($/barrel)” for the No.6 3% quotation
(ii) minus $[*CONFIDENTIAL*]/ barrel For the period commencing January 1, 2017:
The sum of (i.) the average of the means of the daily quotations appearing in “Platts US Marketscan” in the section “GULF COAST” under the heading “Houston” and subheading “($/barrel)” for the USGC HSFO quotation (ii.) minus $[*CONFIDENTIAL*]/ barrel
For the period up to, and including December 31, 2016:
The sum of
(i) the average of the means of the daily quotations appearing in “Platts US Marketscan” in the section “GULF COAST” under the heading “Houston” and subheading “($/barrel)” for the No.6 3% quotation
(ii) minus $[*CONFIDENTIAL*]/ barrel For the period commencing January 1, 2017:
The sum of (i.) the average of the means of the daily quotations appearing in “Platts US Marketscan” in the section “GULF COAST” under the heading “Houston” and subheading “($/barrel)” for the USGC HSFO quotation (ii.) minus $[*CONFIDENTIAL*]/ barrel
For the period up to, and including December 31, 2016:
The sum of
(i) the average of the means of the daily quotations appearing in “Platts US Marketscan” in the section “GULF COAST” under the heading “Houston” and subheading “($/barrel)” for the No.6 3% quotation
(ii) minus $[*CONFIDENTIAL*]/ barrel For the period commencing January 1, 2017:
The sum of (i.) the average of the means of the daily quotations appearing in “Platts US Marketscan” in the section “GULF COAST” under the heading “Houston” and subheading “($/barrel)” for the USGC HSFO quotation (ii.) minus $[*CONFIDENTIAL*]/ barrel
The sum of
(i) the average of the means of the daily quotations appearing in “Platts US Marketscan” in the section “GULF COAST” under the heading “Houston” and subheading “($/barrel)” for the USGC HSFO quotation
(ii) minus $[*CONFIDENTIAL*]/ barrel
 
 
 
 
 
 
 
DIESEL
Averaging
Mechanism
Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month (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 ‘▇▇▇▇▇'▇ US Marketscan’ in the section ‘GULF COAST’ under the heading ‘Distillates and blendstocks’ for the Ultra low sulfur diesel- Pipeline quotation and
(y) $[*CONFIDENTIAL*]/ gallons, and
(ii) 42 gallons / barrel
The product of
(i) the sum of
)x_ the average of the mean of the high and low daily quotation published in “▇▇▇▇▇'▇ US Marketscan” in the section “GULF COAST” under the heading “Houston” and subheading “Prompt Pipeline” for the Ultra low sulfur diesel quotation and
(y) $[*CONFIDENTIAL*]/ gallons, and
(ii) 42 gallons / barrel
The product of
(i) the sum of
(x) the average of the mean of the high and low daily quotation published in “▇▇▇▇▇'▇ US Marketscan” in the section “GULF COAST” under the heading “Houston” and subheading “Prompt Pipeline” for the Ultra low sulfur diesel quotation and
(y) $[*CONFIDENTIAL*]/ gallons, and
(ii) 42 gallons / barrel
The product of
(i) the sum of
(x) the average of the mean of the high and low daily quotation published in “▇▇▇▇▇'▇ US Marketscan” in the section “GULF COAST” under the heading “Houston” and subheading “Prompt Pipeline” for the Ultra low sulfur diesel quotation and
(y) $[*CONFIDENTIAL*]/ gallons, and
(ii) 42 gallons / barrel
The product of
(i) the sum of
(x) the average of the mean of the high and low daily quotation published in “▇▇▇▇▇'▇ US Marketscan” in the section “GULF COAST” under the heading “Houston” and subheading “Prompt Pipeline” for the Ultra low sulfur diesel quotation and
(y) $[*CONFIDENTIAL*]/ gallons, and
(ii) 42 gallons / barrel
 
 
 
 
 
 
 
ASPHALT
(0-PEN)
Averaging Mechanism
The 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
 
Reference Price
The sum of
(i) the product of
(x) [*CONFIDENTIAL*] and
(y) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract, and
(ii) minus $[*CONFIDENTIAL*] / barrel
The sum of
(i) the product of
(x) [*CONFIDENTIAL*] and
(y) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract, and
(ii) minus $[*CONFIDENTIAL*]/ barrel
The sum of
(i) the product of
(x) [*CONFIDENTIAL*] and
(y) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract, and
(ii) minus $[*CONFIDENTIAL*]/ barrel
The sum of
(i) the product of
(x) [*CONFIDENTIAL*]and
(y) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract, and
(ii) minus $[*CONFIDENTIAL*]/ barrel
The sum of
(i) the product of
(x) [*CONFIDENTIAL*]and
(y) the closing settlement price on the New York Mercantile Exchange for the first nearby Light Crude Futures contract, and
(ii) minus $[*CONFIDENTIAL*]/ barrel
 
 
 
 
 
 
 
ASPHALT
(OTHER)
Averaging Mechanism
The arithmetic average of the Trading Days in the month of February 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
[*CONFIDENTIAL*]
[*CONFIDENTIAL*]
[*CONFIDENTIAL*]
[*CONFIDENTIAL*]
[*CONFIDENTIAL*]
 
 
 
 
 
 
 
PROPANE
Averaging Mechanism
Arithmetic average of the 4 Trading Days ending with and including the penultimate Trading Day of the month (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) [*CONFIDENTIAL*],
(ii) the TET propane price quoted in the Oil Price Information Service (“OPIS”) LP Report under the heading ‘Mont Belvieu Spot Gas Liquids Prices’ in the section ‘TET Propane’ under the heading ‘Any Current Month’ in the column ‘AVG’
(iii) 42 gallons / barrel
The product of
(i) [*CONFIDENTIAL*],
(ii) the TET propane price quoted in the Oil Price Information Service (“OPIS”) LP Report under the heading ‘Mont Belvieu Spot Gas Liquids Prices’ in the section ‘TET Propane’ under the heading ‘Any Current Month’ in the column ‘AVG’
(iii) 42 gallons / barrel
The product of
(i) [*CONFIDENTIAL*],
(ii) the TET propane price quoted in the Oil Price Information Service (“OPIS”) LP Report under the heading ‘Mont Belvieu Spot Gas Liquids Prices’ in the section ‘TET Propane’ under the heading ‘Any Current Month’ in the column ‘AVG’
(iii) 42 gallons / barrel
The product of
(i) [*CONFIDENTIAL*],
(ii) the TET propane price quoted in the Oil Price Information Service (“OPIS”) LP Report under the heading ‘Mont Belvieu Spot Gas Liquids Prices’ in the section ‘TET Propane’ under the heading ‘Any Current Month’ in the column ‘AVG’
(iii) 42 gallons / barrel
The product of
(i) [*CONFIDENTIAL*],
(ii) the TET propane price quoted in the Oil Price Information Service (“OPIS”) LP Report under the heading ‘Mont Belvieu Spot Gas Liquids Prices’ in the section ‘TET Propane’ under the heading ‘Any Current Month’ in the column ‘AVG’
(iii) 42 gallons / barrel
 
 
 
 
 
 
 
BUTANE
Averaging Mechanism
N/A
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 Date
 
Reference Price
N/A
The product of
(i) [*CONFIDENTIAL*]
(ii) 42 gallons / barrel
The product of
(i) [*CONFIDENTIAL*]
(ii) 42 gallons / barrel
The product of
(i) [*CONFIDENTIAL*]
(ii) 42 gallons / barrel
The product of
(i) [*CONFIDENTIAL*]
(ii) 42 gallons / barrel

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 ▇▇▇▇ payments to third parties represented as a positive dollar amount and ▇▇▇▇ receipts from third parties represented as a negative dollar amount, divided by the net volume on all Procurement Contracts, with ▇▇▇▇ purchases represented as a positive volume and ▇▇▇▇ sales represented as a negative volume. If for such month ▇▇▇▇ 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 ▇▇▇▇ payments to third parties represented as a positive dollar amount and ▇▇▇▇ receipts from third parties represented as a negative dollar amount, divided by the net volume on all Procurement Contracts, with ▇▇▇▇ purchases represented as a positive volume and ▇▇▇▇ sales represented as a negative volume. If for such month ▇▇▇▇ does not enter any Crude Oil Procurement Contracts, the Base Price will equal the Short Crude FIFO price as defined in Schedule B.
Trading Day: Any day for which the relevant price is published.
Applicable Step-Out Pricing Dates: In the event of a Termination Date of:
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
May 31, 2020, the Applicable Step-Out Pricing Dates shall be May 27, 28, 29 of 2020
May 31, 2021, the Applicable Step-Out Pricing Dates shall be May 26, 27, 28 of 2021



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Filed: November 8th, 2019