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Crude Oil Supply Agreement

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Sectors: Utilities
Governing Law: Delaware, View Delaware State Laws
Effective Date: December 02, 2008
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Exhibit 10.6
THE SECURITIES AND EXCHANGE COMMISSION Crude Oil Supply Agreement Between Vitol Inc. And Coffeyville Resources Refining & Marketing, LLC Dated December 2, 2008

TABLE OF CONTENTS Page No. Article 1 DEFINITIONS AND CONSTRUCTION 1 1.1 Definitions 1 1.2 Interpretation 11 Article 2 TENOR OF THE AGREEMENT 11 Article 3 CONDITIONS TO PERFORMANCE 12 3.1 Mutual Conditions 12 3.2 Conditions to Vitol' s Obligations 13 3.3 Conditions to Coffeyville' s Obligations 13 3.4 Effect of Termination for Failure of Conditions Precedent 14 Article 4 TERM OF AGREEMENT 14 4.1 Initial Term 14 4.2 Renewal 14 Article 5 PURCHASE OF INITIAL INVENTORY 14 5.1 Purchase of Initial Inventory 14 5.2 Measurement of Initial Inventory 14 5.3 Purchase Price for Initial Inventory 15 5.4 Initial Inventory Fee 15 5.5 Title and Risk of Loss 15 Article 6 SALE OF CRUDE OIL TO COFFEYVILLE 15 6.1 Supply of Crude Oil 15 6.2 Exclusive Use 15 6.3 Exclusive Supplier 15 6.4 Identification of Supply 15 6.5 Acknowledgment 16 Article 7 PURCHASE OF CRUDE OIL FROM COUNTERPARTIES 16 7.1 Third Party Contracts 16 7.2 Confirmations 17 7.3 Payment Responsibility 18 7.4 Crude Oil Gains and Losses 18 7.5 Waiver of Warranties 18 7.6 Claims 18 7.7 Insurance 19 7.8 Additional Insurance Requirements 19


Page No. Article 8 RESALE AND EXCHANGE OF CRUDE OIL 20 8.1 Resale of Crude Oil 20 8.2 Exchanges of Crude Oil 20 8.3 Payment for Resale and Exchanges of Crude Oil 20 8.4 Purchase and Sale of Gathered Crude 21 Article 9 DELIVERY 21 9.1 Delivery Point 21 9.2 Title and Risk of Loss 21 9.3 Casualty and Other Losses 21 9.4 Vessel Chartering 21 9.5 Pipeline Nominations 22 Article 10 NOMINATIONS 22 10.1 Monthly Nomination 22 10.2 Daily Nomination 23 10.3 Changes to Nominations 23 10.4 Delivery Disruption 23 Article 11 CRUDE OIL INSPECTION AND MEASUREMENT 23 11.1 Delivered Volumes 23 11.2 Quality of Delivered Volumes 24 11.3 Inspector' s Reports 24 11.4 Recalibration of Designated Tanks 24 Article 12 PRICE AND PAYMENT FOR CRUDE OIL 24 12.1 Crude Oil Purchase Price 24 12.2 Provisional Invoice 25 12.3 Weekly True-Ups 26 12.4 Working Capital Fee 27 12.5 Other Statements 27 12.6 Payment 27 12.7 Disputed Payments 28 Article 13 TAXES 28 Article 14 INFORMATION AND REQUESTS FOR ADEQUATE ASSURANCES 28 14.1 Financial Information 28 14.2 Notification of Certain Events 28 14.3 Adequate Assurances 29 14.4 Eligible Collateral 29 14.5 Failure to Give Adequate Assurance 30 14.6 Coffeyville' s Right to Terminate 30


Page No. Article 15 REFINERY TURNAROUND, MAINTENANCE AND CLOSURE 30 15.1 Scheduled Maintenance 30 15.2 Unscheduled Maintenance 30 15.3 Failure to Accept Deliveries 30 Article 16 COMPLIANCE WITH APPLICABLE LAWS 31 16.1 Compliance With Laws 31 16.2 Reports 31 Article 17 FORCE MAJEURE 31 17.1 Event of Force Majeure 31 17.2 Notice 31 17.3 Termination and Curtailment 31 17.4 Resumption of Performance 32 Article 18 MUTUAL REPRESENTATIONS, WARRANTIES AND COVENANTS 32 Article 19 DEFAULT AND REMEDIES 34 19.1 Events of Default 34 19.2 Remedies 35 19.3 Forbearance Period 36 19.4 Instructions Concerning Operational Matters 36 Article 20 FINAL SETTLEMENT 36 20.1 Effects of Termination 36 20.2 Close Out of Transactions Under the Agreement 37 20.3 Payment of Termination Payment 37 20.4 Close Out of Specified Transactions 37 20.5 Non-Exclusive Remedy 38 20.6 Indemnity 38 Article 21 INDEMNIFICATION AND CLAIMS 38 21.1 Vitol' s Duty to Indemnify 38 21.2 Coffeyville' s Duty to Indemnify 39 21.3 Notice of Indemnity Claim 39 21.4 Defense of Indemnity Claim 39 21.5 Settlement of Indemnity Claim 40 Article 22 LIMITATION ON DAMAGES 40 Article 23 AUDIT RIGHTS 40 Article 24 CONFIDENTIALITY 41 24.1 Confidentiality Obligation 41 24.2 Disclosure 41


Page No. 24.3 Tax Matters 41 Article 25 GOVERNING LAW 41 25.1 Choice of Law 41 25.2 Jurisdiction 42 25.3 Waiver 42 Article 26 ASSIGNMENT 42 26.1 Successors 42 26.2 No Assignment 42 26.3 Null and Void 42 26.4 Assignment of Claims 42 Article 27 NOTICES 43 Article 28 NO WAIVER, CUMULATIVE REMEDIES 44 28.1 No Waiver 44 28.2 Cumulative Remedies 44 Article 29 NATURE OF THE TRANSACTION AND RELATIONSHIP OF PARTIES 44 29.1 No Partnership 44 29.2 Nature of the Transaction 44 29.3 No Authority 44 Article 30 MISCELLANEOUS 45 30.1 Severability 45 30.2 Entire Agreement 45 30.3 No Representations 45 30.4 Time of the Essence 45 30.5 No Third Party Beneficiary 45 30.6 Survival 45 30.7 Counterparts 45 SCHEDULES Schedule A Designated TanksSchedule B Inventory ProceduresSchedule C Procedures for Crude Oil Shipments on the Spearhead PipelineSchedule D Terminal AgreementsSchedule E Terminal Operators EXHIBITS Exhibit A Form of Temporary AssignmentExhibit B Form of Coffeyville GuarantyExhibit C Form of Vitol GuarantyExhibit D Form of Bill of Sale


Crude Oil Supply Agreement This Crude Oil Supply Agreement is entered into effective as of December 2, 2008, between Vitol Inc., a company incorporated under the laws of Delaware (" Vitol" ), and Coffeyville Resources Refining & Marketing LLC., a limited liability company formed under the laws of Delaware (" Coffeyville" ) (each referred to individually as a " Party" or collectively as " Parties" ). WHEREAS Coffeyville desires to have Vitol supply Crude Oil for processing at its Refinery located in Coffeyville, Kansas beginning on the Commencement Date and throughout the Term of this Agreement, and Vitol is willing to supply Crude Oil to Coffeyville pursuant to the terms hereof; NOW , THEREFORE , in consideration of the premises and the respective promises, conditions, terms and agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Vitol and Coffeyville do hereby agree 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: " Adequate Assurance" has the meaning set forth in Section 14.3 . " 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. " Agreed Costs" means, for purposes of calculating the Transfer Price, any transportation or other costs that the Parties mutually deem to apply with respect to the specified Transaction. It is the intent of the Parties that Agreed Costs shall only be applicable with the consent of both Parties. " Agreement" or " this Agreement" means this Crude Oil Supply Agreement, as may be amended, modified, supplemented, extended, renewed or restated from time to time in accordance with the terms hereof, including any Exhibits and Schedules attached hereto. " API" means the American Petroleum Institute.


" 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 or (iii) any applicable license, permit or compliance requirement applicable to either Party, including Environmental Laws. " 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 or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditor' s rights, or a petition is presented for its winding-up or liquidation, (v) has a resolution passed for its winding-up, official management or 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) causes or is subject to any event with respect to it which, under Applicable Law, has an analogous effect to any of the events specified in clauses (i) through (vii) above, inclusive, or (ix) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in any of the foregoing acts. " Bankruptcy Code" means Title 11, U.S. Code. " Barrel" means forty-two (42) net U.S. gallons, measured at 60b0 F. " Base Interest Rate" means the lesser of (i) the applicable three - month LIBOR rate of interest, as adjusted from time to time, and (ii) the maximum rate of interest permitted by Applicable Law. LIBOR shall be established on the first day on which a determination of the Base Interest Rate is to be made under this Agreement and shall be adjusted daily based on available LIBOR quotes. " Bill of Sale" has the meaning set forth in Section 3.2(d) . " B/L Volumes" has the meaning set forth in Section 11.1 . " Broome Station" means the pump station owned by CRCT located near Caney, Kansas, approximately twenty-two (22) miles west of the Refinery where the Plains pipeline delivers crude oil into the CRCT pipeline. " Business Day" means a twenty-four (24)-hour period ending at 5:00 p.m., at the prevailing time in the Eastern Time zone, on a weekday on which banks are open for general commercial business in New York City.


" Capital Charge" has the meaning set forth in Section 12.4 . " Catastrophic Loss" means any loss of Crude Oil resulting from a spill, fire, explosion or other casualty loss. " Coffeyville" has the meaning set forth in the preamble of this Agreement. " Coffeyville Guaranty" means the guaranty issued by Coffeyville' s parent entity, CVR Energy, Inc., in the form attached hereto as Exhibit B . " Coffeyville' s Operational Rights" means Coffeyville' s rights and remedies with respect to the movement and purchase of Crude Oil after an Event of Default by Vitol, which shall include the right (i) to store Crude Oil in the Designated Tanks and (ii) to instruct Pipeline Operators and Terminal Operators with respect to the delivery of Crude Oil to the Refinery. " Commencement Date" means December 31, 2008 or such other date as is mutually agreed by the Parties. " Confirmation" means a written communication confirming the terms of a Third Party Contract between Vitol and a Counterparty, for the sale or exchange of Crude Oil, which shall specify the price, volume, grade, quality, quantity, exchange terms (if applicable) delivery point, date of delivery, identity of the Counterparty and payment and performance terms. " Contract Price" shall mean the purchase price for Crude Oil specified in a Third Party Contract. " Counterparty" means, with respect to a Third Party Contract, the third party suppliers of Crude Oil to be purchased by Vitol and sold to Coffeyville pursuant to the terms hereof. " Cover Exposure" has the meaning set forth in Section 14.4 . " CRCT" means Coffeyville Resources Crude Transportation, LLC, an Affiliate of Coffeyville. " Crude Oil" means all crude oil that Vitol purchases for sale to Coffeyville or for which Vitol assumes the payment obligation pursuant to this Agreement. Crude Oil does not, however, include Gathered Crude. " Crude Oil Gains and Losses" means any difference (positive or negative) for a stated period between the volume of Crude Oil purchased by Vitol from one or more Counterparties and the corresponding volume that is actually delivered to Coffeyville at the Delivery Point, which results from in-transit gains and losses, excluding any


Catastrophic Loss but including small spills occurring in the ordinary course of operations. " Crude Oil Lot" shall mean (i) the discrete volume of Crude Oil acquired by Vitol from a Counterparty pursuant to a Third Party Contract and (ii) any Crude Oil Lots that Coffeyville elects to pool and treat as a single Crude Oil Lot. For pricing purposes, Coffeyville may only pool Crude Oil Lots that (x) are of the same grade, and (y) are based on the same WTI Contract month. For ease of administration, pooled Crude Oil Lots will be volumetrically averaged and priced as a single Crude Oil Lot. The Parties acknowledge and agree that a Crude Oil Lot may be comprised of more than one parcel (if multiple WTI Contracts are selected) and that such individual parcels of a Crude Oil Lot shall be identified in a given Crude Oil Withdrawal for pricing purposes. " Crude Oil Withdrawal" has the meaning set forth in Section 10.2 . " CT" means the prevailing time in the Central Time zone. " Daily Capital Charge" has the meaning set forth in Section 12.4 . " Day Charge" means the Base Interest Rate (***), calculated on the basis of a 360-day year. " Deemed L/C Fee" means the fee applicable to all letter of credit transactions entered into in connection with Transactions. For ease of administration, the Parties deem such fee to be equal to (***)% of the principle amount of the subject letter of credit. " Default" or " Event of Default" means an occurrence of the events or circumstances described in Article 19 . " Defaulting Party" has the meaning set forth in Section 19.2 . " Delivery Point" means the outlet flange of the meter at the connection between the Plains Pipeline System and the Broome Station storage facility. " Designated Affiliate" means Coffeyville Resources, LLC. " Designated Tanks" means the tanks set forth on Schedule A in Cushing, Oklahoma and the pipeline connecting the Designated Tanks to the Delivery Point. The Designated Tanks shall only contain Crude Oil. " Effective Date" means the date first written above, upon which this Agreement becomes binding upon and enforceable against the Parties. " Eligible Collateral" means, at Coffeyville' s discretion, (a) a Letter of Credit, for a duration and in an amount sufficient to cover the Cover Exposure, (b) a prepayment in


an amount equal to the Cover Exposure, or (c) a surety instrument for a duration and in an amount sufficient to cover a value up to the Cover Exposure, in form and substance reasonably satisfactory to Vitol and issued by a financial institution or insurance company reasonably acceptable to Vitol. " 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, generation, handling, treatment, storage, disposal, transportation, release or management of solid waste, industrial waste or hazardous substances or materials. " Final Inventory" shall have the meaning set forth in Section 20.1 . " 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 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 Coffeyville or Vitol); 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 wells, storage plants, 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. For the avoidance of doubt, the termination or expiration of any Terminal Agreement, unless caused by the fault of a Party, shall be an event of Force Majeure provided that substantially similar substitute tankage has not been provided by Coffeyville. " GAAP" means generally accepted accounting principles in the United States, applied consistently with prior practices. " Gathered Crude" means the crude oil acquired by Coffeyville in Kansas, Missouri, North Dakota, Oklahoma, Wyoming and all states adjacent to Kansas, Missouri, North Dakota, Oklahoma and Wyoming. Notwithstanding anything in this Agreement to the contrary, any crude oil which is transported in whole or in part via railcar or truck shall be considered Gathered Crude for purposes of this Agreement.


" 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, and shall include NYMEX. " Indemnified Party" has the meaning set forth in Section 21.3 . " Indemnifying Party" has the meaning set forth in Section 21.3 . " Independent Inspector" means an independent third party inspection company that is generally recognized in the petroleum industry as experienced in measuring the quantity and quality of petroleum products. Unless specifically provided otherwise in this Agreement, the Parties shall mutually appoint the Independent Inspector and the costs thereof shall be included in the calculation of the Transfer Price. " Initial Inventory" means as of the Commencement Date, all Crude Oil and blendstock inventories located in the Designated Tanks, the Pipeline System (including line fill) and all Crude Oil in transit by vessel or in pipelines to be delivered into the Designated Tanks. " Initial Inventory Fee" means a one time fixed fee in the amount of $(***). " Initial Term" has the meaning set forth in Section 4.1 . " Letter of Credit" means an originally signed or telex of an irrevocable standby letter of credit issued in favor of Vitol in form and substance satisfactory to Vitol by a bank acceptable to Vitol and delivered to Vitol in an amount acceptable to Vitol, for which all costs incurred in the issuance thereof have been or will be paid by Coffeyville. " Liabilities" means any losses, claims, charges, damages, deficiencies, assessments, interests, penalties, costs and expenses of any kind (including reasonable attorneys' fees and other fees, court costs and other disbursements), directly or indirectly arising out of or related to any suit, proceeding, judgment, settlement or judicial or administrative order, including any Liabilities with respect to Environmental Laws. " LIBOR" means the London Interbank Offered Rate for three-month U.S. dollar deposits (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBOR01 Page (or any successor page) at approximately 11:00 a.m. (London, England time), two (2) Business Days prior to the first (1 st ) day of such three- month period. If for any reason such rate is not available, LIBOR shall be, for any specified period, the rate per annum reasonably determined by Vitol as the rate of interest at which U.S. Dollar deposits in the approximate subject amount would be offered by major banks in the London interbank Eurodollar market at their request at or about 10:00 a.m. (London, England time) two (2) Business Days prior to the first day of such period for a term comparable to such period.


" Liquidation Amount" has the meaning set forth in Section 20.2 . " Material Adverse Effect" means a result or consequence that would materially impair a Party' s ability to perform its obligations and covenants under this Agreement or to consummate any of the transactions contemplated by this Agreement or would materially impair the usual, regular and ordinary operations of the Refinery as a whole, provided , however, that any adverse change or effect affecting the U.S. economy generally, or any adverse change or effect affecting the U.S. refining industry generally, shall not be taken into account in determining whether there has been a Material Adverse Effect. " Monthly Crude Nomination" has the meaning set forth in Section 10.1 . " Non-Merchantable Volumes" means the volume of crude oil below the low suction line in the Designated Tanks. " NYMEX" means the New York Mercantile Exchange. " Origination Fee" shall mean a fee payable by Coffeyville to Vitol in the amount of $(***) per Barrel. The Origination Fee shall apply to each Barrel that is the subject of a Third Party Contract, irrespective of whether such Barrels are delivered to Coffeyville, resold or exchanged in a subsequent transaction. The Origination Fee shall not apply, however, to the Initial Inventory. " Party" or " Parties" has the meaning set forth in the preamble of this Agreement. " Performing Party" has the meaning set forth in Section 19.2 . " 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 Operator" means the entity that schedules and tracks Crude Oil in a Pipeline System. " Pipeline System" means the Seaway Pipeline System, the Plains Pipeline System or any other pipeline system that may be used to transport Crude Oil to the Delivery Point. " Plains" means Plains Pipeline, L.P. " Plains Marketing" means Plains Marketing, L.P.


" Plains Pipeline System" means the crude oil pipeline transportation system and related facilities located between Cushing, Oklahoma and Broome Station that are owned and operated by Plains, including the pipeline, injection stations, breakout storage tanks, crude oil receiving and delivery facilities and any associated or adjacent facility. " Potential Event of Default" means any Event of Default with which notice or the passage of time would constitute an Event of Default. " Provisional Invoice" has the meaning set forth in Section 12.2(a) . " Provisional Transfer Price" has the meaning set forth in Section 12.2(b) . " Refinery" means the Coffeyville, Kansas crude oil refinery and all of the related facilities owned and operated by Coffeyville or its Affiliate, including the processing, storage, receiving, loading and delivery facilities, piping and related facilities, together with existing or future modifications or additions, and any associated or adjacent facility that is used by Coffeyville to carry out the terms of this Agreement. " Renewal Term" has the meaning set forth in Section 4.2 . " Scheduled Maintenance" means (i) regularly scheduled maintenance of the Refinery required or suggested by manufacturers or operators in the refining industry and (ii) maintenance that is otherwise prudent in accordance with standard industry operating and maintenance practices. " Seaway Pipeline System" means the crude oil pipeline transportation system and related facilities located between Seaway Crude Pipeline Company' s wharfage facilities in Freeport, Texas, and Cushing, Oklahoma that are owned by Seaway Crude Pipeline Company and operated by TEPPCO Crude Pipeline, L.P., including the pipeline, injection stations, breakout storage tanks, crude oil receiving and delivery facilities and any associated or adjacent facility. " Spearhead Pipeline" means the pipeline system of that name that transports crude oil originating in Canada to Cushing, Oklahoma. " SEC" means the Securities and Exchange Commission. " Specified Indebtedness" means any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise) of Coffeyville in respect of borrowed money. " Specified Transaction" means (i) any transaction (including an agreement with respect thereto) now existing or hereafter entered into between Vitol (or any Designated Affiliate of Vitol) and Coffeyville (or any Designated Affiliate of Coffeyville) (a) 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 (b) which is a type of transaction that is similar to any transaction referred to in clause (a) 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, (ii) any combination of these transactions and (iii) any other transaction identified as a Specified Transaction in this Agreement or the relevant confirmation; provided that , without limiting the generality of the foregoing, Specified Transaction shall include any " Transaction" that is subject to an ISDA Master Agreement between Vitol and Coffeyville, including any confirmations subject thereto. " Specified Transaction Termination Amount" has the meaning set forth in Section 20.4 . " Taxes" means any and all foreign, federal, state and local taxes (other than taxes on income), duties, fees and charges of every description on or applicable to Crude Oil, including all gross receipts, environmental, spill, ad valorem and sales and use taxes, however designated, paid or incurred directly or indirectly with respect to the ownership, purchase, exchange, use, transportation, resale, importation or handling of Crude Oil or related WTI Contracts, including for any Tax, any interest, penalties or additions to tax attributable to any such Tax, including penalties for the failure to file any tax return or report. " Temporary Assignment" means, with respect to each Terminal Agreement, the agreement among Vitol, Coffeyville and each Terminal Operator for the temporary assignment of the Terminal Agreement from Coffeyville to Vitol for the Term (unless sooner terminated pursuant to the terms of the applicable Terminal Agreement). Each Temporary Assignment shall be substantially in the form of Exhibit A and shall provide that (i) Vitol may unilaterally instruct the Terminal Operator to cease scheduling any deliveries of Crude Oil from Vitol to Coffeyville upon the occurrence of an Event of Default by Coffeyville, and (ii) Terminal Operator s
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