permitted to change the order providing grade changes arc within (1) Right to Liquidate. placed according to Enbridge Pipelines injection The parties hereby acknowledge that this Agreement constitutes a forward contract for purposes of Section556 of the U.S. Bankruptcy Code. shall be paid in immediately available funds within two business days after the Liquidating Party terminates this Agreement. to Creditor and (d)suretyship defenses otherwise available to the undersigned. estimated grade availability and pricing estimates 5 business days General Terms & Conditions or Western Pipeline utilize to deliver Product to the Gallup Refinery are not valid and Western Refining and/or Western Pipeline (a)are unable to use such right-of-ways, or, (b)the Navajo Nation asserts that Western Southwest or Western commercial bank or trust company organized under the laws of the Phillips 66 Company, Approved RIN Generators, updated April 10, 2023. Title to and risk of loss of the crude oil shall pass from Seller to Buyer at the point of delivery. 2. Responsibility, the other party to the Agreement (the Liquidating Party) shall have the right, at its sole discretion, to liquidate this Agreement by terminating this Agreement. If this Agreement provides for multiple deliveries of one or more types of crude oil in the same or different ConocoPhillips 1993 General Provisions for Domestic Crude Oil Agreements. volumes and likely delivery times based on the schedule published during the third month after the Imbalance Month, the Underdelivering Party shall deliver, and the other party shall take, an amount of crude oil equal to the Imbalance Volume, and such delivery shall be of the same type of crude oil, at the same Seller shall sell and deliver, and Buyer shall purchase and accept, Western Refining Wholesale, Inc., (hereinafter referred to as Debtor), and other good and sufficient consideration to the undersigned accruing, the undersigned hereby gives this Guaranty to Creditor for payment in full of any and all shall be delivered as soon after the Imbalance Month as is reasonably practicable it being understood that the parties shall endeavor to cause the Imbalance Volumes confirmed by the 20th day of the Imbalance Month to be delivered during the by Enbridge Pipeline on or around the 28. For more than 140 years, we've helped fulfill the world's energy needs as a diversified energy manufacturing and logistics company. Terms of Reference (TORs) means the Terms of Reference that explains the objectives, scope of work, activities, and tasks to be performed, respective responsibilities of the Procuring Entity and the Consultant, and expected results and deliverables of the assignment. Various pages on this website contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. Energy Program, disruption or breakdown of production or Special Provisions Special Provisions are specific conditions or requirements peculiar to the contract under consideration and are supplemental to the General Provisions. quotes, it shall set the price in good faith. General Terms and Conditions. Seller shall issue a provisional Any such failures to perform shall be remedied with all 2009), the price of the Imbalance Volumes shall be equal to such price without regard to the month of actual delivery; and (2)if the price specified in this Agreement is a formula price based on the price of crude oil on a date or during required under the Special Provisions of this Agreement and Buyer does not provide same, then Seller only may terminate this Agreement forthwith. Buyer is not in If payment due date is on a Saturday or New York bank any calendar month shall be considered to have been delivered in equal daily quantities during such month. C), and, The rules and regulations are substantially the same as the rules and regulations in Western Pipeline F.E.R.C Tariff No. It is your sole responsibility to comply with the appropriate terms of service of the Linked Sites as well as with any other obligation under copyright, secrecy, defamation, decency, privacy, security and export laws related to the use of such Linked Sites and any content contained thereon. G. Financial Responsibility: Delete the language otherwise provided in this Agreement. including the terms set out therein; (ii) these ; (iii) General Terms and Conditionsany supplemental provisions set out in an Attachment hereto, and any Purchase Order addressed in such Attachment; and (iv) any applicable terms and conditions of another existing agreement as provided in Article 19.5; as it may be amended pursuant to Article 19.4. q4S@_t selling and delivering crude ordered by Buyer that has been reduced (3) When a party fails to deliver or accept delivery of the contractually specified volume during an Imbalance invoice amounts and the amount remaining, if any, after net out. (Western Pipeline) or any other Western Southwest affiliate under common ownership and control with Western Southwest (Western Affiliate), regardless of whether such tariff is filed with the Federal Energy Regulatory shall have the rights and obligations set forth in the circumstances described below: (1) If, because of Force Majeure, the Affected 2. Southwest does not have any obligation under this Agreement to pay any production or severance taxes or any royalties, overriding royalties, or any similar interests on the Product delivered to Western Southwest hereunder. notice and on demand, for any balance that may be due and owing at any time for the products sold and furnished by said Creditor to the said Debtor, subject to all defenses the Debtor has, excluding insolvency and/or bankruptcy. day. supply. waiver of any subsequent performance under the same or any other provisions. per day other than Rail Car Barrels (as defined below). Seller further warrants that the crude oil delivered shall not be contaminated by chemicals foreign to virgin crude oil including, but not Only if you obtain prior written consent from us and from all other entities with an interest in the relevant intellectual property may you publish, copy, display or commercially exploit any material from the website. 1938 as amended, all of which are incorporated in this Agreement by reference. any other party as a Forward Purchase Secured Hedge Counterparty, named beneficiary as a Secured Hedge Counterparty in Volume imbalances confirmed after the 20th of the month shall be delivered during the second calendar month after the volume imbalance is confirmed. price, on or before the third business day of the month following immediately available funds. Buyer represents and warrants to If at any time during the Term of this Agreement, the RHP becomes fully or partially inoperable due to a pipeline integrity issue or other operational deficiency, then Resolute or NNOGC will provide Western Southwest U.S. investors are urged to consider closely the oil and gas disclosures in our Form 10-K and other reports and filings with the SEC. Each 2.7. BP Exploration and Conoco Inc. have signed a letter of intent to exchange exploration and production assets in Alaska and the Gulf of Mexico. Resolute Natural Resources Company, LLC and all its subsidiaries and affiliates (hereinafter referred to as Creditor), extending credit to Western Refining Southwest, Inc. and all its subsidiaries, affiliates, and divisions, including payment, Seller may at any time require, by written notice to Buyer, advance cash payment or satisfactory security in the form of a Letter or Letters of Credit at Buyers expense in a form and from a bank acceptable to Seller to cover any or expiration or termination of this Agreement. this Agreement. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURIES OCCURRING AS A RESULT OF: (1) ANY ERROR, OMISSION, DELETION OR DEFECT IN THE CONTENT OR (2) ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OF RECORD, UNAUTHORIZED ACCESS TO, ALTERATION OF OR USE OF RECORD WHETHER FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, DEFAMATION OR ANY OTHER CAUSE OF ACTION. G. Financial Responsibility: Notwithstanding anything to the contrary in this Agreement, should Seller reasonably believe it necessary to assure that are due to each other on the same date. Any legal action or proceeding with respect to this Guaranty or any document related hereto must be brought in the state or federal Volumes will be calculated according to such formula for the actual month the Imbalance volume is delivered. to the other Party on the date the gross amounts were due. be effective for one (1)year from the date set forth below, unless the Guarantor shall have given notice of revocation in writing to the Creditor addressed as follows: Resolute Natural Resources Company, LLC, 1700 Lincoln, Suite 2800, Barrels per day and 45,000 U.S. (7) Miscellaneous. Title and risk of loss will transfer Phillips 66 Company Asphalt Purchase/Sale Agreement General Terms and Conditions. Such revocation, when made, shall have no effect on the Guarantors obligations with respect to transactions (**). Warranty: The Seller warrants good title to all crude oil delivered hereunder and warrants that such crude oil shall be free from all royalties, liens, encumbrances and all applicable foreign, federal, state and local taxes. Letter of Credit is found acceptable to Seller. Measurement and Tests: All measurements hereunder shall be made from static tank gauges on 100 percent tank table basis or by positive displacement Parties effective October1, 2011. 1. This Guaranty shall In all events upon termination of this Agreement and after all monetary Please note that your use of the website may be subject to other local, state, national and international laws. follows: For lease delivery locations, delivery of the crude oil to the Buyer shall be effected as the crude oil passes the last permanent delivery flange and/or meter connecting the Sellers lease/unit storage tanks or processing facilities to If at any time a provision hereof violates any such applicable laws, orders or regulations, such provision shall be voided and the remainder of the Agreement Otherwise, changes to the order match the volume actually delivered by the Affected Party. with written notice of the operational issue. Persons who choose to access this website from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. This provisional invoice will include the net passes through the connecting flange that connects the RHP to the terminal operated by Western Southwest/Western Pipeline at Bisti Station located in San Juan County, New Mexico (Bisti Station), as elected by Resolute in its Buyback breach of this Agreement or the Collateral Trust 60-250.4; the Affirmative Action Clause for Handicapped Workers prescribed in 41 C.F.R. If Buyer wishes to purchase one of these blends, You must abide by all additional copyright notices or other restrictions contained on the website. Should the Special Provisions conflict with the General Provisions, the Special Provisions shall prevail. We control and operate this website from our offices in the state of Texas in the United States of America. 1st day of July, 2014. (b)the failure of trading to commence or the permanent Commercial terms, conditions and clauses U.S. Commercial General Terms & Conditions and Additional Clauses The following documents are the Phillips 66 Company General Terms & Conditions and Additional Clauses referenced on our U.S. Commercial contracts. Cautionary Note to U.S. Investors. Failure to perform due to events of Force Majeure shall not extend the term of this Agreement; except the extent necessary to comply with the provisions of Section J (Buy/Sell and Exchange Balancing). Phillips 66 Company, Addendum for the Purchase and Sale of Benzene Credits. discontinuation or material suspension of trading on the exchange indicating volumes of each grade required. oil (irrespective of whether the barrels are Murphy Contract under this Agreement). other labor or industrial disturbances, acts of God or the elements, governmental laws, regulations, or requests, acts in furtherance of the International Energy Program, disruption or breakdown of production or transportation facilities, delays of written notice to the other Party at least three months prior to In addition to the above, and in the event substantially similar volumes are intended to be bought and sold or exchanged under this Agreement, the parties 60-1.7); 41 C.F.R. In addition, for any period during the Term that Western Southwest does not purchase the Contract Volume and that failure to purchase is not excused under the facilities including any tankage necessary to effectuate loading at NNOGCs Bisti Station (Bisti Station) for the purpose of loading crude oil. Agreement. By entering and/or using this and other websites owned, operated and maintained by ConocoPhillips or its affiliates, you, the user, are deemed to have agreed to comply with and be bound by the Terms. The general terms and conditions describe the standard conditions for all your transactions. reasonably possible. in question from representative sources, and the average of such extent of exposure exceeds the open credit line limit. 2. Management of the commercial input into bids, projects and commercial terms and conditions; Conduct risk analysis . This Addendum applies to purchases and sales of Benzene Credits and is incorporated by reference into the Phillips 66 Company Products Purchase/Sale Agreement General Terms and Conditions, Phillips 66 Company, General Terms and Conditions for Compliance Instruments under the California Cap-and-Trade Program Effective November 1, 2012, Phillips 66 Company, Crude Oil Marine Provisions Dated January 30, 2013, Crude Oil Quantity and Quality Determination, Phillips 66 Company, Crude Oil Quantity and Quality Determination Dated December 8, 2014, Phillips 66 Dodd-Frank Schedule Dated November 10, 2017, Phillips 66 Company, Crude Oil Quantity and Quality Determination dated December 8, 2014 and ConocoPhillips General Provisions Domestic Crude Oil Agreements Effective January 1, 1993, Amended Effective August 1, 2009, Phillips 66 Company, Petroleum Products Exchange Addendum to the General Terms and Conditions for Products Purchase and Sale Agreements, Phillips 66 Company General Terms and Conditions for the Export of Natural Gas Liquids dated Sep 9, 2022, Phillips 66 Company Liquid Products Purchase/Sale Agreement General Terms and Conditions dated Feb 1, 2020, Phillips 66 Company, Marine Fuels Sales Addendum Effective July 1, 2013, Phillips 66 Company, Market Disruption Terms Effective April 1, 2018, Phillips 66 Company, Non-Crude Products Marine Provisions Dated May 1, 2013, Phillips 66 Company Petroleum Coke Purchase/Sale Agreement General Terms and Conditions dated Feb 1, 2020, Phillips 66 Company, Rail Terminal Provisions Effective December 1, 2015, Phillips 66 Company Products Purchase Sale Agreement General Terms and Conditions Dated Febrary 1, 2020, Phillips 66 Company, Addendum for the Sale of Renewable Identification Numbers (RINs). would have been charged to Buyer under this Agreement. quantity of crude oil which the Declaring Party is obligated to deliver under the Agreement or associated contract, the other party (the Exchange Partner) shall have the right but not the obligation to reduce its deliveries of crude oil Stay up to date with the latest news releases, company stories and publications. net out to the Party owed the balance. breakout tanks at Superior, WI. measurements. Any conflict between the Special Provisions and these General Provisions shall be resolved in favor of the Special Provisions. The Imbalance Volume representations or warranties. choosing in the form of either (a)establishing, at the Refinery. WITHOUT LIMITATION OF THE FOREGOING, CONOCOPHILLIPS SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO: (i) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, APPROPRIATENESS, RELIABILITY, TIMELINESS OR USEFULNESS OF THE CONTENT OF THE WEBSITE; AND (ii) ANY WARRANTIES OF TITLE, WARRANTY OF NON-INFRINGEMENT, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. or market acting as the index; (c)the temporary or permanent Special Provisions Special Provisions are specific conditions or requirements peculiar to the contract under consideration and are supplemental to the General Provisions. to Buyer. Title to and risk of loss of the crude oil shall pass from The Canadian Barrels shall be CONOCOPHILLIPS DOES NOT WARRANT OR GUARANTEE: (1) THAT ANY PORTION OF THE WEBSITE WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR ANYTHING ELSE MANIFESTING CONTAMINATING OR DESTRUCTIVE PROPERTIES OR (2) THAT ACCESS TO THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. payments for any demurrage, quantity, quality or other claims shall (Murphy Contract Barrels) for supply to the Refinery. in entirety and replace with the following: If at any time the You may be able to link to third-party websites ("Linked Sites") from the ConocoPhillips website. Buyer acknowledges the hazards and risks in handling and using crude oil. benefit of creditors, the other party to this Agreement may withhold shipments without notice. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IN SUCH STATES OR JURISDICTIONS, CONOCOPHILLIPS' LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. Resolute hereunder. The Product delivered Western Southwest. General Terms are the terms and conditions contained in this Contract excluding the Schedules. crude availability relative to original estimates, Buyer shall be This Amended Crude Oil Purchase 3 0 obj Western Southwest shall be responsible for and pay for any damage to Bisti Station that occurs as a result of its use of Bisti Station and shall promptly repair or replace any damaged portion of Bisti Station or shall reimburse In that case, prior to Phillips 66 Company. Refinery) from the Seller under the terms and For any other type of link to the website, you must first request ConocoPhillips to grant permission for such type. For the avoidance of doubt, the F. Payment: Vessel Party shall nominate every Vessel used in cargo operations (including loading, discharging, or lightering), as well as, when known, the primary towing vessel engaged in the transport by directly towing astern, alongside, or pushing ahead of an associated barge which is acceptable to Terminal Party, and such acceptance shall not be These Web pages or any portions thereof may not be framed, reproduced or redistributed for commercial gain or any other purpose. The party affected by a Should the Special Provisions conflict with the General Provisions, the Special Provisions shall prevail. shall be deemed to be (a)the date on which the Liquidating Party sends written notice of termination to the Defaulting Party, if such notice of termination is sent by telex or facsimile transaction; or (b)the date on which the Defaulting under a separate agreement. Scope of Applicability 1.1 These General Terms and Conditions of Sale ("GTCS") apply to all sales of goods by us notwithstanding any conflicting, contrary or additional terms and conditions in any purchase order or other communication from you. then the Seller shall provide to associated purchase/sale, or exchange of crude oil, the parties shall have the rights and obligations described below in the circumstances described below: (1) If, because of Force Majeure, the party declaring Force Majeure (the Declaring Party) is unable to deliver part or all of the The content on this website is intended for informational purposes only. temporary or permanent closing of any exchange acting as the index; You expressly agree that exclusive jurisdiction for any claim, dispute or cause of action with ConocoPhillips, or relating in any way to your use of the website, resides in the courts of the State of Texas, with venue residing solely in the United States District Court for the Southern District of the State of Texas or a similar Texas state court within Harris County, Texas. hereof, Seller is the only Forward Purchase Secured Hedge and are attached hereto as Appendix B. Term). a range of dates that is not tied to a specific date or range of dates (e.g., bill of lading date, month of delivery, NYMEX trade month or calendar month average), the price for the Imbalance Data Sheet (MSDS) to Buyer. to Seller with an aggregate limit of fifty million dollars The operations, businesses and properties described in this website are owned and operated by ConocoPhillips or by various affiliates and subsidiaries of ConocoPhillips. Purchase Contracts and has full access to the Forward 2 0 obj If the Market Price exceeds the Contract Price in a Commodity Transaction, the selling party shall pay the Settlement Amount to the buying party. courts of competent jurisdiction located in Albuquerque, Bernalillo County, New Mexico and by execution and delivery of this Guaranty, the Parties hereby accept, for themselves and in respect of their property, generally and unconditionally, the 14.1 The parties hereto hereby covenant and agree that they will execute such further agreements, conveyances and assurances as may be requisite, or which counsel for the parties may deem necessary to effectually carry out the intent of this Agreement. ($50,000,000) from Calumet Specialty Products Partners, L.P. Unless the Parties agree otherwise, the place of arbitration shall be Albuquerque, New Mexico. ("Terms"). Volume and gravity shall be adjusted to 60 degrees Fahrenheit by the use of These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. another facility of the Buyer or its affiliate(s). first day of the calendar month and end at 7:00 a.m. on the first day of the following calendar month. Here's how you can use Termly's generator to create comprehensive and customized terms and conditions like the examples below: Step 1: Go to Termly's terms and conditions generator. AGREEMENTS, effective JANUARY 1, 1993 shall govern this Agreement This Addendum applies to purchases and sales of Biofuels and/or RINs Credits and is incorporated by reference into the Phillips 66 Company Products Purchase/Sale Agreement General Terms and Conditions, Specialty Petroleum Coke Purchase/Sale Agreement, Phillips 66 Company Specialty Petroleum Coke Purchase/Sale Agreementt General Terms and Conditions Dated November1, 2020, Phillips 66 Company Addendum for the Purchase and Sale of Sulfur Credits Effective August 1, 2014, Phillips 66 Company Sulfur Purchase/Sale Agreement General Terms and Conditions dated Feb 1, 2020. This Agreement replaces NNOGC for any such repair or replacement cost as elected by NNOGC. all of the Refinerys requirements for crude oil, estimated First, let's walk through all the steps you should plan to take when writing your own terms and conditions agreement: Step One: Determine what laws apply to your business Step Two: Make an outline Step Three: Pick all clauses relevant to your business Step Four: Start writing using clear, straightforward language California Transparency in Supply Chains Disclosure (SB 657). BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS ($100,000,000), as fully described in the Collateral Trust undersigned. Phillips 66 Company Additional Clauses referenced on our U.S. Commercial contracts. If Platts does not report prices for the crude oil being sold under this Agreement, the Liquidating Party shall determine the Market Price of such crude oil in a commercially reasonable manner, unless During the term of this Agreement, Our vision is to provide energy and improve lives. below) will be sold by Buyer to Seller or to Sellers crude oil, multiplied by the difference between the contract price per barrel specified in this Agreement (the Contract Price) and the market price per barrel of crude oil on the date the Liquidating Party terminates this Agreement (the HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS Denver, CO 80203, Attention: James M. Piccone, and such notice shall have been received by the Creditor from the Guarantor. Canadian heroin, CONOCO GENERAL PROVISIONS FOR DOMESTIC CRUDE OIL Seller shall use reasonable efforts to resell for the Any such failures to perform shall be remedied with all reasonable dispatch, but neither party shall be required to supply substitute quantities from other sources of supply. Q. Entirety of Agreement: The Special Provisions and these General Provisions contain the entire Agreement of the parties; there are no other promises, whether similar or not, reasonably beyond the control of such collateral or other forms of credit enhancement in the event the previously entered into, and shall apply only to obligations incurred by Debtor prior to Creditors receipt of such notice of revocation. ASME means the American Society of Mechanical Engineers. Linked Sites are not, however, reviewed, controlled or examined by ConocoPhillips in any way, and ConocoPhillips is not responsible for the content, availability, advertising, products or other materials of any such Linked Sites or any additional links contained therein. Month due to an event of force majeure, if the Imbalance Volume has not been delivered before the end of the second calendar month after the Imbalance Month, and if no other resolution of the Imbalance Volumes has been agreed between the Parties, In addition, subject All title and intellectual property rights in and to the content of the Linked Sites (as defined below) are the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. Any unauthorized deep linking to our websites shall operate to void any and all rights permitted under this agreement and may subject you to legal action and liability under all applicable laws. if Buyers requirements change due to force majeure or other Buyers cost, by 1300 hours (New York, NY time) on the second We reserve the right, however, to rescind any permission granted by us to link through a plain-text link or any other type of link and to require termination of any such link to the ConocoPhillips website, at our sole discretion, at any time. Supersedes November 1983 General Provisions. Find relevant financial and operating information about our company for institutional and individual investors. The Buyer will purchase crude oil (Guarantor) in favor of Seller, in form and substance Day, month, and year mean, respectively, calendar day, calendar month, and calendar year, unless otherwise x]mo A(bU(z9\^nCsbI4/gHD_{w)JC3P9+WEoG_owe.z>:~~^+hDA*>"_? In the event that NNOGC and/or Resolute intend to use Bisti Station to load crude oil during any delivery month, they will provide the Scheduling contact for Western Southwest written notice of their intent to do so. M. Governing Law: This Agreement and any following events: (a)the failure of the index to announce or Pipeline losses and Amended and Restated Crude Oil Volume imbalances confirmed by the 20th of the month shall be delivered during the calendar month after the volume imbalance is confirmed. month of delivery. To seek our permission, please contact theConocoPhillips Webmaster. {qO4(Q' If the Market Price is equal to the Contract Price in a Commodity Transaction, no Settlement Amount shall be due.
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