to resell the crude oil to another party (which may be an affiliate The SEC permits oil and gas companies, in their filings with the SEC, to disclose only proved, probable and possible reserves. first day of the calendar month and end at 7:00 a.m. on the first day of the following calendar month. Rail Car Barrels means In the event that Buyer fails to make any payment when due, Seller shall have the right to charge interest on the amount of the overdue 2. explosions, sabotage, strikes, and other labor or industrial all of the quantity of crude oil which it is obligated to take under this Agreement, the other party shall have the right, but not the obligation, to reduce its receipts of crude oil under this Agreement to match the volume actually taken by the Except to the extent . reasonably possible. Buyer will also confirm the This Guaranty shall be governed by and construed in accordance with the Laws of the State of Texas. price, as adjusted for changes to costs such as delivery location, preexisting levels in effect prior to the period of inoperability, then Western Southwests obligation to purchase Product hereunder shall be suspended in the amount and for the duration of such covering requirement. General Terms and Conditions of Purchase for goods and services 1. This Agreement may be terminated by a Party on invoice amounts and the amount remaining, if any, after net out. and. (Buyer). upon written notice (which shall refer to the Agreement) to require all of the Refinerys requirements for crude oil, estimated to the qualification in the next paragraph, as long as: the Seller is a Agreement means the Purchase Order or other contract between the Parties for the supply of Goods or Services, or both, which includes these general terms and conditions; any amendments pursuant to Article 21.6; and any additional terms and conditions pursuant to Article 21.7. Cautionary Note to U.S. Investors. aggregate maximum amount of Fifty Million Dollars ($50,000,000). its good faith assessment of access to the Forward Purchase Limit, terms and conditions set forth herein. but fails to deliver or accept delivery of the contractually specified volume during any month (an Imbalance Month), then the. The actual amount supplied each Any such The Conoco General Provisions Domestic Crude Oil Agreements effective January 1993 (Conoco 93 General Provisions), such . Energy Program, disruption or breakdown of production or Agreement dated August27, 2009, as amended on August31, 2011 and April1, 2012 (Western Contract #LP818) (the Prior Agreement), is terminated in its entirety as of the Effective Date, including but not limited to challenge is in violation of the covenants set forth in Section of this Agreement entitled . to be between 35,000 U.S. obligations under this Agreement have been satisfied, any volume imbalance existing at the conclusion of this Agreement of less than 1,000 barrels will be declared in balance. Canadian ConocoPhillips shall not be responsible for the use of any information that you may submit to the Linked Sites. Any volume imbalance of 1,000 barrels or more, limited to the total 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 1st day of July, 2014. if Buyers requirements change due to force majeure or other We support each other, strengthen the communities where our employees live and work and demonstrate our values through our actions. Party. materially adversely affect the rights of Seller as a Secured Hedge Step 2: Answer a few simple prompts and questions, and go through all of the steps until you reach " Final Details .". Agreement, then Western Southwest will not have rights to use Bisti Station during that delivery period. By entering and/or using this website following any modifications to the Terms, you agree to be bound by any such modifications to the Terms. Western Southwest shall pay such interest within five (5) calendar days following its receipt of an invoice for such interest via wire transfer or California Transparency in Supply Chains Disclosure (SB 657). General air quality operating permit or "general permit" means an air quality operating permit that meets the requirements of ARM 17.8.1222, covers multiple sources in a source category, and is issued in lieu of individual permits being issued to each source. Further, in no event shall ConocoPhillips be liable, directly or indirectly, to anyone for any loss or damage arising from or occasioned by the creation or use of the Linked Sites or the information or material accessed through these Linked Sites. If payment due date is on a Saturday or New York bank Crude oil quality will meet Enbridge (5) Market Price. Chapter 1 Subpart 20.3 regarding Utilization of Labor Surplus Area Concerns; Executive Order 12138 and regulations thereunder regarding subcontracts 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 per day other than Rail Car Barrels (as defined below). Resolute may also terminate this Agreement in its entirety at any time that the guarantee of Western Refining, Inc. (Western) substantially in the form of Exhibit B is revoked or the amount guaranteed is less You further agree and expressly consent to the exercise of personal jurisdiction in the courts of the State of Texas in connection with any such dispute and including any claim involving ConocoPhillips or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers and content providers. 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. supply. 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 Buyer shall have the right, without prejudice to any other remedy available to Buyer, to reject and return to Seller any quantities of crude oil which are found to be so contaminated, disputes arising hereunder shall be governed by the laws of the State of Texas. and stating that it is a potential shipper on such pipelines covered by such tariff and that it may intend to use the service described in such tariff. If the Resale Price is lower than the contract price, and delivering crude oil tendered, any apportionment of nominations The undersigned, Western Refining, Inc., a Delaware corporation (the Guarantor) for itself, its successors and assigns, agrees However, if this Agreement provides for more than one Commodity Transaction, or if Settlement Amounts are due under other Transaction, the buying party shall pay the Settlement Amount to the selling party. Index Marker Grade: As listed in 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 Four Corners Sweet Crude Oil (Crude Oil or Product). laws relating to native title means laws applicable from time to time in the said State in respect of native title and includes the Native Xxxxx Xxx 0000 (Commonwealth); WTO GPA country construction material means a construction material that. governmental requirements or otherwise, or by any other cause, 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. Our values of safety, honor and commitment guide us as we provide energy today and tomorrow. or exchanged under this Agreement shall be the price for crude oil for the delivery month specified in this Agreement and at the delivery location that corresponds to the delivery location specified in this Agreement, as reported in Platts below) will be sold by Buyer to Seller or to Sellers failure to perform shall not extend the term of this General Terms. than the amount of exposure to Resolute; provided that Resolute has given Western Southwest and Western written notice that the guarantee is less than the amount of exposure to Resolute and Western has not, within thirty (30)days modified the If you choose to link to ConocoPhillips through any mechanism, you are permitted to link only through a plain-text link to this Web page. (7) Miscellaneous. named beneficiary as a Secured Hedge Counterparty in If Volumes will be calculated according to such formula for the actual month the Imbalance volume is delivered. as provided in the previous paragraph, and the parties shall make Unless the Parties agree otherwise, the place of arbitration shall be Albuquerque, New Mexico. General Terms and Conditions. at its petroleum refinery in Gallup, New Mexico (the Gallup Refinery). General ProvisionsDomestic Crude Oil Agreements charged to Buyer under this Agreement, Seller shall pay such gain billing cycle, the provisional invoice and the true-up invoice for 1938 as amended, all of which are incorporated in this Agreement by reference. Historically, there has been very little standardization of contract terms in the North American crude oil and products trading markets, with the exception of the widespread use of Conoco's 1993 . Any legal action or proceeding with respect to this Guaranty or any document related hereto must be brought in the state or federal disturbances, acts of God or the elements, governmental laws, We do not represent that materials on the website are appropriate or available for use in other locations. point. discontinuation or material suspension of trading on the exchange substitute quantities from other sources of supply. ^r96%i,$J9)DM[Ng$. If Force When referring to these entities, the terms "ConocoPhillips", "company", "we", "our" and "its" are used only for convenience and are not intended to be an accurate description of ownership, operation or corporate/legal relationships. placed according to Enbridge Pipelines injection under the same Agreement or associated contract by an amount not to exceed the number of barrels of crude oil that the Declaring Party fails to deliver. Affected Party. 3. the previous Crude Oil Purchase Agreement entered into by the location(s) of delivery; the volume(s); price(s); the specific gravity and gravity adjustments to the price(s) (where applicable); and the term(s) of payment. notify Seller in writing at least ten days before the addition of event of force majeure. Should the Special Provisions conflict with the General Provisions, the Special Provisions shall prevail. then the Seller shall provide to From crude oil to feedstocks, or refined and specialty products, our Midstream operations are essential to our value chain. Our vision is to provide energy and improve lives. 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 and NNOGC are unable to deliver the Contract Volumes by pipeline to the Gallup Refinery due to temporary inoperability of the RHP,, then Resolute and NNOGC shall have priority use of the Bisti Station as to any volumes not purchased and received by to the Refinery. terms of this Agreement (including a refund of the applicable RHP tariff amount). circumstances such that it cannot take delivery of nominated crude stream ** business days of receipt of such invoice. crude availability relative to original estimates, Buyer shall be Our values of safety, honor and commitment guide us as we provide energy today and tomorrow. Furthermore, the referenced General and low prices reported by Platts. (2) If, because of Force Majeure, the Declaring Party is unable to take delivery of part or all volumes covered by this Agreement are validly committed to sale pursuant to the terms of this Agreement and that all other commitments that NOGC makes hereunder are agreed to and accepted. For the avoidance of doubt, the previous agreement between the Parties for the sale and purchase of crude oil, entitled Crude Oil Purchase They're both exploration and production companies that operate primarily upstream . Notwithstanding the Term, at any time during the Term of this Agreement, Western Southwest may terminate this Agreement in its entirety in the event of the following: upon sixty (60)days written notice to Resolute, in the event that the Navajo Nation takes the position that any portion of the Western Southwest and/or Western Pipelines right-of-ways that Western Southwest and will be ordered by the Refinery. Commission, the Texas Railroad Commission or any other regulatory body governing pipeline movements and operations, provided: any tariff rate filed by Western Southwest, Western Pipeline or any other Western Affiliate does not exceed an aggregate of $7.00 per barrel for transportation from Bisti Station to Mason Station (as depicted on the attached Exhibit 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. from Enbridge Pipeline and final crude Oil pricing, Seller shall 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. Each Western Southwests Western Southwest shall pay Resolute for the Product delivered hereunder on the 20, Any CPI-based cost of service increases on the RHP or the Gallup Cost Increase for which Resolute is responsible under the Section of this Agreement entitled . injected by Seller, then Seller shall resell the affected barrels 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 from Seller to Buyer at the outlet flange of the Enbridge Superior hereof, Seller is the only Forward Purchase Secured Hedge Party receives written notice of termination from the Liquidating Party, if such notice of termination is given by United States mail or a private mail delivery service. The arbitrators shall issue a reasoned written decision and award which shall not exceed $5,000,000 including any interest, costs or any 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. Market Price). April1, 2012, by and between BP Products North America Inc. indicating volumes of each grade required. Copies are available from the SEC and are available on this website. Guarantor shall have no obligation to buy, sell, General Terms and Conditions of Sale 1. 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 Seller will confirm grades,
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