Offtake Agreement Sample Contracts

Calumet Specialty Products – First Amendment to Supply and Offtake Agreement (May 15th, 2018)

THIS FIRST AMENDMENT TO SUPPLY AND OFFTAKE AGREEMENT (this "First Amendment") is entered into as of the First Amendment Closing Date (as defined below), between Macquarie Energy North America Trading Inc., a Delaware corporation ("Macquarie"), and Calumet Shreveport Refining, LLC, a Delaware limited liability company, formerly known as Calumet Shreveport Lubricants & Waxes, LLC, a Delaware limited liability company, and successor by merger to Calumet Shreveport Fuels, LLC, a Delaware limited liability company (the "Company").

Calumet Specialty Products – Temporary Waiver Under Supply and Offtake Agreement (April 2nd, 2018)

This Waiver to Supply and Offtake Agreement (this "Agreement") dated as of November 14, 2017 (the "Effective Date") is among CALUMET SHREVEPORT REFINING, LLC, a Delaware limited liability company (f/k/a Calumet Shreveport Lubricants & Waxes, LLC, as surviving entity of the merger of Calumet Shreveport Fuels, LLC with and into Calumet Shreveport Lubricants & Waxes, LLC) ("Calumet"), and MACQUARIE ENERGY NORTH AMERICA TRADING INC., a Delaware corporation ("Macquarie").

Calumet Specialty Products – TEMPORARY WAIVER UNDER Supply and Offtake Agreement (April 2nd, 2018)

This Temporary Waiver to Supply and Offtake Agreement (this "Agreement") dated as of December 12, 2017 (the "Effective Date") is among CALUMET SHREVEPORT REFINING, LLC, a Delaware limited liability company (f/k/a Calumet Shreveport Lubricants & Waxes, LLC, as surviving entity of the merger of Calumet Shreveport Fuels, LLC with and into Calumet Shreveport Lubricants & Waxes, LLC) ("Calumet"), and MACQUARIE ENERGY NORTH AMERICA TRADING INC., a Delaware corporation ("Macquarie").

Delta Petroleum Corporation – AMENDED AND RESTATED SUPPLY AND OFFTAKE AGREEMENT Dated as of December 21, 2017 Between J. ARON & COMPANY LLC and PAR HAWAII REFINING, LLC (December 22nd, 2017)

This Amended and Restated Supply and Offtake Agreement (this Agreement) is made as of December 21, 2017 (the Restatement Effective Date), between J. Aron & Company LLC f/k/a J. Aron & Company (Aron), a New York limited liability company, located at 200 West Street, New York, New York 10282-2198, and Par Hawaii Refining, LLC f/k/a Hawaii Independent Energy, LLC (the Company), a Hawaii limited liability company, located at 800 Gessner Road, Suite 875, Houston, Texas 77024 (each referred to individually as a Party or collectively as the Parties).

Calumet Specialty Products – SUPPLY AND OFFTAKE AGREEMENT Dated as of June 19, 2017 Between Macquarie Energy North America Trading Inc. CALUMET SHREVEPORT FUELS, LLC and CALUMET SHREVEPORT LUBRICANTS & WAXES, LLC (August 7th, 2017)
Green Dragon Wood Products, Inc. – OFFTAKE AGREEMENT THIS OFFTAKE AGREEMENT (This "Agreement") Is Made on the Twentyfifth [________] Day of BETWEEN ZEECOL LIMITED Seller") AND a [_____________] DAIRIES LIMITED Buyer") at Christchurch, New Zealand ("The at Ashburton, New Zealand ("The (May 15th, 2017)

A. The Seller and the Buyer (collectively, the "Parties", and each individually a "Party") are desirous of entering into an agreement whereby the Seller will sell and the Buyer will purchase a portion of Seller's Products (as defined below) produced by the Sellers Anaerobic Digester (as defined below); and B. The Seller desires to sell to the Buyer and the Buyer desires to purchase from the Seller the Products pursuant to the terms and conditions of this Agreement;

Delta Petroleum Corporation – Amendment to Supply and Offtake Agreement (May 10th, 2017)

THIS AMENDMENT TO SUPPLY AND OFFTAKE AGREEMENT (this "Amendment") is made and entered into as of May 8, 2017, by and between Par Hawaii Refining, LLC f/k/a Hawaii Independent Energy, LLC (the "Company") and J. Aron & Company LLC ("Aron") (each referred to individually as a "Party" and collectively, the "Parties").

Delek US Holdings – SECOND AMENDED AND RESTATED MASTER SUPPLY AND OFFTAKE AGREEMENT Dated as of February 27, 2017 Among J. ARON & COMPANY, LION OIL COMPANY and LION OIL TRADING & TRANSPORTATION, LLC (May 9th, 2017)

This Second Amended and Restated Supply and Offtake Agreement (this "Agreement") is made as of February 27, 2017 (the "Second Restatement Effective Date"), among J. Aron & Company ("Aron"), a general partnership organized under the laws of New York and located at 200 West Street, New York, New York 10282-2198, Lion Oil Company (the "Company"), a corporation organized under the laws of Arkansas located at 7102 Commerce Way, Brentwood, Tennessee 37027, and Lion Oil Trading & Transportation, LLC ("LOTT"), a limited liability company organized under the laws of Texas (formerly known as Lion Oil Trading & Transportation, Inc., a corporation organized under the laws of Arkansas) and located at 7102 Commerce Way, Brentwood, Tennessee 37027 (each referred to individually as a "Party" or collectively as the "Parties").

Alon USA – AMENDMENT to SECOND AMENDED AND RESTATED SUPPLY AND OFFTAKE AGREEMENT (February 27th, 2017)

THIS AMENDMENT to SECOND AMENDED AND RESTATED SUPPLY AND OFFTAKE AGREEMENT (this "Amendment"), dated as of January 13, 2017 is made between J. Aron & Company, a general partnership organized under the laws of New York ("Aron") located at 200 West Street, New York, New York 10282-2198, and Alon Refining Krotz Springs, Inc. (the "Company"), a Delaware corporation located at Hwy. 105 South, Krotz Springs, Louisiana 70750-0453 (each referred to individually as a "Party" or collectively as the "Parties").

LONG TERM OFFTAKE AGREEMENT BY AND BETWEEN COMPANIA MINERA TECK CARMEN DE ANDACOLLO AND RGLD GOLD AG DATED: As of July 9, 2015 (November 5th, 2015)

WHEREAS, Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, Refined Gold on and subject to the terms and conditions of this Agreement;

Philadelphia Energy Solutions Inc. – AMENDED AND RESTATED SUPPLY AND OFFTAKE AGREEMENT Dated as of October 7, 2014 Among PHILADELPHIA ENERGY SOLUTIONS REFINING AND MARKETING LLC, as PESRM and MERRILL LYNCH COMMODITIES, INC., as MLC and THE OTHER TRANSACTION PARTIES HERETO (July 21st, 2015)

THIS AMENDED AND RESTATED SUPPLY AND OFFTAKE AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this Agreement) dated as of October 7, 2014 is by and among MERRILL LYNCH COMMODITIES, INC., a corporation organized under the laws of the State of Delaware (MLC), PHILADELPHIA ENERGY SOLUTIONS REFINING AND MARKETING LLC, a limited liability company organized under the laws of Delaware (PESRM), and the Guarantors party hereto from time to time (each of MLC and PESRM referred to individually as a Party or collectively as the Parties and each of PESRM and the Guarantors referred to individually as a Transaction Party or collectively as the Transaction Parties).

Philadelphia Energy Solutions Inc. – Consulting Agreement (July 17th, 2015)

This consulting agreement (the Agreement), dated as of October 7, 2014, is made by Philadelphia Energy Solutions Refining and Marketing LLC, a Delaware limited liability company the principal business address of which is 1735 Market Street, Philadelphia, Pennsylvania 19103 (Consultant), and PES Inventory Company, LLC (PESIC), a Delaware limited liability company the principal business address of which is 1735 Market Street, Philadelphia, Pennsylvania 19103. Consultant and PESIC are each referred to herein as a Party and collectively as the Parties.

Philadelphia Energy Solutions Inc. – AMENDED AND RESTATED SUPPLY AND OFFTAKE AGREEMENT Dated as of October 7, 2014 Among PHILADELPHIA ENERGY SOLUTIONS REFINING AND MARKETING LLC, as PESRM and MERRILL LYNCH COMMODITIES, INC., as MLC and THE OTHER TRANSACTION PARTIES HERETO (July 2nd, 2015)

THIS AMENDED AND RESTATED SUPPLY AND OFFTAKE AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this Agreement) dated as of October 7, 2014 is by and among MERRILL LYNCH COMMODITIES, INC., a corporation organized under the laws of the State of Delaware (MLC), PHILADELPHIA ENERGY SOLUTIONS REFINING AND MARKETING LLC, a limited liability company organized under the laws of Delaware (PESRM), and the Guarantors party hereto from time to time (each of MLC and PESRM referred to individually as a Party or collectively as the Parties and each of PESRM and the Guarantors referred to individually as a Transaction Party or collectively as the Transaction Parties).

Delta Petroleum Corporation – SUPPLY AND OFFTAKE AGREEMENT Dated as of June 1, 2015 Between J. ARON & COMPANY and HAWAII INDEPENDENT ENERGY, LLC (June 2nd, 2015)

This Supply and Offtake Agreement (this Agreement) is made as of June 1, 2015 (the Effective Date), between J. Aron & Company (Aron), a general partnership organized under the laws of New York and located at 200 West Street, New York, New York 10282-2198, and Hawaii Independent Energy, LLC (the Company), a Hawaii limited liability company, located at 800 Gessner Road, Suite 875, Houston, Texas 77024 (each referred to individually as a Party or collectively as the Parties).

Philadelphia Energy Solutions Inc. – AMENDMENT No. 1 to AMENDED AND RESTATED SUPPLY AND OFFTAKE AGREEMENT (May 28th, 2015)

This AMENDMENT No. 1 to AMENDED AND RESTATED SUPPLY AND OFFTAKE AGREEMENT (this Amendment), dated as of April 14, 2015, is entered into by and among PHILADELPHIA ENERGY SOLUTIONS REFINING AND MARKETING LLC, a Delaware limited liability company (PESRM), PES ADMINISTRATIVE SERVICES, LLC, a Delaware limited liability company (PESA), and MERRILL LYNCH COMMODITIES, INC., a Delaware corporation (MLC).

Alon USA – Contract (May 8th, 2015)

PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

Alon USA – SECOND AMENDED AND RESTATED SUPPLY AND OFFTAKE AGREEMENT Dated as of February 1, 2015 Between J. ARON & COMPANY And (May 8th, 2015)

This Second Amended and Restated Supply and Offtake Agreement (this "Agreement") is made as of February 1, 2015 (the "Effective Date"), between J. Aron & Company ("Aron"), a general partnership organized under the laws of New York and located at 200 West Street, New York, New York 10282-2198, and Alon USA, LP (the "Company"), a limited partnership organized under the laws of Texas located at 12700 Park Central Dr., Suite 1600, Dallas, Texas 75251 (each referred to individually as a "Party" or collectively as the "Parties").

Philadelphia Energy Solutions Inc. – AMENDED AND RESTATED SUPPLY AND OFFTAKE AGREEMENT Dated as of October 7, 2014 Among PHILADELPHIA ENERGY SOLUTIONS REFINING AND MARKETING LLC, as PESRM and MERRILL LYNCH COMMODITIES, INC., as MLC and THE OTHER TRANSACTION PARTIES HERETO (April 14th, 2015)

THIS AMENDED AND RESTATED SUPPLY AND OFFTAKE AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this Agreement) dated as of October 7, 2014 is by and among MERRILL LYNCH COMMODITIES, INC., a corporation organized under the laws of the State of Delaware (MLC), PHILADELPHIA ENERGY SOLUTIONS REFINING AND MARKETING LLC, a limited liability company organized under the laws of Delaware (PESRM), and the Guarantors party hereto from time to time (each of MLC and PESRM referred to individually as a Party or collectively as the Parties and each of PESRM and the Guarantors referred to individually as a Transaction Party or collectively as the Transaction Parties).

Philadelphia Energy Solutions Inc. – Terminal Services Agreement (Marcus Hook - Butane) (April 14th, 2015)

This Terminal Services Agreement (this Agreement) is made and entered into as of September 8, 2012 (the Effective Date) between SUNOCO, INC. (R&M) (R&M) and PHILADELPHIA ENERGY SOLUTIONS REFINING AND MARKETING LLC (Customer or PES). R&M and Customer are sometimes hereinafter referred to each as a Party and collectively as the Parties.

Alon USA – AMENDMENT to THE SUPPLY AND OFFTAKE AGREEMENT (August 8th, 2014)

THIS AMENDMENT to THE SUPPLY AND OFFTAKE AGREEMENT (this "Amendment"), dated as of February 1, 2013 is made between J. Aron & Company, a general partnership organized under the laws of New York ("Aron") located at 200 West Street, New York, New York 10282-2198, and Alon USA, LP (the "Company"), a limited partnership organized under the laws of Texas located at 12700 Park Central Dr., Suite 1600, Dallas, Texas 75251 (each referred to individually as a "Party" or collectively as the "Parties").

Alon USA – AMENDMENT to THE SUPPLY AND OFFTAKE AGREEMENT (August 8th, 2014)

THIS AMENDMENT to THE SUPPLY AND OFFTAKE AGREEMENT (this "Amendment"), dated as of February 1, 2013 is made between J. Aron & Company, a general partnership organized under the laws of New York ("Aron") located at 200 West Street, New York, New York 10282-2198, and Alon Refining Krotz Springs, Inc. (the "Company"), a Delaware corporation located at 12700 Park Central Dr., Suite 1600, Dallas, Texas 75251 (each referred to individually as a "Party" or collectively as the "Parties").

Delek US Holdings – AMENDED AND RESTATED MASTER SUPPLY AND OFFTAKE AGREEMENT Dated as of December 23, 2013 Among J. ARON & COMPANY, LION OIL COMPANY and LION OIL TRADING & TRANSPORTATION, LLC (June 26th, 2014)

This Amended and Restated Supply and Offtake Agreement (this Agreement) is made as of December 23, 2013 (the Effective Date), among J. Aron & Company (Aron), a general partnership organized under the laws of New York and located at 200 West Street, New York, New York 10282-2198, Lion Oil Company (the Company), a corporation organized under the laws of Arkansas located at 7102 Commerce Way, Brentwood, Tennessee 37027, and Lion Oil Trading & Transportation, LLC (LOTT), a limited liability company organized under the laws of Texas (formerly known as Lion Oil Trading & Transportation, Inc., a corporation organized under the laws of Arkansas) and located at 7102 Commerce Way, Brentwood, Tennessee 37027 (each referred to individually as a Party or collectively as the Parties).

Delek US Holdings – Amendment No. 1 to the Supply and Offtake Agreement (August 8th, 2013)

THIS AMENDMENT No. 1 to THE SUPPLY AND OFFTAKE AGREEMENT (this "Amendment"), dated as of November 7, 2012 is made among J. Aron & Company ("Aron"), a general partnership organized under the laws of New York and located at 200 West Street, New York, New York 10282-2198, Lion Oil Company ("Lion"), a corporation organized under the laws of Arkansas and located at 7102 Commerce Way, Brentwood, Tennessee 37027, and Lion Oil Trading & Transportation, LLC ("LOTT", together with Lion, the "Company"), a limited liability company organized under the laws of Texas (formerly known as Lion Oil Trading & Transportation, Inc., a corporation organized under the laws of Arkansas) and located at 7102 Commerce Way, Brentwood, Tennessee 37027 (each referred to individually as a "Party" or collectively as the "Parties").

Alon Refining Krotz Springs, Inc. – AMENDMENT to THE SUPPLY AND OFFTAKE AGREEMENT (May 15th, 2013)

THIS AMENDMENT to THE SUPPLY AND OFFTAKE AGREEMENT (this "Amendment"), dated as of February 1, 2013 is made between J. Aron & Company, a general partnership organized under the laws of New York ("Aron") located at 200 West Street, New York, New York 10282-2198, and Alon Refining Krotz Springs, Inc. (the "Company"), a Delaware corporation located at 12700 Park Central Dr., Suite 1600, Dallas, Texas 75251 (each referred to individually as a "Party" or collectively as the "Parties").

Alon USA – AMENDMENT to THE SUPPLY AND OFFTAKE AGREEMENT (May 10th, 2013)

THIS AMENDMENT to THE SUPPLY AND OFFTAKE AGREEMENT (this "Amendment"), dated as of February 1, 2013 is made between J. Aron & Company, a general partnership organized under the laws of New York ("Aron") located at 200 West Street, New York, New York 10282-2198, and Alon USA, LP (the "Company"), a limited partnership organized under the laws of Texas located at 12700 Park Central Dr., Suite 1600, Dallas, Texas 75251 (each referred to individually as a "Party" or collectively as the "Parties").

Alon USA Partners Lp – AMENDMENT to THE SUPPLY AND OFFTAKE AGREEMENT (May 10th, 2013)

THIS AMENDMENT to THE SUPPLY AND OFFTAKE AGREEMENT (this "Amendment"), dated as of February 1, 2013 is made between J. Aron & Company, a general partnership organized under the laws of New York ("Aron") located at 200 West Street, New York, New York 10282-2198, and Alon USA, LP (the "Company"), a limited partnership organized under the laws of Texas located at 12700 Park Central Dr., Suite 1600, Dallas, Texas 75251 (each referred to individually as a "Party" or collectively as the "Parties").

Alon USA – AMENDMENT to THE SUPPLY AND OFFTAKE AGREEMENT (May 10th, 2013)

THIS AMENDMENT to THE SUPPLY AND OFFTAKE AGREEMENT (this "Amendment"), dated as of February 1, 2013, is made between J. Aron & Company, a general partnership organized under the laws of New York ("Aron") located at 200 West Street, New York, New York 10282-2198, and Alon Supply Inc., a corporation organized under the laws of Delaware (the "Company"), located at 12700 Park Central Dr., Suite 1600, Dallas, Texas 75251 (each referred to individually as a "Party" or collectively as the "Parties").

Alon USA – AMENDMENT to THE SUPPLY AND OFFTAKE AGREEMENT (May 10th, 2013)

THIS AMENDMENT to THE SUPPLY AND OFFTAKE AGREEMENT (this "Amendment"), dated as of February 1, 2013 is made between J. Aron & Company, a general partnership organized under the laws of New York ("Aron") located at 200 West Street, New York, New York 10282-2198, and Alon Refining Krotz Springs, Inc. (the "Company"), a Delaware corporation located at 12700 Park Central Dr., Suite 1600, Dallas, Texas 75251 (each referred to individually as a "Party" or collectively as the "Parties").

Alon USA Partners Lp – Offtake Agreement (November 26th, 2012)

THIS OFFTAKE AGREEMENT (this Agreement), is made, entered into and effective as of November 26, 2012 (the Effective Date), by and between ALON USA, LP, a Texas limited partnership (Seller), and PARAMOUNT PETROLEUM CORPORATION, a Delaware corporation (PPC, and sometimes Buyer).

Alon USA – Offtake Agreement (November 26th, 2012)

THIS OFFTAKE AGREEMENT (this Agreement), is made, entered into and effective as of November 26, 2012 (the Effective Date), by and between ALON USA, LP, a Texas limited partnership (Seller), and PARAMOUNT PETROLEUM CORPORATION, a Delaware corporation (PPC, and sometimes Buyer).

PBF Energy Inc. – Second Amendment to Second Amended and Restated Products Offtake Agreement (November 7th, 2012)

THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED PRODUCTS OFFTAKE AGREEMENT (this Amendment) made as of October 11, 2012 (the Effective Date) is entered into by and among Morgan Stanley Capital Group Inc. (MSCG), TransMontaigne Product Services Inc. (TPSI), Delaware City Refining Company LLC (DCRC) and PBF Holding Company LLC (PBFH), each sometimes referred to herein as a Party and, collectively, as the Parties.

Alon USA Partners Lp – Form of Offtake Agreement by and Between Alon USA, LP and Paramount Petroleum Corporation Dated (October 26th, 2012)
PBF Energy Inc. – Amended and Restated Products Offtake Agreement (September 17th, 2012)

This Second Amended and Restated Products Offtake Agreement is made as of July 30, 2012 to be effective as of August 1, 2012 (the Effective Date) at 00:00:01 a.m. EPT between Morgan Stanley Capital Group Inc., a Delaware corporation whose principal place of business is located at 2000 Westchester Avenue, Floor 01, Purchase, New York 10577-2530 (MSCG); TransMontaigne Product Services Inc., a Delaware corporation whose principal place of business is located 1670 Broadway, Suite 3100, Denver, Colorado 80202 (TPSI) for purposes of the TPSI Applicable Provisions (as defined below) only; and Delaware City Refining Company LLC, a Delaware limited liability company who has a place of business located at One Sylvan Way, 2nd Floor, Parsippany, NJ 07054-3887 (DCRC) and PBF Holding Company LLC, a Delaware limited liability company who has a place of business located at One Sylvan Way, 2nd Floor, Parsippany, NJ 07054-3887 (PBFH) (each of MSCG, PBFH and DCRC are referred to individually as a Party o

PBF Energy Inc. – AMENDED AND RESTATED PRODUCTS OFFTAKE AGREEMENT Between MORGAN STANLEY CAPITAL GROUP INC. PBF HOLDING COMPANY LLC and PAULSBORO REFINING COMPANY LLC Dated as of August 30, 2012 (September 17th, 2012)

This Amended and Restated Products Offtake Agreement is made as of August 30, 2012 to be effective as of September 1, 2012 (the Effective Date) at 00:00:01 a.m. EPT between Morgan Stanley Capital Group Inc., a Delaware corporation whose principal place of business is located at 2000 Westchester Avenue, Floor 01, Purchase, New York 10577-2530 (MSCG), PBF Holding Company LLC, a Delaware limited liability company who has a place of business located at One Sylvan Way, 2nd Floor, Parsippany, NJ 07054-3887 (PBFH), and Paulsboro Refining Company LLC, a Delaware limited liability company who has a place of business is located at One Sylvan Way, 2nd Floor, Parsippany, NJ 07054-3887 (PRC) (each of MSCG, PBF and PRC referred to individually as a Party or collectively as the Parties and, as used throughout this Agreement, the term Party in the singular shall be deemed either to refer to both PBF and PRC, jointly and severally, or to MSCG).

PBF Energy Inc. – Offtake Agreement (February 22nd, 2012)

THIS OFFTAKE AGREEMENT (this Agreement) is made and entered into as of March 1, 2011 (the Effective Date), by and among SUNOCO, INC. (R&M), a corporation organized and existing under the laws of the Commonwealth of Pennsylvania (Sunoco), and TOLEDO REFINING COMPANY LLC, a limited liability company organized and existing under the laws of the State of Delaware (PBF).