Third Amendment and Restatement of Schedules to Third Amended and Restated Omnibus Agreement, dated and effective as of May 15, 2020
EX-10.2 3 ex102-thirdamendedandr.htm EXHIBIT 10.2 3RD AMENDED AND RESTATED SCHEDULES TO OMNIBUS Exhibit
By: /s/ Odely Sakazi
Name: Odely Sakazi
Title: Senior Vice President
El Dorado Terminal and Tankage Transaction Agreement
Exhibit 10.2
Execution Version
Third Amendment and Restatement
of Schedules to Third Amended and Restated Omnibus Agreement
of Schedules to Third Amended and Restated Omnibus Agreement
A Third Amended and Restated Omnibus Agreement was executed as of March 31, 2015 (as amended to date, supplemented or modified to date, the “Amended and Restated Omnibus Agreement”), among Delek US Energy, Inc. (f/k/a Delek US Holdings, Inc.), a Delaware corporation, on behalf of itself and the other Delek Entities (as defined therein), Delek Refining, Lion Oil, the Partnership, Paline, SALA, Magnolia, El Dorado, Crude Logistics, Marketing-Big Sandy, DMSLP, DKL Transportation, LLC, OpCo, Delek US Holdings, Inc. (f/k/a Delek Holdco, Inc.), a Delaware corporation, Alon USA Partners, LP, a Delaware limited partnership, Alon USA GP II, LLC, a Delaware limited liability company, Alon USA Delaware, LLC, a Delaware limited liability company, Alon USA Refining, LLC, a Delaware limited liability company, Alon USA, LP, a Texas limited partnership, Alon Paramount Holdings, Inc., a Delaware corporation, DKL Big Spring, LLC, a Delaware limited liability company, DKL Permian Gathering, LLC, a Texas limited liability company, and the General Partner. Capitalized terms not otherwise defined in this document shall have the terms set forth in the Amended and Restated Omnibus Agreement.
The Parties agree that the Schedules are hereby amended and restated in their entirety effective as of May 15, 2020 to be as attached hereto. Pursuant to Section 9.12 of the Amended and Restated Omnibus Agreement, such amended and restated Schedules shall replace the prior Schedules as of the date hereof and shall be incorporated by reference into the Amended and Restated Omnibus Agreement for all purposes.
[Signature Pages Follow]
Executed as of May 15, 2020.
DELEK US HOLDINGS, INC.
By: /s/ Frederec Green
Name: Frederec Green
Title: Executive Vice President, Corporate
By: /s/ Frederec Green
Name: Frederec Green
Title: Executive Vice President, Corporate
Development
By: /s/ Abby Yates
Name: Abby Yates
Title: Executive Vice President and General
Name: Abby Yates
Title: Executive Vice President and General
Counsel
Executed as of May 15, 2020.
DELEK US ENERGY, INC.
By: /s/ Frederec Green
Name: Frederec Green
Title: Executive Vice President, Corporate
By: /s/ Frederec Green
Name: Frederec Green
Title: Executive Vice President, Corporate
Development
By: /s/ Abby Yates
Name: Abby Yates
Title: Executive Vice President and General
Name: Abby Yates
Title: Executive Vice President and General
Counsel
Executed as of May 15, 2020.
DELEK REFINING, LTD.
By: DELEK U.S. REFINING GP, LLC,
its general partner
By: /s/ Frederec Green
Name: Frederec Green
Title: Executive Vice President, Corporate
By: DELEK U.S. REFINING GP, LLC,
its general partner
By: /s/ Frederec Green
Name: Frederec Green
Title: Executive Vice President, Corporate
Development
By: /s/ Abby Yates
Name: Abby Yates
Title: Executive Vice President and General
Name: Abby Yates
Title: Executive Vice President and General
[Signature Page to Amendment and Restatement
of Schedules to Third Amended and Restated Omnibus Agreement]
Counsel
Executed as of May15, 2020.
LION OIL COMPANY
By: /s/ Frederec Green
Name: Frederec Green
Title: Executive Vice President, Corporate
By: /s/ Frederec Green
Name: Frederec Green
Title: Executive Vice President, Corporate
Development
By: /s/ Abby Yates
Name: Abby Yates
Title: Executive Vice President and General
Name: Abby Yates
Title: Executive Vice President and General
Counsel
Executed as of May 15, 2020.
DELEK LOGISTICS PARTNERS, LP
By: Delek Logistics GP, LLC,
its general partner
By: /s/ Odely Sakazi
Name: Odely Sakazi
Title: Senior Vice President
By: Delek Logistics GP, LLC,
its general partner
By: /s/ Odely Sakazi
Name: Odely Sakazi
Title: Senior Vice President
By: /s/ Avigal Soreq
Name: Avigal Soreq
Title: Executive Vice President and Chief
Name: Avigal Soreq
Title: Executive Vice President and Chief
Operating Officer
Executed as of May 15, 2020.
PALINE PIPELINE COMPANY, LLC
By: /s/ Odely Sakazi
Name: Odely Sakazi
Title: Senior Vice President
By: /s/ Odely Sakazi
Name: Odely Sakazi
Title: Senior Vice President
By: /s/ Avigal Soreq
Name: Avigal Soreq
Title: Executive Vice President and Chief
Name: Avigal Soreq
Title: Executive Vice President and Chief
Operating Officer
[Signature Page to Third Amendment and Restatement
of Schedules to Third Amended and Restated Omnibus Agreement]
Executed as of May15, 2020.
SALA GATHERING SYSTEMS, LLC
By: /s/ Odely Sakazi
Name: Odely Sakazi
Title: Senior Vice President
By: /s/ Odely Sakazi
Name: Odely Sakazi
Title: Senior Vice President
By: /s/ Avigal Soreq
Name: Avigal Soreq
Title: Executive Vice President and Chief
Name: Avigal Soreq
Title: Executive Vice President and Chief
Operating Officer
Executed as of May 15, 2020.
MAGNOLIA PIPELINE COMPANY, LLC
By: /s/ Odely Sakazi
Name: Odely Sakazi
Title: Senior Vice President
By: /s/ Odely Sakazi
Name: Odely Sakazi
Title: Senior Vice President
By: /s/ Avigal Soreq
Name: Avigal Soreq
Title: Executive Vice President and Chief
Name: Avigal Soreq
Title: Executive Vice President and Chief
Operating Officer
Executed as of May 15, 2020.
EL DORADO PIPELINE COMPANY, LLC
By: /s/ Odely Sakazi
Name: Odely Sakazi
Title: Senior Vice President
By: /s/ Odely Sakazi
Name: Odely Sakazi
Title: Senior Vice President
By: /s/ Avigal Soreq
Name: Avigal Soreq
Title: Executive Vice President and Chief
Name: Avigal Soreq
Title: Executive Vice President and Chief
Operating Officer
Executed as of May 15, 2020.
DELEK CRUDE LOGISTICS, LLC
By: /s/ Odely Sakazi
By: /s/ Odely Sakazi
[Signature Page to Third Amendment and Restatement
of Schedules to Third Amended and Restated Omnibus Agreement]
Name: Odely Sakazi
Title: Senior Vice President
Title: Senior Vice President
By: /s/ Avigal Soreq
Name: Avigal Soreq
Title: Executive Vice President and Chief
Name: Avigal Soreq
Title: Executive Vice President and Chief
Operating Officer
Executed as of May 15, 2020.
DELEK MARKETING-BIG SANDY, LLC
By: /s/ Odely Sakazi
Name: Odely Sakazi
Title: Senior Vice President
By: /s/ Odely Sakazi
Name: Odely Sakazi
Title: Senior Vice President
By: /s/ Avigal Soreq
Name: Avigal Soreq
Title: Executive Vice President and Chief
Name: Avigal Soreq
Title: Executive Vice President and Chief
Operating Officer
Executed as of May 15, 2020.
DELEK MARKETING & SUPPLY, LP
By: Delek Marketing GP, LLC,
its general partner
By: /s/ Odely Sakazi
Name: Odely Sakazi
Title: Senior Vice President
By: Delek Marketing GP, LLC,
its general partner
By: /s/ Odely Sakazi
Name: Odely Sakazi
Title: Senior Vice President
By: /s/ Avigal Soreq
Name: Avigal Soreq
Title: Executive Vice President and Chief
Name: Avigal Soreq
Title: Executive Vice President and Chief
Operating Officer
Executed as of May 15, 2020.
[Signature Page to Third Amendment and Restatement
of Schedules to Third Amended and Restated Omnibus Agreement]
ALON USA PARTNERS, LP
By: Alon USA Partners GP, LLC
its general partner
By: /s/ Frederec Green
Name: Frederec Green
Title: Executive Vice President, Corporate
Name: Frederec Green
Title: Executive Vice President, Corporate
Development
By: /s/ Abby Yates
Name: Abby Yates
Title: Executive Vice President and General
Name: Abby Yates
Title: Executive Vice President and General
Counsel
Executed as of May 15, 2020.
ALON USA GP II, LLC
By: /s/ Frederec Green
Name: Frederec Green
Title: Executive Vice President, Corporate
Name: Frederec Green
Title: Executive Vice President, Corporate
Development
By: /s/ Abby Yates
Name: Abby Yates
Title: Executive Vice President and General
Name: Abby Yates
Title: Executive Vice President and General
Counsel
Executed as of May 15, 2020.
ALON USA DELAWARE, LLC
By: /s/ Frederec Green
Name: Frederec Green
Title: Executive Vice President, Corporate
Name: Frederec Green
Title: Executive Vice President, Corporate
Development
By: /s/ Abby Yates
Name: Abby Yates
Title: Executive Vice President and General
Name: Abby Yates
Title: Executive Vice President and General
Counsel
[Signature Page to Third Amendment and Restatement
of Schedules to Third Amended and Restated Omnibus Agreement]
Executed as of May 15, 2020.
ALON USA REFINING, LLC
By: /s/ Frederec Green
Name: Frederec Green
Title: Executive Vice President, Corporate
Name: Frederec Green
Title: Executive Vice President, Corporate
Development
By: /s/ Abby Yates
Name: Abby Yates
Title: Executive Vice President and General
Name: Abby Yates
Title: Executive Vice President and General
Counsel
Executed as of May 15, 2020.
ALON USA, LP
By: Alon USA GP II, LLC
its general partner
By: /s/ Frederec Green
Name: Frederec Green
Title: Executive Vice President, Corporate
Name: Frederec Green
Title: Executive Vice President, Corporate
Development
By: /s/ Abby Yates
Name: Abby Yates
Title: Executive Vice President and General
Name: Abby Yates
Title: Executive Vice President and General
Counsel
Executed as of May 15, 2020.
DKL TRANSPORTATION, LLC
By: /s/ Odely Sakazi
Name: Odely Sakazi
Title: Senior Vice President
Name: Odely Sakazi
Title: Senior Vice President
By: /s/ Avigal Soreq
Name: Avigal Soreq
Title: Executive Vice President and Chief
Name: Avigal Soreq
Title: Executive Vice President and Chief
[Signature Page to Third Amendment and Restatement
of Schedules to Third Amended and Restated Omnibus Agreement]
Operating Officer
Executed as of May 15, 2020.
DELEK LOGISTICS OPERATING, LLC
By: /s/ Odely Sakazi
Name: Odely Sakazi
Title: Senior Vice President
Name: Odely Sakazi
Title: Senior Vice President
By: /s/ Avigal Soreq
Name: Avigal Soreq
Title: Executive Vice President and Chief
Name: Avigal Soreq
Title: Executive Vice President and Chief
Operating Officer
Executed as of May 15, 2020.
DELEK LOGISTICS GP, LLC
By: /s/ Odely Sakazi
Name: Odely Sakazi
Title: Senior Vice President
Name: Odely Sakazi
Title: Senior Vice President
By: /s/ Avigal Soreq
Name: Avigal Soreq
Title: Executive Vice President and Chief
Name: Avigal Soreq
Title: Executive Vice President and Chief
Operating Officer
Executed as of May 15, 2020.
DKL BIG SPRING, LLC
By: /s/ Odely Sakazi
Name: Odely Sakazi
Title: Senior Vice President
By: /s/ Avigal Soreq
Name: Avigal Soreq
Title: Executive Vice President and Chief
Name: Avigal Soreq
Title: Executive Vice President and Chief
Operating Officer
[Signature Page to Third Amendment and Restatement
of Schedules to Third Amended and Restated Omnibus Agreement]
Executed as of May 15, 2020.
ALON PARAMOUNT HOLDINGS, INC.
By: /s/ Frederec Green
Name: Frederec Green
Title: Executive Vice President, Corporate
By: /s/ Frederec Green
Name: Frederec Green
Title: Executive Vice President, Corporate
Development
By: /s/ Abby Yates
Name: Abby Yates
Title: Executive Vice President and General
Name: Abby Yates
Title: Executive Vice President and General
Counsel
Executed as of May 15, 2020.
DKL PERMIAN GATHERING, LLC
By: /s/ Odely Sakazi
Name: Odely Sakazi
Title: Senior Vice President
By: /s/ Odely Sakazi
Name: Odely Sakazi
Title: Senior Vice President
By: /s/ Avigal Soreq
Name: Avigal Soreq
Title: Executive Vice President and Chief
Name: Avigal Soreq
Title: Executive Vice President and Chief
Operating Officer
[Signature Page to Third Amendment and Restatement
of Schedules to Third Amended and Restated Omnibus Agreement]
Schedule I
Pending Environmental Litigation
Pending Environmental Litigation
For Initial Transaction Agreement listed on Schedule IX
(1) | McMurrian v. Lion Oil Company, Circuit Court of Union County, Arkansas, Case No. CIV-2001-213. |
For Tyler Terminal and Tankage Transaction Agreement listed on Schedule IX
(1) | Consent Decree entered in United States v. Tyler Holding Company, Inc. and Delek Refining, Ltd., case no. 6:09-cv-319 (Eastern District of Texas). |
(2) | Any conditions or events reported to a governmental entity or other regulatory person prior to July 26, 2013. |
For El Dorado Terminal and Tankage Transaction Agreement listed on Schedule IX
(1) | Consent Decree entered in United States and State of Arkansas v. Lion Oil Company, Civ. No. 03-1028 (Western District of Arkansas). |
(2) | Any conditions or events reported to a governmental entity or other regulatory person prior to February 10, 2014. |
(3) | Any matters described in either (a) the report of E.Vironment prepared for Delek US dated March 29, 2011 or (b) the draft report of Environmental Resources Management prepared for the Partnership dated February 7, 2014. |
For Tyler Tankage Agreement listed on Schedule IX
(1) | Consent Decree entered in United States v. Tyler Holding Company, Inc. and Delek Refining, Ltd., case no. 6:09-cv-319 (Eastern District of Texas). |
(2) | Any conditions or events reported to a governmental entity or other regulatory person prior to March 31, 2015. |
For El Dorado Rail Offloading Facility Transaction Agreement listed on Schedule IX
(1) | Consent Decree entered in United States and State of Arkansas v. Lion Oil Company, Civ. No. 03-1028 (Western District of Arkansas). |
(2) | Any conditions or events reported to a governmental entity or other regulatory person prior to March 31, 2015. |
(3) | Any matters described in either (a) the report of E.Vironment prepared for Delek US dated March 29, 2011 or (b) the draft report of Environmental Resources Management prepared for the Partnership dated February 7, 2014. |
For Big Spring Refinery Logistics Assets Transaction Agreement listed on Schedule IX
(1) | None. |
For Permian Gathering System Assets Transaction Agreement listed on Schedule IX
(1) | None. |
For Trucking Operations Transaction Agreement listed on Schedule IX
(1) | None. |
Schedule II
Environmental Matters
Environmental Matters
For Initial Transaction Agreement listed on Schedule IX
(1) | Subsurface plume at Big Sandy terminal. |
(2) | The following matters are deemed to have occurred or existed before the applicable Closing Date: |
a) | the release of crude oil initially detected on March 9, 2013 within a pumping facility at Delek Logistics’ Magnolia Station located west of the El Dorado refinery (the “Magnolia Release”); and |
b) | the release of crude oil initially identified on October 7, 2013, from the Delek Logistics gathering line near Macedonia, Arkansas (the “Macedonia Release”). |
Notwithstanding anything in this Agreement to the contrary, the Parties hereby acknowledge and agree that any Losses suffered or incurred by the Partnership Group, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of the Magnolia Release or the Macedonia Release, in each case whether such Loss is suffered or incurred before or after the applicable Closing Date, shall be Covered Environmental Losses.
For Tyler Terminal and Tankage Transaction Agreement listed on Schedule IX
(1) | A consent decree was entered in United States v. Tyler Holding Company, Inc. and Delek Refining, Ltd., case no. 6:09-cv-319 (Eastern District of Texas). |
(2) | Any conditions or events reported to a governmental entity or other regulatory person prior to July 26, 2013. |
For El Dorado Terminal and Tankage Transaction Agreement listed on Schedule IX
(1) | A consent decree was entered in United States and State of Arkansas v. Lion Oil Company, Civ. No. 03-1028 (Western District of Arkansas). |
(2) | Any conditions or events reported to a governmental entity or other regulatory person prior to February 10, 2014. |
(3) | Any matters described in either (a) the report of E.Vironment prepared for Delek US dated March 29, 2011 or (b) the draft report of Environmental Resources Management prepared for the Partnership dated February 7, 2014. |
For Tyler Tankage Agreement listed on Schedule IX
(1) | Any conditions or events reported to a governmental entity or other regulatory person prior to March 31, 2015. |
For El Dorado Rail Offloading Facility Transaction Agreement listed on Schedule IX
(1) | Any conditions or events reported to a governmental entity or other regulatory person prior to March 31, 2015. |
(2) | Any matters described in either (a) the report of E.Vironment prepared for Delek US dated March 29, 2011 or (b) the draft report of Environmental Resources Management prepared for the Partnership dated February 7, 2014. |
For Big Spring Refinery Logistics Assets Transaction Agreement listed on Schedule IX
(1) None.
For Permian Gathering System Assets Transaction Agreement listed on Schedule IX
(1) | None. |
For Trucking Operations Transaction Agreement listed on Schedule IX
(1) | None. |
Schedule III
Pending Litigation
Pending Litigation
For Initial Transaction Agreement listed on Schedule IX
(1) | Shell Trading (US) Company v. Lion Oil Trading & Transportation, Inc., District Court of Harris County, Texas, Cause No. 2009-11659. |
For Tyler Terminal and Tankage Transaction Agreement listed on Schedule IX
None.
For El Dorado Terminal and Tankage Transaction Agreement listed on Schedule IX
None.
For Tyler Tankage Agreement listed on Schedule IX
None.
For El Dorado Rail Offloading Facility Transaction Agreement listed on Schedule IX
None.
For Big Spring Refinery Logistics Assets Transaction Agreement listed on Schedule IX
None.
For Permian Gathering System Assets Transaction Agreement listed on Schedule IX
None.
For Trucking Operations Transaction Agreement listed on Schedule IX
None.
Schedule IV
General and Administrative Services
General and Administrative Services
(1) | Executive management services of Delek employees who devote less than 50% of their business time to the business and affairs of the Partnership Group, including Delek US stock-based compensation expense |
(2) | Financial and administrative services (including, but not limited to, treasury and accounting) |
(3) | Information technology services |
(4) | Legal services |
(5) | Health, safety and environmental services |
(6) | Human resources services |
(7) | Insurance administration |
Schedule V
ROFO Assets
ROFO Assets
None.
Schedule VI
ROFR Assets
ROFR Assets
Asset | Owner |
Paline Pipeline. The 185-mile, 10-inch crude oil pipeline running from Longview, Texas and the Chevron-operated Beaumont terminal in Nederland, Texas and an approximately seven-mile idle pipeline from Port Neches to Port Arthur, Texas. | Paline |
SALA Gathering System. The approximately 600 miles of three- to eight-inch crude oil gathering and transportation lines in southern Arkansas and northern Louisiana located primarily within a 60-mile radius of the El Dorado refinery. | SALA |
Magnolia Pipeline System. The 77-mile crude oil pipeline running between a connection with ExxonMobil’s North Line pipeline near Shreveport, Louisiana and our Magnolia Station. | Magnolia |
El Dorado Pipeline System. The 28-mile crude oil pipeline, the 12-inch diesel line from the El Dorado refinery to the Enterprise system and the 10-inch gasoline line from the El Dorado refinery to the Enterprise system. | El Dorado |
McMurrey Pipeline System. The 65-mile pipeline system that transports crude oil from inputs between the La Gloria Station and the Tyler refinery | Crude Logistics |
Nettleton Pipeline System. The 36-mile pipeline that transports crude oil from Nettleton Station to the Tyler refinery. | Crude Logistics |
Big Sandy Terminal. The terminal located in Big Sandy, Texas and the eight-inch Hopewell-Big Sandy Pipeline originating at Hopewell Junction, Texas and terminating at the Big Sandy Station in Big Sandy, Texas. | Marketing-Big Sandy |
Memphis Terminal. The terminal located in Memphis, Tennessee supplied by the El Dorado refinery through the Enterprise TE Products Pipeline. | OpCo |
Tyler Refinery Refined Products Terminal. Located at the Tyler refinery, this terminal consists of a truck loading rack with nine loading bays supplied by pipeline from storage tanks located at the refinery. Total throughput capacity for the terminal is estimated to be approximately 72,000 bpd. | DMSLP |
Tyler Storage Tanks. Located in Tyler, Texas adjacent to the Tyler refinery, the Tankage (as defined in the Tyler Terminal and Tankage Transaction Agreement listed on Schedule IX). | DMSLP |
El Dorado Refined Products Terminal. Located at the El Dorado refinery, this terminal consists of a truck loading rack supplied by pipeline from storage tanks located at the refinery. Total throughput capacity for the terminal is estimated to be approximately 26,700 bpd. | OpCo |
El Dorado Storage Tanks. Located at Sandhill Station and adjacent to the El Dorado refinery, the Tankage (as defined in the El Dorado Terminal and Tankage Agreement listed on Schedule IX). | OpCo |
Tyler Storage Tank. Located in Tyler, Texas adjacent to the Tyler refinery, the Tankage (as defined in the Tyler Tankage Transaction Agreement listed on Schedule IX). | DMSLP |
Asset | Owner |
El Dorado Rail Offloading Facility. Located in El Dorado, Arkansas adjacent to the El Dorado refinery, the Rail Offloading Facility (as defined in the El Dorado Rail Offloading Facility Transaction Agreement listed on Schedule IX). | OpCo |
Big Spring Refinery Logistics Assets. Located near Big Spring, Texas, the Big Spring Logistics Assets (as defined in the Big Spring Refinery Logistics Assets Transaction Agreement listed on Schedule IX). | DKL Big Spring, LLC |
Big Spring Refinery Asphalt Assets. Located near Big Spring, Texas, the Big Spring Asphalt Assets (as defined in the Big Spring Refinery Logistics Assets Transaction Agreement listed on Schedule IX). | DKL Big Spring, LLC |
Duncan Terminal Logistics Assets. Located near Duncan, Oklahoma, the Duncan Terminal (as defined in the Big Spring Refinery Logistics Assets Transaction Agreement listed on Schedule IX). | DKL Big Spring, LLC |
Permian Gathering System Assets. Located in Howard, Borden and Martin Counties, Texas, the DPG System Assets (as defined in the Permian Gathering System Assets Transaction Agreement listed on Schedule IX). | DKL Permian Gathering, LLC |
Trucking Operations Assets. The Vehicles (as defined in the Trucking Operations Transaction Agreement listed on Schedule IX) used to provide trucking and transportation operations in AR, OK and TX. | DKL Transportation, LLC (as successor by merger to Delek Trucking, LLC) |
Schedule VII
Certain Delek Projects
Certain Delek Projects
For Initial Transaction Agreement listed on Schedule IX
(1) | That certain project related to AFE # 10502041912 which provides for the construction of a new crude oil storage tank at Delek Refining’s Tyler, Texas refinery with aggregate shell capacity of approximately 300,000 bbls. |
For Tyler Terminal and Tankage Transaction Agreement listed on Schedule IX
None.
For El Dorado Terminal and Tankage Transaction Agreement listed on Schedule IX
None.
For Tyler Tankage Agreement listed on Schedule IX
None.
For El Dorado Rail Offloading Facility Transaction Agreement listed on Schedule IX
None.
For Big Spring Refinery Logistics Assets Transaction Agreement listed on Schedule IX
None.
For Permian Gathering System Assets Transaction Agreement listed on Schedule IX
None.
For Trucking Operations Transaction Agreement listed on Schedule IX
None.
Schedule VIII
Existing Capital Projects
Existing Capital Projects
For Initial Transaction Agreement listed on Schedule IX
(1) | That certain project related to AFE # 10501047412, which provides for the construction of new crude oil pipeline that commences at the metering skid situated south of Tank #107 at Lion Oil’s El Dorado, Arkansas refinery and continues along the south side of Sandhill Station to its termination point at the tie-in to the Tank #192 fill line. |
(2) | That certain project related to AFE # 11105042812, which provides for the completion of Phase IV of the reversal of the Paline Pipeline System. |
(3) | That certain project related to AFE # 10502041912, which provides for the installation of piping and valves to enable bi-directional flow on the Nettleton Pipeline. |
For Tyler Terminal and Tankage Transaction Agreement listed on Schedule IX
None.
For El Dorado Terminal and Tankage Transaction Agreement listed on Schedule IX
(1) | Work performed in connection with the turnaround of Lion Oil’s El Dorado refinery that commenced in January 2014. |
For Tyler Tankage Agreement listed on Schedule IX
None.
For El Dorado Rail Offloading Facility Transaction Agreement listed on Schedule IX
None.
For Big Spring Refinery Logistics Assets Transaction Agreement listed on Schedule IX
None.
For Permian Gathering System Assets Transaction Agreement listed on Schedule IX
None.
For Trucking Operations Transaction Agreement listed on Schedule IX
None.
Schedule IX
Transaction Agreements and Applicable Terms
Transaction Agreements and Applicable Terms
Initial Transaction Agreement
Transaction Agreement | Closing Date | First Indemnification Deadline | Second Indemnification Deadline | Annual Environmental Deductible | Annual ROW Deductible |
Contribution, Conveyance and Assumption Agreement, among the Partnership, the General Partner, OpCo, Crude Logistics, Delek US, Delek Marketing & Supply, LLC, Delek Marketing & Supply, LP, Lion Oil and Delek Logistics Services Company | November 7, 2012 | November 7, 2017 | November 7, 2022 | $250,000 | $250,000 |
Tyler Terminal and Tankage Transaction Agreement
Transaction Agreement | Closing Date | First Indemnification Deadline | Second Indemnification Deadline | Annual Environmental Deductible | Annual ROW Deductible |
Asset Purchase Agreement between Delek Refining, Ltd., as Seller, and Delek Marketing & Supply, LP, as Buyer | July 26, 2013 | July 26, 2018 | July 26, 2023 | $250,000 | $250,000 |
El Dorado Terminal and Tankage Transaction Agreement
Transaction Agreement | Closing Date | First Indemnification Deadline | Second Indemnification Deadline | Annual Environmental Deductible | Annual ROW Deductible |
Asset Purchase Agreement between Lion Oil Company, as Seller, and Delek Logistics Operating, LLC, as Buyer | February 10, 2014 | February 10, 2019 | February 10, 2024 | $250,000 | $250,000 |
Tyler Tankage Transaction Agreement
Transaction Agreement | Closing Date | First Indemnification Deadline | Second Indemnification Deadline | Annual Environmental Deductible | Annual ROW Deductible |
Asset Purchase Agreement between Delek Refining, Ltd., as Seller, and Delek Marketing & Supply, LP, as Buyer | March 31, 2015 | March 31, 2020 | March 31, 2025 | $250,000 | $250,000 |
El Dorado Rail Offloading Facility Transaction Agreement
Transaction Agreement | Closing Date | First Indemnification Deadline | Second Indemnification Deadline | Annual Environmental Deductible | Annual ROW Deductible |
Asset Purchase Agreement between Lion Oil Company and Lion Oil Trading & Transportation, LLC, as Sellers, Delek Logistics Operating, LLC, as Buyer and, solely for purposes of Article VIII and Section 9.2, Delek US Holdings, Inc., as Guarantor | March 31, 2015 | March 31, 2020 | March 31, 2025 | $250,000 | $250,000 |
Big Spring Refinery Logistics Assets Transaction Agreement
Transaction Agreement | Closing Date | First Indemnification Deadline | Second Indemnification Deadline | Annual Environmental Deductible | Annual ROW Deductible |
Asset Purchase Agreement by and among Alon USA Partners, LP, Alon USA GP II, LLC, Alon USA Delaware, LLC, Alon USA Refining, LLC, Alon USA, LP, and Alon Paramount Holdings, Inc., as sellers, DKL Big Spring, LLC, as buyer, and solely for purposes of Article X, Delek US Holdings, Inc., as guarantor, as amended | March 1, 2018 | Not applicable. No indemnification pursuant to Omnibus Agreement. | Not applicable. No indemnification pursuant to Omnibus Agreement. | Not applicable. No indemnification pursuant to Omnibus Agreement. | Not applicable. No indemnification pursuant to Omnibus Agreement. |
For Permian Gathering System Assets Transaction Agreement
Transaction Agreement | Closing Date | First Indemnification Deadline | Second Indemnification Deadline | Annual Environmental Deductible | Annual ROW Deductible |
Contribution, Conveyance and Assumption Agreement by and among Delek Big Spring South Mainline, LLC, Delek Permian Gathering, LLC, Delek Big Spring North Gathering, LLC, and Delek Big Spring Gathering, LLC, as contributors, DKL Permian Gathering, Delek Logistics Partners, LP, and Delek Logistics GP, LLC, and solely for purposes of Article VIII, Delek US Holdings, Inc., as guarantor | March 31, 2020 | Not applicable. No indemnification pursuant to Omnibus Agreement. | Not applicable. No indemnification pursuant to Omnibus Agreement. | Not applicable. No indemnification pursuant to Omnibus Agreement. | Not applicable. No indemnification pursuant to Omnibus Agreement. |
For Trucking Operations Transaction Agreement
Transaction Agreement | Closing Date | First Indemnification Deadline | Second Indemnification Deadline | Annual Environmental Deductible | Annual ROW Deductible |
Membership Interest Purchase Agreement by and among Delek Refining, Ltd., Lion Oil Company, DKL Transportation, LLC, and solely for purposes of Article VIII, Delek US Holdings, Inc., as guarantor | May 15, 2020 | Not applicable. No indemnification pursuant to Omnibus Agreement. | Not applicable. No indemnification pursuant to Omnibus Agreement. | Not applicable. No indemnification pursuant to Omnibus Agreement. | Not applicable. No indemnification pursuant to Omnibus Agreement. |
Schedule X
API 653 Tanks
API 653 Tanks
Tyler Terminal and Tankage Transaction Agreement
Tank # | Location | Assigned Service | Next Internal Inspection Due | |
01-T- | 6 | West Tank Farm | JP8 | 4/29/2016 |
01-T- | 7 | West Tank Farm | Jet A | 1/16/2018 |
01-T- | 8 | West Tank Farm | Jet A | 2/16/2018 |
01-T- | 11 | West Tank Farm | Carbon Black Oil | 6/1/2013 |
01-T- | 12 | West Tank Farm | Ultra Low Sulfur Diesel | 6/23/2018 |
01-T- | 16 | West Tank Farm | Gas Oil/Topped Crude | 9/12/2014 |
01-T- | 19 | West Tank Farm | Topped Crude/Gas Oil | 6/1/2013 |
01-T- | 39 | West Tank Farm | Commercial Butane | 1/20/2014 |
01-T- | 40 | West Tank Farm | Commercial Butane | 4/5/2014 |
01-T- | 41 | West Tank Farm | Commercial Butane | 4/13/2014 |
01-T- | 46 | North Tank Farm | Ethanol | 12/21/2017 |
01-T- | 52 | West Tank Farm | Sub grade 84 | 4/5/2014 |
01-T- | 55 | West Tank Farm | Hydrotreated HSR naphtha | 3/26/2017 |
01-T- | 59 | North Tank Farm | L.Alkylate | 3/16/2014 |
01-T- | 60 | North Tank Farm | FCC Gasoline /Total Alkylate | 6/25/2015 |
01-T- | 61 | North Tank Farm | Platformate | 8/26/2013 |
01-T- | 63 | North Tank Farm | Platformate | 9/12/2015 |
01-T- | 64 | West Tank Farm | Coker Naphtha | 2/28/2015 |
01-T- | 65 | West Tank Farm | Coker Naphtha | 6/1/2013 |
01-T- | 66 | North Tank Farm | GHT Charge | 7/17/2018 |
01-T- | 103 | Alky Tank Farm | Isobutane | 6/19/2015 |
01-T- | 105 | Alky Tank Farm | Isobutane | 6/4/2017 |
01-T- | 106 | Alky Tank Farm | Isobutane | 11/5/2011 |
01-T- | 107 | Alky Tank Farm | Isobutane | 9/28/2013 |
01-T- | 115 | Subgrade 84 | Subgrade 84 | 2/9/2015 |
01-T- | 118 | Aviation Tank Farm | L Alkylate | 10/26/2015 |
01-T- | 122 | Sales Tank Farm | Unlead 87 | 11/5/2015 |
01-T- | 124 | Sales Tank Farm | Subgrade 91 | 11/12/2014 |
01-T- | 125 | Sales Tank Farm | Subgrade 91 | 7/28/2017 |
01-T- | 127 | West Tank Farm | Gas Oil | 6/20/2015 |
01-T- | 132 | Alky Tank Farm | Olefins | 3/15/2018 |
01-T- | 133 | Alky Tank Farm | Olefins | 2/26/2018 |
01-T- | 134 | West Tank Farm | JP8 | 1/8/2018 |
01-T- | 135 | West Tank Farm | JP8 | 1/17/2017 |
Tank # | Location | Assigned Service | Next Internal Inspection Due | |
01-T- | 136 | North Tank Farm | FCC Gasoline /Total Alkylate | 12/17/2016 |
01-T- | 153 | Pipeline Tank Farm | Kerosene (JP8) | 6/1/2013 |
01-T- | 156 | Pipeline Tank Farm | DHT Charge | 6/1/2013 |
01-T- | 162 | Crude Tank Farm | Crude Oil | 2/1/2016 |
01-T- | 165 | Alky Tank Farm | Olefins | 6/1/2013 |
01-T- | 166 | Alky Tank Farm | Olefins | 8/10/2017 |
01-T- | 167 | Alky Tank Farm | Commercial Butane | 2/29/2016 |
01-T- | 169 | West Tank Farm | LSR or Isomate RD | 1/30/2012 |
01-T- | 1 | West Tank Farm | Waste Water Holding | 9-13-2016 |
01-T- | 3 | West Tank Farm | Recovered oil | 7/24/2017 |
01-T- | 4 | West Tank Farm | Recovered oil | 4/15/2017 |
01-T- | 5 | West Tank Farm | Waste Water Holding | 11-10-2016 |
01-T- | 14 | West Tank Farm | Waste Water Holding | 5/18/2018 |
01-T- | 21 | West Tank Farm | Oily Water | 4/06/2018 |
01-T- | 26 | West Tank Farm | Oily Water | 4/10/2018 |
01-T- | 120 | Sulfuric Acid Area | Fresh Sulfuric Acid | 2/2/2018 |
El Dorado Terminal and Tankage Transaction Agreement
Tank | Next Inspection | Area |
T007 | TBD | LOT |
T019 | TBD | #4,#8 |
T024 | TBD | PMA |
T036 | TBD | PH |
T042 | 2023 | #4,#8 |
T043 | 2023 | #4,#8 |
T054 | TBD | PH |
T059 | TBD | PH |
T061 | TBD | PH |
T062 | TBD | PH |
T063 | TBD | PH |
T064 | 2023 | PH |
T065 | TBD | PH |
T066 | TBD | PH |
T067 | TBD | PH |
T082 | TBD | PH |
T084 | 2019 | PH |
Tank | Next Inspection | Area |
T085 | 2022 | PH |
T088 | 2019 | PH |
T089 | TBD | PH |
T098 | TBD | AP |
T103 | 2019 | PH |
T108 | TBD | PH |
T109 | TBD | PH |
T113 | TBD | PH |
T114 | 2014 | PH |
T115 | 2021 | PH |
T120 | TBD | PH |
T121 | TBD | PH |
T122 | TBD | PH |
T123 | TBD | PH |
T124 | 2022 | PH |
T126 | 2020 | PH |
T128 | 2020 | PH |
T146 | 2015 | PH |
T147 | 2015 | PH |
T148 | 2015 | PH |
T149 | 2019 | PH |
T155 | 2021 | PH |
T167 | TBD | AP |
T168 | 2015 | AP |
T180 | TBD | PMA |
T184 | 2016 | PH |
T185 | 2016 | PH |
T186 | 2015 | PH |
T187 | 2015 | PH |
T189 | 2015 | PH |
T191 | TBD | PH |
T194 | 2019 | #5 & #14 |
T195 | 2019 | #5 & #14 |
T196 | 2019 | #5 & #14 |
T197 | 2019 | #5 & #14 |
T199 | TBD | AP |
T217 | TBD | #7,#10 |
T241 | TBD | #5 & #14 |
T242 | 2014 | #5 & #14 |
T243 | 2014 | #5 & #14 |
T245 | TBD | #5 & #14 |
Tank | Next Inspection | Area |
T246 | TBD | #5 & #14 |
T247 | TBD | #5 & #14 |
T262 | TBD | PH |
T263 | 2014 | PH |
T264 | TBD | PH |
T265 | 2014 | PH |
T268 | 2019 | LOT |
T269 | 2019 | LOT |
T271 | TBD | PH |
T272 | TBD | PH |
T273 | TBD | PH |
T274 | 2014 | PH |
T282 | 2023 | WWTP |
T283 | 2023 | WWTP |
T353 | 2022 | AP |
T354 | 2016 | AP |
T356 | TBD | AP |
T357 | TBD | AP |
T360 | 2021 | #5 & #14 |
T361 | 2022 | #5 & #14 |
T362 | 2019 | #5 & #14 |
T363 | 2019 | #5 & #14 |
T364 | 2019 | #5 & #14 |
T365 | 2019 | #5 & #14 |
T366 | 2019 | #5 & #14 |
T367 | TBD | #5 & #14 |
T368 | TBD | #5 & #14 |
T371 | TBD | #5 & #14 |
T372 | TBD | #5 & #14 |
T531 | 2023 | PH |
T532 | 2022 | PH |
T536 | 2019 | #5 & #14 |
T540 | TBD | Trucking |
T552 | TBD | Trucking |
T554 | 2019 | PMA |
T571 | TBD | AP |
T051 | 2021 | PH |
T198 | 2020 | #5 & #14 |
T240 | 2015 | #5 & #14 |
T244 | N/A | #5 & #14 |
Tank | Next Inspection | Area |
T004 | TBD | LOT |
T009 | TBD | LOT |
T053 | 2022 | LOT |
T140 | 2022 | LOT |
T141 | TBD | LOT |
T142 | 2016 | LOT |
T143 | 2016 | LOT |
T144 | 2014 | LOT |
T188 | TBD | PH |
T275 | TBD | WWTP |
T276 | TBD | WWTP |
T277 | TBD | WWTP |
T278 | TBD | WWTP |
T279 | TBD | WWTP |
T280 | TBD | WWTP |
T373 | 2020 | LOT |
T374 | 2023 | #7,#10 |
T393 | TBD | WWTP |
T394 | TBD | WWTP |
T432 | 2014 | LOT |
T449 | 2014 | WWTP |
T541 | TBD | LOT |
T542 | TBD | LOT |
T543 | TBD | LOT |
T545 | TBD | WWTP |
T546 | TBD | WWTP |
T547 | 2014 | PH |
T023 | 2022 | AP |
T039 | 2023 | #4,#8 |
T040 | 2020 | #4,#8 |
T041 | TBD | #4,#8 |
T076 | 2015 | #4,#8 |
T078 | TBD | AP |
T101 | TBD | AP |
T102 | 2022 | #4,#8 |
T104 | TBD | #4,#8 |
T105 | TBD | #4,#8 |
T112 | TBD | PMA |
T219 | 2022 | AP |
T348 | TBD | AP |
Tank | Next Inspection | Area |
T349 | 2014 | AP |
T350 | TBD | AP |
T351 | TBD | AP |
T352 | TBD | AP |
T355 | 2022 | AP |
T382 | 2022 | PMA |
T383 | 2022 | PMA |
T384 | 2023 | PMA |
T385 | TBD | PMA |
T386 | 2023 | PMA |
T387 | 2023 | PMA |
T544 | TBD | AP |
T548 | 2022 | PMA |
T553 | 2022 | PMA |
T107 | 2022 | AP |
T110 | 2022 | AP |
T175 | 2015 | AP |
T119 | 2023 | PH |
T125 | TBD | PH |
T549 | 2014 | PH |
