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
Exhibit 10.2

Execution Version


Third Amendment and Restatement
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
Development


By: /s/ Abby Yates    
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
Development


By: /s/ Abby Yates    
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
Development


By: /s/ Abby Yates    
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
Development


By: /s/ Abby Yates    
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: /s/ Avigal Soreq    
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/ Avigal Soreq    
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/ Avigal Soreq    
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/ Avigal Soreq    
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/ Avigal Soreq    
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    

[Signature Page to Third Amendment and Restatement
of Schedules to Third Amended and Restated Omnibus Agreement]


Name: Odely Sakazi
Title: Senior Vice President


By: /s/ Avigal Soreq    
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/ Avigal Soreq    
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: /s/ Avigal Soreq    
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
Development


By: /s/ Abby Yates    
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
Development


By: /s/ Abby Yates    
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
Development


By: /s/ Abby Yates    
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
Development


By: /s/ Abby Yates    
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
Development


By: /s/ Abby Yates    
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


By: /s/ Avigal Soreq    
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


By: /s/ Avigal Soreq    
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


By: /s/ Avigal Soreq    
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
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
Development


By: /s/ Abby Yates    
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/ Avigal Soreq    
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
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
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
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
(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
None.




Schedule VI
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
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
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
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
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&#11
T024
TBD
PMA
T036
TBD
PH
T042
2023
#4,#8&#11
T043
2023
#4,#8&#11
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&#12
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&#12
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&#11
T040
2020
#4,#8&#11
T041
TBD
#4,#8&#11
T076
2015
#4,#8&#11
T078
TBD
AP
T101
TBD
AP
T102
2022
#4,#8&#11
T104
TBD
#4,#8&#11
T105
TBD
#4,#8&#11
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