Sample Business Contracts


Refinery Purchase and Sale Agreement and Indemnity Agreement [Amendment No. 2] - Tyler Holding Co. Inc. and Delek Refining Ltd., Delek Pipeline Texas Inc. and Delek Land Texas Inc.


                               SECOND AMENDMENT TO
                      REFINERY PURCHASE AND SALE AGREEMENT
                            AND INDEMNITY AGREEMENT

     This SECOND AMENDMENT TO REFINERY PURCHASE AND SALE AGREEMENT AND INDEMNITY
AGREEMENT dated as of October 10, 2005 (the "Second Amendment") by and among LA
GLORIA OIL AND GAS COMPANY, now known as TYLER HOLDING COMPANY, INC., as
"Seller" and DELEK REFINING, LTD., DELEK PIPELINE TEXAS, INC. and DELEK LAND
TEXAS, INC., as "Buyers".

                                   WITNESSETH:

     WHEREAS, Seller and Buyers entered into that certain Refinery Purchase and
Sale Agreement dated as of March 14, 2005 (the "Original Agreement"), pursuant
to which Seller agreed to sell to Buyers and Buyers agreed to purchase from
Seller, among other assets, an oil refinery located in the City of Tyler, Smith
County, Texas; and

     WHEREAS, the Original Agreement was amended by that certain Amendment to
Refinery Purchase and Sale Agreement dated as of April 29, 2005, by and among
Seller and Buyers (the "First Amendment"); and

     WHEREAS, at the request of Buyers, Crown Central LLC, a Maryland limited
liability company ("Crown"), the direct or indirect parent limited liability
company of Seller, has entered into an Audit Agreement of even date herewith
(the "Audit Agreement") with Delek US Holdings, Inc. pursuant to which Crown has
agreed to cooperate with Delek US Holdings, Inc. in allowing a certain audit of
Crown's financial statements for the calendar year ending December 31, 2002 to
date; and


                                       1

<PAGE>

     WHEREAS, as partial consideration for and as a condition precedent to
entering into such Audit Agreement, Crown has required the execution of this
Second Amendment by the parties hereto. (Capitalized terms otherwise not defined
herein shall have the respective meanings ascribed thereto in the Original
Agreement.)

     NOW, THEREFORE, the parties hereto agree as follows:

     1. The Original Agreement, as heretofore amended by the First Amendment (as
so amended, the "Amended Agreement") is hereby further amended as follows:

          (a) The term "Agreement" as set forth in the preamble to the Original
     Agreement is hereby amended to mean the Original Agreement, as amended by
     the First Amendment and by this Second Amendment.

          The term "Unqualified Audit Opinion" shall mean an opinion from Delek
          US Holdings, Inc.'s outside auditor that expresses no material
          concerns about the financial information from Crown that relates to
          the Assets transferred to the Buyers and that is incorporated into any
          financial documents prepared for the initial public offering of Delek
          US Holdings, Inc. It is understood by the Parties hereto that the
          outside auditor intends to perform a "review" rather than a full audit
          of Crown's financial information for the period from January 1, 2005
          to March 31, 2005.

          The term "Seller's Specifically Retained Liabilities" means: (i) the
          Retained Environmental Liabilities other than Retained Remediation
          Costs; (ii) the Pre-Closing Liabilities; (iii) claims made by Buyers
          arising


                                       2

<PAGE>

          out of a breach of the representations and warranties specified in
          Sections 4.1 (a), 4.1(b), 4.1(c), 4.1(m) and 4.1(o); (iv) all Covered
          Liabilities arising under or in connection with any Excluded Assets;
          and (v) all Taxes to the extent indemnified against under Section
          15.1(b).

          (b) Section 9.14(a) of the Amended Agreement is hereby deleted and
     replaced with the following:

               "Subject to the terms and conditions set forth in this Section
               9.14, on the Closing Date Buyers shall cause a portion of the
               Adjusted Purchase Price in the amount of $5,000,000.00 (the
               "Closing Deposit") to be deposited with the Escrow Agent pursuant
               to the terms and provisions of an escrow agreement by and among
               Buyers, Seller and the Escrow Agent substantially in the form
               attached hereto as EXHIBIT 9.14 (the "Closing Deposit Escrow
               Agreement"). For income tax purposes, Seller shall include in its
               income any interest, dividends and other amounts earned on the
               Closing Deposit ("Closing Deposit Escrow Earnings") prior to
               disbursement of the Closing Deposit to Seller. The Closing
               Deposit shall be held and distributed by the Escrow Agent in
               accordance with the terms and provisions of the Closing Deposit
               Escrow Agreement. If the Closing occurs, Buyers agree to provide
               written notice to Seller of any intent to withdraw from the
               Closing Deposit to satisfy any claims of Buyers for
               indemnification under Section 15.1 of this Agreement; and if
               Seller fails, within thirty


                                       3

<PAGE>

               (30) days following receipt of such notice from Buyers, to
               provide joint written instructions to the Escrow Agent to allow
               Buyers to withdraw such funds from the Closing Deposit, then
               Buyers may submit the dispute to be resolved by dispute
               resolution set forth in Section 16.12. On the date of any
               distribution to Seller by the Escrow Agent of funds from the
               Closing Deposit, the Escrow Agent shall distribute to Seller the
               Closing Deposit Escrow Earnings on such distribution. Except for
               Seller's Specifically Retained Liabilities (as defined herein),
               Seller's liability for indemnification under Section 15.1 and for
               any other liability under this Agreement, whether for breach of
               contract, breach of warranty, liability for indemnity or any
               other liability under this Agreement, is limited to the Closing
               Deposit and otherwise shall be non-recourse to Seller.

               In addition, if Delek US Holdings, Inc. receives an Unqualified
               Audit Opinion (as defined herein), and subject to and in
               accordance with the provisions of the Closing Deposit Escrow
               Agreement, the Closing Deposit shall be distributed to Seller in
               installments at the indicated times, as follows:

                    (i) upon the date of issuance of an Unqualified Audit
               Opinion by Delek US Holdings, Inc.'s external auditor of the
               financial statements of Crown pertaining to operation of the
               Assets transferred to the Buyers pursuant to the Agreement for
               calendar


                                        4

<PAGE>

               year 2002, calendar year 2003, calendar year 2004, and the period
               from January 1, 2005 to March 31, 2005 (the "Audit Period") an
               amount equal to the positive difference if any, of $3,000,000
               minus the sum of (x) all Distributions, if any, made prior to
               such date and (y) the aggregate dollar amount of all Unresolved
               Buyer Claims, if any, existing as of such date; and

                    (ii) upon the earlier to occur of (1) April 1, 2006 (or the
               date upon which Delek US Holdings, Inc. receives an Unqualified
               Audit Opinion if no Unqualified Audit Opinion is received by
               April 1, 2006) or (2) the date upon which Delek US Holdings, Inc.
               shall issue shares of stock to the public pursuant to an initial
               public offering of securities, an amount equal to the positive
               difference, if any, of $5,000,000.00 minus the sum of (x) all
               Distributions, if any, made prior to such date (including,
               without limitation, those made pursuant to subparagraph (i)
               above) and (y) the aggregate dollar amount of all Unresolved
               Buyer Claims, if any, existing as of such date."

          (c) Section 9.15(a) of the Amended Agreement is hereby deleted and
     replaced with the following:

               "Subject to the terms and conditions set forth in this Section
               9.15, on the Closing Date Buyers shall cause the amount of
               $5,000,000.00 (the "Buyer Deposit") to be deposited with the


                                       5

<PAGE>

               Escrow Agent pursuant to the terms and provisions of an escrow
               agreement by and among Buyers, Seller and the Escrow Agent
               substantially in the form attached hereto as Exhibit 9.15 (the
               "Buyer Deposit Escrow Agreement"). For income tax purposes,
               Refinery Buyer shall include in its income any interest,
               dividends and other amounts earned on the Buyer Deposit. The
               Buyer Deposit shall be held and distributed by the Escrow Agent
               in accordance with the terms and provisions of the Buyer Deposit
               Escrow Agreement. If the Closing occurs, Seller agrees to provide
               written notice to Buyers of any intent to withdraw from the Buyer
               Deposit to satisfy any claims of Seller for indemnification under
               Section 15.2 of this Agreement; and if Buyers fail, within thirty
               (30) days following receipt of such notice from Seller, to
               provide joint written instructions to the Escrow Agent to allow
               Seller to withdraw such funds from the Buyer Deposit, then Seller
               may submit the dispute to be resolved by dispute resolution set
               forth in Section 16.12.

               In addition, if Delek US Holdings, Inc. receives an Unqualified
               Audit Opinion, and subject to and in accordance with the
               provisions of the Buyer Deposit Escrow Agreement, the Buyer
               Deposit shall be distributed to Buyers in installments, at the
               indicated times, as follows:


                                        6

<PAGE>

                    (i) upon the date of issuance of an Unqualified Audit
               Opinion by Delek US Holdings, Inc.'s external auditor of the
               financial statements of Crown pertaining to operation of the
               Assets transferred to Buyers pursuant to the Agreement for the
               Audit Period, an amount equal to the positive difference if any,
               of $3,000,000.00 minus the sum of (x) all Distributions, if any,
               made prior to such date and (y) the aggregate dollar amount of
               all Unresolved Seller Claims, if any, existing as of such date;
               and

                    (ii) upon the earlier to occur of (1) April 1, 2006 (or the
               date upon which Delek US Holdings, Inc. receives an Unqualified
               Audit Opinion if no Unqualified Opinion is received by April 1,
               2006) or (2) the date upon which Delek US Holdings, Inc. shall
               issue shares of stock to the public pursuant to an initial public
               offering of securities, an amount equal the positive difference,
               if any, of $5,000,000.00 minus the sum of (x) all Distributions,
               if any, made prior to such date (including, without limitation,
               those made pursuant to subparagraph (i) above) and (y) the
               aggregate dollar amount of all Unresolved Seller Claims, if any,
               existing as of such date."


                                       7

<PAGE>

          (d) Section 15.4 is hereby amended by adding new subsection (f) as
     follows:

               "(f) Notwithstanding anything herein provided to the contrary and
               specifically excluding the Seller's Specifically Retained
               Liabilities, Seller's liability under this Agreement for breach
               of covenant, breach of warranty, liability for indemnity or any
               other liability under this Agreement, shall be limited to the
               Closing Deposit and Buyers agree to look solely to such Closing
               Deposit for satisfaction of all such obligations and liabilities
               of Seller under this Agreement (other than the Seller's
               Specifically Retained Liabilities). At such time as the Closing
               Deposit is fully distributed to Seller pursuant to Section
               9.14(a), Seller shall be released from, and have no further
               liability to, Buyers for any breach of covenant, breach of
               warranty, liability for indemnity or any other liability under
               this Agreement except for the Seller's Specifically Retained
               Liabilities.

          (e) Section 16.12 is hereby amended by adding a subsection (d) at the
     end thereof as follows:

               "(d) Notwithstanding anything in this Agreement appearing to the
               contrary and specifically excluding Seller's Specifically
               Retained Liabilities as to which Seller shall be and remain fully


                                       8

<PAGE>

               liable, any arbitration award against Seller for a monetary
               amount shall be collectable only from the Closing Deposit.

          (f) Incidental to the execution and delivery of this Second Amendment
     and payment of the First Installment Fee described in Section 5 of the
     Audit Agreement, Seller shall assign to Delek Refining, Ltd. and Delek
     Refining Ltd. shall assume all rights and obligations of Seller under the
     following:

               the portion of Crown's membership status and interest in an
               API-sponsored fuel and fuel additives testing consortium
               pertaining to La Gloria Oil and Gas Company's Tyler, Texas
               refinery governed by "Agreement for the Conduct and Funding of a
               Test Program for Fuels and Fuel Additives Under Sections 211(b)
               and (e) of the Clean Air Act", "Subscription Agreement for the
               Conduct and Funding of a Test Program for the Non-baseline Fuel
               Group for Ethyl Tertiary Butyl Ether (ETBE) Under Sections 211(b)
               and (e) of the Clean Air Act", "Subscription Agreement for the
               Conduct and Funding of a Test Program for the Non-baseline Fuel
               Group for Ethanol Under Sections 211(b) and (e) of the Clean Air
               Act", "Subscription Agreement for the Conduct and Funding of a
               Test Program for the Non-baseline Fuel Group for Methyl Tertiary
               Butyl Ether (MTBE) Under Sections 211(b) and (e) of the Clean Air
               Act", "Subscription Agreement for the Conduct and Funding of a
               Test Program for the Non-baseline Fuel Group for Tertiary Amyl
               Methyl Ether (TAME) Under Sections 211(b) and (e) of the


                                       9

<PAGE>

               Clean Air Act", and "Petroleum & Allied Industry Agreement for
               the Conduct and Funding of a Voluntary Test Program for Petroleum
               High Production Volume Chemicals", insofar and only insofar as
               such agreements and memberships relate to the Tyler, Texas
               refinery sold by Seller to Buyers pursuant to the Amended
               Agreement. Seller represents and warrants to Buyers that: (a) the
               foregoing documents, rights and obligations are fully assignable
               without consent (or that consent has been obtained) and (b) it
               has furnished the Buyers with true and correct copies of each of
               the foregoing documents inclusive of any amendments, exhibits,
               schedules and consents to assignments thereto.

          (g) The Seller and Buyers agree to execute any further documents
     including, without limitation, amendments to the Escrow Agreements attached
     as Exhibits 9.14 and 9.15 to the Agreement, and do all other acts necessary
     to fully effectuate the terms and provisions of this Second Amendment.

     2. Except as modified and amended hereby, the Amended Agreement shall
continue in full force and effect and Seller and Buyers ratify and confirm the
Amended Agreement as modified and amended hereby.


                                       10

<PAGE>

     IN WITNESS WHEREOF, this Second Amendment is executed in multiple
counterparts, all of which shall be considered one and the same agreement, as of
the date first above written.

TYLER HOLDING COMPANY, INC.,            DELEK REFINING, LTD.
FORMERLY KNOWN AS LA GLORIA OIL
AND GAS COMPANY


By: /s/ Paul J. Ebner                       /s/ Uzi Yemin
    ---------------------------------       ------------------------------------
Name: Paul J. Ebner                     By: Uzi Yemin, President & CEO of
Title: President                            General Partner Delek U.S. Refining
                                            GP, LLC


                                        By: /s/ Assi Ginzburg
                                            ------------------------------------
                                        Name: Assi Ginzburg
                                        Title: VP


DELEK PIPELINE TEXAS, INC.              DELEK LAND TEXAS, INC.


    /s/ Uzi Yemin                           /s/ Uzi Yemin
    ---------------------------------       ------------------------------------
By: Uzi Yemin, President & CEO          By: Uzi Yemin, President & CEO


By: /s/ Assi Ginzburg                   By: /s/ Assi Ginzburg
    ---------------------------------       ------------------------------------
Name: Assi Ginzburg                     Name: Assi Ginzburg
Title: VP                               Title: VP


                                       11

ClubJuris.Com