LaGloria Oil and Gas Company
April 26, 2005
Re: Refinery Purchase and Sale Agreement by and between LaGloria Oil and Gas Company ("LaGloria"), as Seller, and Delek Refining, Ltd. ("Delek"), as Buyer, dated March 14, 2005
Plains Marketing, L. P. as successor to Scurlock Permian, LLC
Mr. Sunny Uzzle
333 Clay Street, Suite 1600
Houston, Texas 77002
Dear Mr. Uzzle:
As you may know, LaGloria and Delek are parties to the above-referenced agreement (the "PSA"), under which LaGloria has agreed to sell its Tyler, Texas refinery and certain related assets to Delek. In connection with the PSA, and subject to the terms thereof, LaGloria has agreed to assign to Delek all of its right, title and interest in and to that certain Pipeline Capacity Lease Agreement, as amended and renewed on December 21, 2004 to be effective January 1, 2005, (the "Agreement") dated, effective April 12, 1999 by and between Plains Marketing, L.P. as successor to Scurlock Permian, LLC. (the "Company") and LaGloria. Delek is a wholly owned subsidiary of Delek US Holdings, Inc., EIN52-2319066 and Delek US- DUNS- 02-494-1077.
LaGloria hereby requests the written consent of the Company to LaGloria's assignment of the Agreement to Delek. LaGloria expressly agrees that such consent will not enlarge, diminish or affect in any way the obligations of either LaGloria or the Company as set forth in the Agreement, or release or relieve LaGloria of its obligations thereunder. Delek, by its execution of this letter, hereby agrees to comply with and be bound by all the terms and provisions of the Agreement. Furthermore, LaGloria and Delek hereby acknowledge that the Company is holding a cash deposit from LaGloria in the amount of [***] (as provided for in Section 2 of the One-Year Renewal of Pipeline Capacity Lease), which Company will continue to hold for the term of the Lease. Upon assignment of the Agreement, LaGloria hereby directs Company, subject to Company's rights to retain all or a part of the cash deposit under the above referenced Section 2, to release any part of the cash deposit, including any interest, due LaGloria at the end of the Lease term directly to Delek. LaGloria hereby releases and holds Company harmless in regard to any release of such cash deposit to Delek. Please execute both originals of this letter in the spaces provided below to indicate your consent to such assignment in accordance with this request. Upon execution, please return one original to Susan Turcotte, in the enclosed self-address envelope.
Should you have any questions concerning this matter, please feel free to contact Alma Gonzalez at (713) 446-5389.
Very truly yours,
LaGloria OIL AND GAS COMPANY
By: /s/ James B. Boles
James B. Boles
Chief Restructuring Officer
P. O. Box 840 Tyler, Texas 75710 (903) 579-3400 Fax (903) 596-0103
Plains Marketing, L. P. as successor to Scurlock Permian, LLC
Delek Refining Ltd. by its General Partner Delek U. S. Refining GP, LLC.
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By: |
/s/ Frederec Green |
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By: |
/s/ Tony McLarty |
Name: |
FREDEREC GREEN |
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Name: |
Tony McLarty |
Title: |
CHIEF OPERATING OFFICER |
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Title: |
VP |
Consent to the above-referenced assignment is given this 26 day of APRIL, 2005.
By: /s/ Al Swanson
Name: AL SWANSON
Title: VICE PRESIDENT AND TREASURER