[ *** ] TEXT OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST UNDER RULE 406 UNDER THE
SECURITIES ACT OF 1933, AS AMENDED AND 17 C.F.R. SECTION 200.80(b)(4)
EXHIBIT 10.11(b)
La Xxxxxx Oil and Gas Company
April 26, 2005
Re: Refinery Purchase and Sale Agreement by and between La Xxxxxx Oil and Gas
Company ("La Xxxxxx"), as Seller, and Delek Refining, Ltd. ("Delek"), as
Buyer, dated March 14, 2005
Plains Marketing, L.P. as successor to Xxxxxxxx Xxxxxxx, LLC
Xx. Xxxxx Xxxxx
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Dear Xx. Xxxxx:
As you may know, La Xxxxxx and Delek are parties to the above-referenced
agreement (the "PSA"), under which La Xxxxxx 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, La Xxxxxx 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 Xxxxxxxx Permian, LLC. (the "Company") and La
Xxxxxx. Delek is a wholly owned subsidiary of Delek US Holdings, Inc., EIN
00-0000000 and Delek US - DUNS - 00-000-0000.
La Xxxxxx hereby requests the written consent of the Company to La
Xxxxxx's assignment of the Agreement to Delek. La Xxxxxx expressly agrees that
such consent will not enlarge, diminish or affect in any way the obligations of
either La Xxxxxx or the Company as set forth in the Agreement, or release or
relieve La Xxxxxx of its obligations thereunder. Xxxxx, by its execution of this
letter, xxxxxx agrees to comply with and be bound by all the terms and
provisions of the Agreement. Furthermore,, La Xxxxxx and Delek hereby
acknowledge that the Company is holding a cash deposit from La Xxxxxx 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, La Xxxxxx 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 La Xxxxxx at the end of the Lease term directly to
Delek. La Xxxxxx 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
Xxxxx Xxxxxxxx, in the enclosed self-address envelope.
Should you have any questions concerning this matter, please feel free to
contact Xxxx Xxxxxxxx at (000) 000-0000.
Very truly yours,
LA XXXXXX OIL AND GAS COMPANY
By: /s/ Xxxxx X. Xxxxx
---------------------------
Xxxxx X. Xxxxx
Chief Restructuring Officer
P. O. Box 840 Tyler, Texas 00000 (000) 000-0000 Fax(903) 000-0000
[***] CONFIDENTIAL TREATMENT REQUESTED
Plains Marketing, L.P. as successor to Xxxxxxxx Permian, LLC
Page Two
Delek Refining Ltd. by its General Partner Delek U.S. Refining GP, LLC.
By: /s/ Xxxxxxxx Xxxxx By: /s/ Xxxx XxXxxxx
------------------------- -------------------------
Name: XXXXXXXX XXXXX Name: Xxxx XxXxxxx
Title: CHIEF OPERATING OFFICER Title: VP
Consent to the above-referenced assignment is
given this 26 day of APRIL, 2005.
By: /s/ Xx Xxxxxxx
-------------------------
Name: XX XXXXXXX
Title: VICE PRESIDENT AND TREASURER
[***] CONFIDENTIAL TREATMENT REQUESTED
