EXHIBIT 10.52
AGREEMENT
This Agreement ("Agreement") is entered into this 6th day of July,
2005, by and among Alon USA Energy, Inc., a Delaware corporation ("Alon
Energy"), Alon USA, Inc., a Delaware corporation ("Alon USA"), Alon USA Capital,
Inc., a Delaware corporation ("Alon Capital"), Alon USA Operating, Inc., a
Delaware corporation ("Alon Operating"), and Alon Assets, Inc., a Delaware
corporation ("Alon Assets" and together with Alon USA, Alon Capital, and Alon
Operating, the "Alon Subsidiaries"), and Xxxx X. Xxxxxx, Xxxxxx X. Xxxx and
Xxxxxx X. Xxxxxxxxx, III, (together "Management").
WHEREAS, Alon Energy is contemplating an initial public offering (the
"IPO") of shares of its common stock, par value $.01 per share (the "Energy
Common Stock"), a portion of the proceeds of which will be made available to the
Alon Subsidiaries and their direct and indirect subsidiaries;
NOW THEREFORE, in consideration of Alon Energy making a portion of the
IPO proceeds available to the Alon Subsidiaries and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. Commencing with the issuance of Energy Common Stock by Alon Energy
in the IPO and continuing thereafter, the Alon Subsidiaries agree that, upon
each issuance by Alon Energy of any shares of Energy Common Stock (an "Energy
Common Stock Issuance") and/or the exercise of options held by Management into
shares of Alon Operating or Alon Assets, the Alon Subsidiaries shall cause the
following transactions to occur:
(a) Alon USA shall purchase from Alon Operating, and Alon
Operating shall sell to Alon USA, a number of shares of voting common
stock, par value $.01 per share, of Alon Operating, so that after such
purchase the percentage of ownership of Alon Operating then held by
Management shall have been diluted, on an accumulated basis since the
date of this Agreement, by a percentage equal to the aggregate number
of shares of Energy Common Stock issued in all Energy Common Stock
Issuances since the date of this Agreement, divided by the total shares
of Energy Common Stock then outstanding (after giving effect to all
Energy Common Stock Issuances since the date of this Agreement). Such
shares of Alon Operating voting common stock shall be sold to Alon USA
by Alon Operating at a price per share equal to the Per Share Equity
Value (as defined below).
(b) Alon Capital shall purchase from Alon Assets, and Alon
Assets shall sell to Alon Capital, a number of shares of voting common
stock, par value $.01 per share, of Alon Assets, so that after such
purchase the percentage of ownership of Alon Capital then held by
Management shall have been diluted, on an accumulated basis since the
date of this Agreement, by a percentage equal to the aggregate number
of shares of Energy Common Stock issued in all Energy
Common Stock Issuances since the date of this Agreement, divided by the
total shares of Energy Common Stock then outstanding (after giving
effect to all Energy Common Stock Issuances since the date of this
Agreement). Such shares of Alon Assets voting common stock shall be
sold to Alon Capital by Alon Assets at a price per share equal to the
Per Share Equity Value.
(c) For purposes of paragraphs (a) and (b) above, the term
"Per Share Equity Value" shall mean the total stockholders equity of
Alon Operating or Alon Assets, as applicable, divided by the total
number of shares of voting and nonvoting common stock of Alon Operating
or Alon Assets, as applicable, outstanding immediately prior to the
transactions contemplated in paragraphs (a) and (b) above. The
determination of Per Share Equity Value shall be made by the board of
directors of Alon Operating and Alon Assets, as applicable, based on
the most recently prepared balance sheet of such entity (which
determination shall be conclusive and binding).
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
Alon USA, Inc. Alon USA Capital, Inc.
By: /s/ Xxxxxx X. Xxxx By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx, Vice President Xxxxxx X. Xxxx, Vice President
Alon USA Operating, Inc. Alon Assets, Inc.
By: /s/ Xxxxxx X. Xxxx By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx, Vice President Xxxxxx X. Xxxx, Vice President
Alon USA Energy, Inc.
By: /s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx, Executive Chairman
/s/ Xxxx X. Xxxxxx /s/ Xxxxxx X. Xxxx
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Xxxx X. Xxxxxx Xxxxxx X. Xxxx
/s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx, III
