Sample Business Contracts

Pipeline Capacity Lease Agreement [Assignment] - LaGloria Oil and Gas Co. and Plains Marketing LP

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                                                   La Gloria Oil and Gas Company

April 26, 2005

Re:   Refinery Purchase and Sale Agreement by and between La Gloria Oil and Gas
      Company ("La Gloria"), 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, La Gloria and Delek are parties to the above-referenced
agreement (the "PSA"), under which La Gloria 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 Gloria 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 La
Gloria. Delek is a wholly owned subsidiary of Delek US Holdings, Inc., EIN
52-2319066 and Delek US - DUNS - 02-494-1077.

      La Gloria hereby requests the written consent of the Company to La
Gloria's assignment of the Agreement to Delek. La Gloria expressly agrees that
such consent will not enlarge, diminish or affect in any way the obligations of
either La Gloria or the Company as set forth in the Agreement, or release or
relieve La Gloria 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,, La Gloria and Delek hereby
acknowledge that the Company is holding a cash deposit from La Gloria 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 Gloria 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 Gloria at the end of the Lease term directly to
Delek. La Gloria 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,

                                LA GLORIA 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
Page Two

Delek Refining Ltd. by its General Partner Delek U.S. Refining GP, LLC.

By: /s/ Frederec Green                             By: /s/ Tony McLarty
    -------------------------                         -------------------------

Name: FREDEREC GREEN                              Name: Tony McLarty

Title: CHIEF OPERATING OFFICER                    Title: VP

Consent to the above-referenced assignment is
given this 26 day of APRIL, 2005.

By: /s/ Al Swanson