(1) | McMurrian v. Lion Oil Company, Circuit Court of Union County, Arkansas, Case No. CIV-2001-213. |
(1) | Consent Decree entered in United States v. Tyler Holding Company, Inc. and Delek Refining, Ltd., case no. 6:09-cv-319 (Eastern District of Texas). |
(2) | Any conditions or events reported to a governmental entity or other regulatory person prior to July 26, 2013. |
(1) | Consent Decree entered in United States and State of Arkansas v. Lion Oil Company, Civ. No. 03-1028 (Western District of Arkansas). |
(2) | Any conditions or events reported to a governmental entity or other regulatory person prior to February 10, 2014. |
(3) | Any matters described in either (a) the report of E.Vironment prepared for Delek US dated March 29, 2011 or (b) the draft report of Environmental Resources Management prepared for the Partnership dated February 7, 2014. |
(1) | Consent Decree entered in United States v. Tyler Holding Company, Inc. and Delek Refining, Ltd., case no. 6:09-cv-319 (Eastern District of Texas). |
(2) | Any conditions or events reported to a governmental entity or other regulatory person prior to March 31, 2015. |
(1) | Consent Decree entered in United States and State of Arkansas v. Lion Oil Company, Civ. No. 03-1028 (Western District of Arkansas). |
(2) | Any conditions or events reported to a governmental entity or other regulatory person prior to March 31, 2015. |
(3) | Any matters described in either (a) the report of E.Vironment prepared for Delek US dated March 29, 2011 or (b) the draft report of Environmental Resources Management prepared for the Partnership dated February 7, 2014. |
(1) | None. |
(1) | None. |
(1) | Subsurface plume at Big Sandy terminal. |
(2) | The following matters are deemed to have occurred or existed before the applicable Closing Date: |
a) | the release of crude oil initially detected on March 9, 2013 within a pumping facility at Delek Logistics’ Magnolia Station located west of the El Dorado refinery (the “Magnolia Release”); and |
b) | the release of crude oil initially identified on October 7, 2013, from the Delek Logistics gathering line near Macedonia, Arkansas (the “Macedonia Release”). |
(1) | A consent decree was entered in United States v. Tyler Holding Company, Inc. and Delek Refining, Ltd., case no. 6:09-cv-319 (Eastern District of Texas). |
(2) | Any conditions or events reported to a governmental entity or other regulatory person prior to July 26, 2013. |
(1) | A consent decree was entered in United States and State of Arkansas v. Lion Oil Company, Civ. No. 03-1028 (Western District of Arkansas). |
(2) | Any conditions or events reported to a governmental entity or other regulatory person prior to February 10, 2014. |
(3) | Any matters described in either (a) the report of E.Vironment prepared for Delek US dated March 29, 2011 or (b) the draft report of Environmental Resources Management prepared for the Partnership dated February 7, 2014. |
(1) | Any conditions or events reported to a governmental entity or other regulatory person prior to March 31, 2015. |
(1) | Any conditions or events reported to a governmental entity or other regulatory person prior to March 31, 2015. |
(2) | Any matters described in either (a) the report of E.Vironment prepared for Delek US dated March 29, 2011 or (b) the draft report of Environmental Resources Management prepared for the Partnership dated February 7, 2014. |
(1) | None. |
(1) | Shell Trading (US) Company v. Lion Oil Trading & Transportation, Inc., District Court of Harris County, Texas, Cause No. 2009-11659. |
(1) | Executive management services of Delek employees who devote less than 50% of their business time to the business and affairs of the Partnership Group, including Delek US stock-based compensation expense |
(2) | Financial and administrative services (including, but not limited to, treasury and accounting) |
(3) | Information technology services |
(4) | Legal services |
(5) | Health, safety and environmental services |
(6) | Human resources services |
(7) | Insurance administration |
Asset | Owner |
Paline Pipeline. The 185-mile, 10-inch crude oil pipeline running from Longview, Texas and the Chevron-operated Beaumont terminal in Nederland, Texas and an approximately seven-mile idle pipeline from Port Neches to Port Arthur, Texas. | Paline |
SALA Gathering System. The approximately 600 miles of three- to eight-inch crude oil gathering and transportation lines in southern Arkansas and northern Louisiana located primarily within a 60-mile radius of the El Dorado refinery. | SALA |
Magnolia Pipeline System. The 77-mile crude oil pipeline running between a connection with ExxonMobil’s North Line pipeline near Shreveport, Louisiana and our Magnolia Station. | Magnolia |
El Dorado Pipeline System. The 28-mile crude oil pipeline, the 12-inch diesel line from the El Dorado refinery to the Enterprise system and the 10-inch gasoline line from the El Dorado refinery to the Enterprise system. | El Dorado |
McMurrey Pipeline System. The 65-mile pipeline system that transports crude oil from inputs between the La Gloria Station and the Tyler refinery | Crude Logistics |
Nettleton Pipeline System. The 36-mile pipeline that transports crude oil from Nettleton Station to the Tyler refinery. | Crude Logistics |
Big Sandy Terminal. The terminal located in Big Sandy, Texas and the eight-inch Hopewell-Big Sandy Pipeline originating at Hopewell Junction, Texas and terminating at the Big Sandy Station in Big Sandy, Texas. | Marketing-Big Sandy |
Memphis Terminal. The terminal located in Memphis, Tennessee supplied by the El Dorado refinery through the Enterprise TE Products Pipeline. | OpCo |
Tyler Refinery Refined Products Terminal. Located at the Tyler refinery, this terminal consists of a truck loading rack with nine loading bays supplied by pipeline from storage tanks located at the refinery. Total throughput capacity for the terminal is estimated to be approximately 72,000 bpd. | DMSLP |
Tyler Storage Tanks. Located in Tyler, Texas adjacent to the Tyler refinery, the Tankage (as defined in the Tyler Terminal and Tankage Transaction Agreement listed on Schedule IX). | DMSLP |
El Dorado Refined Products Terminal. Located at the El Dorado refinery, this terminal consists of a truck loading rack supplied by pipeline from storage tanks located at the refinery. Total throughput capacity for the terminal is estimated to be approximately 26,700 bpd. | OpCo |
El Dorado Storage Tanks. Located at Sandhill Station and adjacent to the El Dorado refinery, the Tankage (as defined in the El Dorado Terminal and Tankage Agreement listed on Schedule IX). | OpCo |
Tyler Storage Tank. Located in Tyler, Texas adjacent to the Tyler refinery, the Tankage (as defined in the Tyler Tankage Transaction Agreement listed on Schedule IX). | DMSLP |
Asset | Owner |
El Dorado Rail Offloading Facility. Located in El Dorado, Arkansas adjacent to the El Dorado refinery, the Rail Offloading Facility (as defined in the El Dorado Rail Offloading Facility Transaction Agreement listed on Schedule IX). | OpCo |
Big Spring Refinery Logistics Assets. Located near Big Spring, Texas, the Big Spring Logistics Assets (as defined in the Big Spring Refinery Logistics Assets Transaction Agreement listed on Schedule IX). | DKL Big Spring, LLC |
Big Spring Refinery Asphalt Assets. Located near Big Spring, Texas, the Big Spring Asphalt Assets (as defined in the Big Spring Refinery Logistics Assets Transaction Agreement listed on Schedule IX). | DKL Big Spring, LLC |
Duncan Terminal Logistics Assets. Located near Duncan, Oklahoma, the Duncan Terminal (as defined in the Big Spring Refinery Logistics Assets Transaction Agreement listed on Schedule IX). | DKL Big Spring, LLC |
Permian Gathering System Assets. Located in Howard, Borden and Martin Counties, Texas, the DPG System Assets (as defined in the Permian Gathering System Assets Transaction Agreement listed on Schedule IX). | DKL Permian Gathering, LLC |
(1) | That certain project related to AFE # 10502041912 which provides for the construction of a new crude oil storage tank at Delek Refining’s Tyler, Texas refinery with aggregate shell capacity of approximately 300,000 bbls. |
(1) | That certain project related to AFE # 10501047412, which provides for the construction of new crude oil pipeline that commences at the metering skid situated south of Tank #107 at Lion Oil’s El Dorado, Arkansas refinery and continues along the south side of Sandhill Station to its termination point at the tie-in to the Tank #192 fill line. |
(2) | That certain project related to AFE # 11105042812, which provides for the completion of Phase IV of the reversal of the Paline Pipeline System. |
(3) | That certain project related to AFE # 10502041912, which provides for the installation of piping and valves to enable bi-directional flow on the Nettleton Pipeline. |
(1) | Work performed in connection with the turnaround of Lion Oil’s El Dorado refinery that commenced in January 2014. |
Transaction Agreement | Closing Date | First Indemnification Deadline | Second Indemnification Deadline | Annual Environmental Deductible | Annual ROW Deductible |
Contribution, Conveyance and Assumption Agreement, among the Partnership, the General Partner, OpCo, Crude Logistics, Delek US, Delek Marketing & Supply, LLC, Delek Marketing & Supply, LP, Lion Oil and Delek Logistics Services Company | November 7, 2012 | November 7, 2017 | November 7, 2022 | $250,000 | $250,000 |
Transaction Agreement | Closing Date | First Indemnification Deadline | Second Indemnification Deadline | Annual Environmental Deductible | Annual ROW Deductible |
Asset Purchase Agreement between Delek Refining, Ltd., as Seller, and Delek Marketing & Supply, LP, as Buyer | July 26, 2013 | July 26, 2018 | July 26, 2023 | $250,000 | $250,000 |
Transaction Agreement | Closing Date | First Indemnification Deadline | Second Indemnification Deadline | Annual Environmental Deductible | Annual ROW Deductible |
Asset Purchase Agreement between Lion Oil Company, as Seller, and Delek Logistics Operating, LLC, as Buyer | February 10, 2014 | February 10, 2019 | February 10, 2024 | $250,000 | $250,000 |
Transaction Agreement | Closing Date | First Indemnification Deadline | Second Indemnification Deadline | Annual Environmental Deductible | Annual ROW Deductible |
Asset Purchase Agreement between Delek Refining, Ltd., as Seller, and Delek Marketing & Supply, LP, as Buyer | March 31, 2015 | March 31, 2020 | March 31, 2025 | $250,000 | $250,000 |
Transaction Agreement | Closing Date | First Indemnification Deadline | Second Indemnification Deadline | Annual Environmental Deductible | Annual ROW Deductible |
Asset Purchase Agreement between Lion Oil Company and Lion Oil Trading & Transportation, LLC, as Sellers, Delek Logistics Operating, LLC, as Buyer and, solely for purposes of Article VIII and Section 9.2, Delek US Holdings, Inc., as Guarantor | March 31, 2015 | March 31, 2020 | March 31, 2025 | $250,000 | $250,000 |
Transaction Agreement | Closing Date | First Indemnification Deadline | Second Indemnification Deadline | Annual Environmental Deductible | Annual ROW Deductible |
Asset Purchase Agreement by and among Alon USA Partners, LP, Alon USA GP II, LLC, Alon USA Delaware, LLC, Alon USA Refining, LLC, Alon USA, LP, and Alon Paramount Holdings, Inc., as sellers, DKL Big Spring, LLC, as buyer, and solely for purposes of Article X, Delek US Holdings, Inc., as guarantor, as amended | March 1, 2018 | Not applicable. No indemnification pursuant to Omnibus Agreement. | Not applicable. No indemnification pursuant to Omnibus Agreement. | Not applicable. No indemnification pursuant to Omnibus Agreement. | Not applicable. No indemnification pursuant to Omnibus Agreement. |
Transaction Agreement | Closing Date | First Indemnification Deadline | Second Indemnification Deadline | Annual Environmental Deductible | Annual ROW Deductible |
Contribution, Conveyance and Assumption Agreement by and among Delek Big Spring South Mainline, LLC, Delek Permian Gathering, LLC, Delek Big Spring North Gathering, LLC, and Delek Big Spring Gathering, LLC, as contributors, DKL Permian Gathering, Delek Logistics Partners, LP, and Delek Logistics GP, LLC, and solely for purposes of Article VIII, Delek US Holdings, Inc., as guarantor | March 31, 2020 | Not applicable. No indemnification pursuant to Omnibus Agreement. | Not applicable. No indemnification pursuant to Omnibus Agreement. | Not applicable. No indemnification pursuant to Omnibus Agreement. | Not applicable. No indemnification pursuant to Omnibus Agreement. |
Tank # | Location | Assigned Service | Next Internal Inspection Due | |
01-T- | 6 | West Tank Farm | JP8 | 4/29/2016 |
01-T- | 7 | West Tank Farm | Jet A | 1/16/2018 |
01-T- | 8 | West Tank Farm | Jet A | 2/16/2018 |
01-T- | 11 | West Tank Farm | Carbon Black Oil | 6/1/2013 |
01-T- | 12 | West Tank Farm | Ultra Low Sulfur Diesel | 6/23/2018 |
01-T- | 16 | West Tank Farm | Gas Oil/Topped Crude | 9/12/2014 |
01-T- | 19 | West Tank Farm | Topped Crude/Gas Oil | 6/1/2013 |
01-T- | 39 | West Tank Farm | Commercial Butane | 1/20/2014 |
01-T- | 40 | West Tank Farm | Commercial Butane | 4/5/2014 |
01-T- | 41 | West Tank Farm | Commercial Butane | 4/13/2014 |
01-T- | 46 | North Tank Farm | Ethanol | 12/21/2017 |
01-T- | 52 | West Tank Farm | Sub grade 84 | 4/5/2014 |
01-T- | 55 | West Tank Farm | Hydrotreated HSR naphtha | 3/26/2017 |
01-T- | 59 | North Tank Farm | L.Alkylate | 3/16/2014 |
01-T- | 60 | North Tank Farm | FCC Gasoline /Total Alkylate | 6/25/2015 |
01-T- | 61 | North Tank Farm | Platformate | 8/26/2013 |
01-T- | 63 | North Tank Farm | Platformate | 9/12/2015 |
01-T- | 64 | West Tank Farm | Coker Naphtha | 2/28/2015 |
01-T- | 65 | West Tank Farm | Coker Naphtha | 6/1/2013 |
01-T- | 66 | North Tank Farm | GHT Charge | 7/17/2018 |
01-T- | 103 | Alky Tank Farm | Isobutane | 6/19/2015 |
01-T- | 105 | Alky Tank Farm | Isobutane | 6/4/2017 |
01-T- | 106 | Alky Tank Farm | Isobutane | 11/5/2011 |
01-T- | 107 | Alky Tank Farm | Isobutane | 9/28/2013 |
01-T- | 115 | Subgrade 84 | Subgrade 84 | 2/9/2015 |
01-T- | 118 | Aviation Tank Farm | L Alkylate | 10/26/2015 |
01-T- | 122 | Sales Tank Farm | Unlead 87 | 11/5/2015 |
01-T- | 124 | Sales Tank Farm | Subgrade 91 | 11/12/2014 |
01-T- | 125 | Sales Tank Farm | Subgrade 91 | 7/28/2017 |
01-T- | 127 | West Tank Farm | Gas Oil | 6/20/2015 |
01-T- | 132 | Alky Tank Farm | Olefins | 3/15/2018 |
01-T- | 133 | Alky Tank Farm | Olefins | 2/26/2018 |
01-T- | 134 | West Tank Farm | JP8 | 1/8/2018 |
01-T- | 135 | West Tank Farm | JP8 | 1/17/2017 |
Tank # | Location | Assigned Service | Next Internal Inspection Due | |
01-T- | 136 | North Tank Farm | FCC Gasoline /Total Alkylate | 12/17/2016 |
01-T- | 153 | Pipeline Tank Farm | Kerosene (JP8) | 6/1/2013 |
01-T- | 156 | Pipeline Tank Farm | DHT Charge | 6/1/2013 |
01-T- | 162 | Crude Tank Farm | Crude Oil | 2/1/2016 |
01-T- | 165 | Alky Tank Farm | Olefins | 6/1/2013 |
01-T- | 166 | Alky Tank Farm | Olefins | 8/10/2017 |
01-T- | 167 | Alky Tank Farm | Commercial Butane | 2/29/2016 |
01-T- | 169 | West Tank Farm | LSR or Isomate RD | 1/30/2012 |
01-T- | 1 | West Tank Farm | Waste Water Holding | 9-13-2016 |
01-T- | 3 | West Tank Farm | Recovered oil | 7/24/2017 |
01-T- | 4 | West Tank Farm | Recovered oil | 4/15/2017 |
01-T- | 5 | West Tank Farm | Waste Water Holding | 11-10-2016 |
01-T- | 14 | West Tank Farm | Waste Water Holding | 5/18/2018 |
01-T- | 21 | West Tank Farm | Oily Water | 4/06/2018 |
01-T- | 26 | West Tank Farm | Oily Water | 4/10/2018 |
01-T- | 120 | Sulfuric Acid Area | Fresh Sulfuric Acid | 2/2/2018 |
Tank | Next Inspection | Area |
T007 | TBD | LOT |
T019 | TBD | #4,#8 |
T024 | TBD | PMA |
T036 | TBD | PH |
T042 | 2023 | #4,#8 |
T043 | 2023 | #4,#8 |
T054 | TBD | PH |
T059 | TBD | PH |
T061 | TBD | PH |
T062 | TBD | PH |
T063 | TBD | PH |
T064 | 2023 | PH |
T065 | TBD | PH |
T066 | TBD | PH |
T067 | TBD | PH |
T082 | TBD | PH |
T084 | 2019 | PH |
Tank | Next Inspection | Area |
T085 | 2022 | PH |
T088 | 2019 | PH |
T089 | TBD | PH |
T098 | TBD | AP |
T103 | 2019 | PH |
T108 | TBD | PH |
T109 | TBD | PH |
T113 | TBD | PH |
T114 | 2014 | PH |
T115 | 2021 | PH |
T120 | TBD | PH |
T121 | TBD | PH |
T122 | TBD | PH |
T123 | TBD | PH |
T124 | 2022 | PH |
T126 | 2020 | PH |
T128 | 2020 | PH |
T146 | 2015 | PH |
T147 | 2015 | PH |
T148 | 2015 | PH |
T149 | 2019 | PH |
T155 | 2021 | PH |
T167 | TBD | AP |
T168 | 2015 | AP |
T180 | TBD | PMA |
T184 | 2016 | PH |
T185 | 2016 | PH |
T186 | 2015 | PH |
T187 | 2015 | PH |
T189 | 2015 | PH |
T191 | TBD | PH |
T194 | 2019 | #5 & #14 |
T195 | 2019 | #5 & #14 |
T196 | 2019 | #5 & #14 |
T197 | 2019 | #5 & #14 |
T199 | TBD | AP |
T217 | TBD | #7,#10 |
T241 | TBD | #5 & #14 |
T242 | 2014 | #5 & #14 |
T243 | 2014 | #5 & #14 |
T245 | TBD | #5 & #14 |
Tank | Next Inspection | Area |
T246 | TBD | #5 & #14 |
T247 | TBD | #5 & #14 |
T262 | TBD | PH |
T263 | 2014 | PH |
T264 | TBD | PH |
T265 | 2014 | PH |
T268 | 2019 | LOT |
T269 | 2019 | LOT |
T271 | TBD | PH |
T272 | TBD | PH |
T273 | TBD | PH |
T274 | 2014 | PH |
T282 | 2023 | WWTP |
T283 | 2023 | WWTP |
T353 | 2022 | AP |
T354 | 2016 | AP |
T356 | TBD | AP |
T357 | TBD | AP |
T360 | 2021 | #5 & #14 |
T361 | 2022 | #5 & #14 |
T362 | 2019 | #5 & #14 |
T363 | 2019 | #5 & #14 |
T364 | 2019 | #5 & #14 |
T365 | 2019 | #5 & #14 |
T366 | 2019 | #5 & #14 |
T367 | TBD | #5 & #14 |
T368 | TBD | #5 & #14 |
T371 | TBD | #5 & #14 |
T372 | TBD | #5 & #14 |
T531 | 2023 | PH |
T532 | 2022 | PH |
T536 | 2019 | #5 & #14 |
T540 | TBD | Trucking |
T552 | TBD | Trucking |
T554 | 2019 | PMA |
T571 | TBD | AP |
T051 | 2021 | PH |
T198 | 2020 | #5 & #14 |
T240 | 2015 | #5 & #14 |
T244 | N/A | #5 & #14 |
Tank | Next Inspection | Area |
T004 | TBD | LOT |
T009 | TBD | LOT |
T053 | 2022 | LOT |
T140 | 2022 | LOT |
T141 | TBD | LOT |
T142 | 2016 | LOT |
T143 | 2016 | LOT |
T144 | 2014 | LOT |
T188 | TBD | PH |
T275 | TBD | WWTP |
T276 | TBD | WWTP |
T277 | TBD | WWTP |
T278 | TBD | WWTP |
T279 | TBD | WWTP |
T280 | TBD | WWTP |
T373 | 2020 | LOT |
T374 | 2023 | #7,#10 |
T393 | TBD | WWTP |
T394 | TBD | WWTP |
T432 | 2014 | LOT |
T449 | 2014 | WWTP |
T541 | TBD | LOT |
T542 | TBD | LOT |
T543 | TBD | LOT |
T545 | TBD | WWTP |
T546 | TBD | WWTP |
T547 | 2014 | PH |
T023 | 2022 | AP |
T039 | 2023 | #4,#8 |
T040 | 2020 | #4,#8 |
T041 | TBD | #4,#8 |
T076 | 2015 | #4,#8 |
T078 | TBD | AP |
T101 | TBD | AP |
T102 | 2022 | #4,#8 |
T104 | TBD | #4,#8 |
T105 | TBD | #4,#8 |
T112 | TBD | PMA |
T219 | 2022 | AP |
T348 | TBD | AP |
Tank | Next Inspection | Area |
T349 | 2014 | AP |
T350 | TBD | AP |
T351 | TBD | AP |
T352 | TBD | AP |
T355 | 2022 | AP |
T382 | 2022 | PMA |
T383 | 2022 | PMA |
T384 | 2023 | PMA |
T385 | TBD | PMA |
T386 | 2023 | PMA |
T387 | 2023 | PMA |
T544 | TBD | AP |
T548 | 2022 | PMA |
T553 | 2022 | PMA |
T107 | 2022 | AP |
T110 | 2022 | AP |
T175 | 2015 | AP |
T119 | 2023 | PH |
T125 | TBD | PH |
T549 | 2014 | PH |