THIS FIRST AMENDMENT TO AMENDED AND RESTATED SERVICES AGREEMENT (this “Amendment”), dated as of December 14, 2018, is made and entered into by and between DELEK REFINING, LTD., a Texas limited partnership (“Refining”) and DELEK MARKETING-BIG SANDY, LLC, a Texas limited liability company (“Big Sandy”, and together with Refining, collectively, the “Parties” and each individually a “Party”). Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Agreement (as hereinafter defined).
WHEREAS, Refining previously exercised its first Renewal Term option as set forth in that certain extension notice dated as of November 4, 2016, extending the Term of the Agreement through November 6, 2022; and
WHEREAS, the Parties have agreed to amend the Agreement to extend the current Renewal Term of the Agreement, all as more particularly set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1.Amendment. The Agreement is hereby amended by deleting Section 2(a) of the Agreement in its entirety, and inserting the following in lieu thereof:
“This Agreement shall have an initial term commencing on the Effective Date and extending through and including November 6, 2017 (the “Initial Term”). Thereafter, Delek Refining shall have a unilateral option to extend this Agreement for two additional periods, the first commencing on November 7, 2012 and extending through March 31, 2024, and the second commencing on April 1, 2024 and extending through and including November 6, 2027 on the same terms and conditions set forth herein (each, a “Renewal Term”). The Initial Term and any Renewal Terms are sometimes referred to collectively herein as the “Term.” In order to exercise its option to extend this Agreement for a Renewal Term, Delek Refining shall notify Delek-Big Sandy in writing not more than twenty-four (24) months and not less than twelve (12) months prior to the expiration of the Initial Term or any Renewal Term, as applicable.”
2. Effect of Amendment. Except as otherwise expressly provided herein, the Agreement is, and shall continue to be, in full force and effect and are hereby ratified and confirmed
in all respects, except that on and after the date hereof, all references in the Agreement to “this Agreement”, “hereto”, “hereof”, “hereunder” or words of like import referring to the Agreement shall mean the Agreement as amended by this Amendment. Except as expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver or an amendment of any right, power or remedy of either Party under the Agreement, nor constitute a waiver or an amendment of any provision of the Agreement.
3. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
This Amendment contains the entire agreement of the parties and supersedes any other discussions or agreements relating to the subject of this Amendment.
This Amendment does not constitute a waiver of any default under the Agreement, whether or not either Party is aware of any such default.
The headings in this Amendment and the usage herein of defined terms are for convenience of reference only, and shall not be construed as amplifying, limiting or otherwise affecting the substantive provisions hereof.
All references herein to the preamble, the recitals or sections, paragraphs, subparagraphs, annexes or exhibits are to the preamble, recitals, sections, paragraphs, subparagraphs, annexes and exhibits of or to this Amendment unless otherwise specified. The words “hereof”, “herein” and “hereunder” and words of similar import, when used in this Amendment, refer to this Amendment as a whole and not to any particular provision of this Amendment.
Any reference herein to any instrument, document or agreement, by whatever terminology used, shall be deemed to include any and all amendments, modifications, supplements, extensions, renewals, substitutions and/or replacements thereof as the context may require.
When used herein, (1) the singular shall include the plural, and vice versa, and the use of the masculine, feminine or neuter gender shall include all other genders, as appropriate, (2) “include”, “includes” and “including” shall be deemed to be followed by “without limitation” regardless of whether such words or words of like import in fact follow same, and (3) unless the context clearly indicates otherwise, the disjunctive “or” shall include the conjunctive “and”.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment, or have caused this Amendment to be executed by their duly authorized officers or other representatives, as of the date first above written.
DELEK REFINING LTD.,
By: DELEK U.S. REFINING GP, LLC,
its general partner
By: /s/ Frederec Green
Name: Frederec Green
Executive Vice President and Chief Operating Officer
By: /s/ Kevin Kremke
Executive Vice President and Chief Financial Officer
DELEK MARKETING-BIG SANDY, LLC
By: /s/ Alan Moret
Name: Alan Moret
By: /s/ Regina Jones
Executive Vice President, General Counsel & Corporate Secretary