EX-10.1



 





EXECUTION COPY




 





STOCK PURCHASE AGREEMENT




 





By and Between



TRANSMONTAIGNE INC.

(Seller)



and




DELEK US HOLDINGS, INC.

(Buyer)




 






The Purchase of

A Minority Equity Interest In

Lion Oil Company




 






JULY 12, 2007




 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 

	 
	 	 	 	 	 	 
	ARTICLE I DEFINITIONS AND INTERPRETATION	 	 	1	 
	1.1
	 	Definitions	 	 	1	 
	1.2
	 	Interpretation	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE II PURCHASE AND SALE OF SHARES	 	 	1	 
	2.1
	 	Purchase and Sale	 	 	1	 
	2.2
	 	Purchase Price	 	 	1	 
	2.3
	 	The Closing	 	 	2	 
	2.4
	 	Deliveries of Seller	 	 	2	 
	2.5
	 	Deliveries of Buyer	 	 	3	 
	2.6
	 	Cash Dividends	 	 	3	 
	 
	 	 	 	 	 	 
	ARTICLE III REPRESENTATIONS AND WARRANTIES CONCERNING THE CONTEMPLATED TRANSACTIONS	 	 	4	 
	3.1
	 	Representations and Warranties of Seller	 	 	4	 
	3.2
	 	Representations and Warranties of Buyer	 	 	6	 
	 
	 	 	 	 	 	 
	ARTICLE IV REPRESENTATIONS AND WARRANTIES CONCERNING LION OIL	 	 	10	 
	4.1
	 	Organization, Qualification, Company Power	 	 	10	 
	4.2
	 	Lion Oil Capitalization	 	 	10	 
	4.3
	 	Noncontravention	 	 	11	 
	4.4
	 	Lion Oil Directors	 	 	11	 
	4.5
	 	Financial Statements	 	 	11	 
	4.6
	 	Subsequent Events	 	 	11	 
	4.7
	 	Legal Compliance	 	 	12	 
	4.8
	 	Capital Budget	 	 	12	 
	4.9
	 	Litigation	 	 	12	 
	4.10
	 	Environmental Matters	 	 	12	 
	4.11
	 	Permits	 	 	13	 
	4.12
	 	Powers of Attorney	 	 	13	 
	 
	 	 	 	 	 	 
	ARTICLE V PRE-CLOSING COVENANTS	 	 	13	 
	5.1
	 	Satisfaction of Conditions Precedent	 	 	13	 
	5.2
	 	Notices and Consents	 	 	13	 
	5.3
	 	HSR Act	 	 	14	 
	5.4
	 	Amendment of Schedules	 	 	14	 
	5.5
	 	Notice of Developments	 	 	14	 






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TABLE OF CONTENTS

(continued)





	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	5.6
	 	Additional Lion Shares	 	 	15	 
	5.7
	 	Additional Lion Information	 	 	15	 
	 
	 	 	 	 	 	 
	ARTICLE VI POST-CLOSING COVENANTS	 	 	15	 
	6.1
	 	General	 	 	15	 
	6.2
	 	Litigation Support	 	 	15	 
	6.3
	 	Delivery and Retention of Records	 	 	15	 
	6.4
	 	Transfer Restrictions on Delek Shares	 	 	15	 
	6.5
	 	Short Sales	 	 	16	 
	6.6
	 	Securities Listing	 	 	16	 
	6.7
	 	Taxes	 	 	16	 
	6.8
	 	Additional Payments to Seller	 	 	16	 
	6.9
	 	Fuel Option	 	 	17	 
	 
	 	 	 	 	 	 
	ARTICLE VII CONDITIONS PRECEDENT	 	 	19	 
	7.1
	 	Conditions Precedent to Obligation of Buyer	 	 	19	 
	7.2
	 	Conditions to Obligation of Seller	 	 	20	 
	 
	 	 	 	 	 	 
	ARTICLE VIII REMEDIES FOR BREACHES OF AGREEMENT	 	 	20	 
	8.1
	 	Survival of Representations, Warranties and Certain Covenants	 	 	20	 
	8.2
	 	Indemnification Provisions for the Benefit of Buyer	 	 	21	 
	8.3
	 	Indemnification Provisions for the Benefit of Seller	 	 	21	 
	8.4
	 	Limitations and Provisions of Indemnification	 	 	21	 
	8.5
	 	Matters Involving Third Parties	 	 	23	 
	8.6
	 	Determination of Amount of Adverse Consequences	 	 	23	 
	8.7
	 	Subrogation	 	 	23	 
	8.8
	 	Limitation of Damages	 	 	23	 
	8.9
	 	Specific Performance	 	 	24	 
	 
	 	 	 	 	 	 
	ARTICLE IX TERMINATION OF AGREEMENT	 	 	24	 
	9.1
	 	Termination of Agreement	 	 	24	 
	9.2
	 	Effect of Termination	 	 	25	 
	 
	 	 	 	 	 	 
	ARTICLE X MISCELLANEOUS	 	 	25	 
	10.1
	 	Cooperation	 	 	25	 
	10.2
	 	No Third Party Beneficiaries	 	 	25	 
	10.3
	 	Successors and Assignment	 	 	25	 






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TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	10.4
	 	Notices	 	 	25	 
	10.5
	 	Governing Law	 	 	26	 
	10.6
	 	Entire Agreement	 	 	26	 
	10.7
	 	Severability	 	 	27	 
	10.8
	 	Transaction Expenses	 	 	27	 
	10.9
	 	Arbitration	 	 	27	 
	10.10
	 	Confidentiality; Publicity	 	 	28	 
	10.11
	 	Counterparts	 	 	29	 






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SCHEDULES




	 	 	 
	Schedule 3.2(c)

	 	Buyer Conflicts
	Schedule 3.2(l)

	 	Buyer Changes
	Schedule 5.6

	 	Additional Lion Shareholders
	Schedule 6.9(a)

	 	Fuel Markets






EXHIBITS




	 	 	 
	Exhibit A

	 	Definitions and Interpretation
	Exhibit 2.4(d)

	 	Registration Rights Agreement
	Exhibit 2.4(e)

	 	Board Resignation and Release







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STOCK PURCHASE AGREEMENT




     THIS STOCK PURCHASE AGREEMENT dated as of July 12, 2007 (this “Agreement”), is by and between
TRANSMONTAIGNE INC., a Delaware corporation (“Seller”), and DELEK US HOLDINGS, INC., a Delaware
corporation (“Buyer”). Each of Seller and Buyer may be referred to herein individually as a
“Party,” and collectively as the “Parties.”



RECITALS




     WHEREAS, Seller is the record and beneficial owner of One Million Five Hundred and Sixty
Thousand (1,560,000) shares of common stock, par value $0.10 per share, (the “Lion Shares”) of Lion
Oil Company, an Arkansas corporation (“Lion Oil”), representing all of the Equity Interest of Lion
Oil owned by Seller;



     WHEREAS, Lion Oil is engaged in the businesses of refining and marketing petroleum products,
operating pipelines and construction (the “Businesses”);



     WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, the Lion
Shares in accordance with and pursuant to the terms and conditions of this Agreement;



     WHEREAS, the Parties desire to make certain representations, warranties, covenants, and other
agreements in connection with the sale and purchase of the Lion Shares;



     NOW, THEREFORE, in consideration of the premises and the mutual promises made in this
Agreement, and in consideration of the representations, warranties, and covenants contained herein,
and other good and valuable consideration the receipt and sufficiency of which are hereby
acknowledged, each of the Parties hereby agrees as follows intending to be legally bound:



ARTICLE I

DEFINITIONS AND INTERPRETATION




     1.1 Definitions. Unless otherwise expressly provided to the contrary in this Agreement,
capitalized terms used herein shall have the meanings set forth in Section 1.1 of
Exhibit A.



     1.2 Interpretation. Unless otherwise expressly provided to the contrary in this Agreement,
this Agreement shall be interpreted in accordance with the provisions set forth in Section
1.2 of Exhibit A.



ARTICLE II

PURCHASE AND SALE OF SHARES




     2.1 Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing,
Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, all of Seller’s right,
title, and interest in and to the Lion Shares, free and clear of any and all Encumbrances, and any
and all rights related to, associated with, or arising with respect to the Lion Shares from and
after the date hereof, including all rights to or for distributions, dividends, stock dividends,
share subdivisions, share reclassifications, recapitalizations, share exchanges, and similar rights
(subject to Section 2.6).



     2.2 Purchase Price.



          (a) In consideration for the sale of the Lion Shares, Buyer agrees (i) to pay to Seller at the
Closing cash in an amount equal to Thirty Million Dollars ($30,000,000) (the “Cash Payment”) by



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wire transfer of immediately available funds, and (ii) to issue to Seller, in reliance on the
representations, warranties, and covenants of Seller set forth herein, One Million Nine Hundred
Sixteen Thousand Six Hundred Sixty-Seven (1,916,667) shares of common stock, par value $0.01 per
share, of Buyer (the “Delek Shares,” and collectively with the Cash Payment, the “Purchase Price”).




          (b) (i) Each certificate representing the Delek Shares will be endorsed with the following
legends:




“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ARE “RESTRICTED
SECURITIES” AS DEFINED IN RULE 144 PROMULGATED UNDER THE ACT. THE
SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE DISTRIBUTED
EXCEPT (I) IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SHARES UNDER THE ACT OR (II) IN COMPLIANCE WITH RULE 144 OR (III) OTHERWISE
PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE ACT
BASED ON AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER.




THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
TRANSFER RESTRICTIONS SET FORTH IN THAT CERTAIN STOCK PURCHASE AGREEMENT
DATED JULY 12, 2007, AS MAY BE AMENDED FROM TIME TO TIME, BETWEEN THE
COMPANY AND THE REGISTERED HOLDER, OR HIS, HER OR ITS PREDECESSOR IN
INTEREST, A COPY OF WHICH IS ON FILE AT THE COMPANY’S PRINCIPAL PLACE OF
BUSINESS OR REGISTERED OFFICE.”


, and any other legends required by applicable securities Laws or the Registration Rights
Agreement.




               (ii) Buyer may instruct its transfer agent not to register the transfer of the Delek Shares,
unless the conditions specified in the foregoing legends are satisfied.



     2.3 The Closing. Unless this Agreement shall have been earlier terminated pursuant to
Article IX, the closing of the Contemplated Transactions (the “Closing”) shall take place
at the offices of Fulbright & Jaworski L.L.P. located at 1301 McKinney, Suite 5100, Houston, Texas
77010, commencing at 10:00 a.m. Central Time no later than the second (2nd) Business Day
following the satisfaction or waiver of all of the conditions set forth in Sections 7.1 and
7.2 to the obligations of the Parties to consummate the Contemplated Transactions (other
than conditions with respect to actions each Party will take at the Closing itself), or such other
date or location as Buyer and Seller may mutually determine (the “Closing Date”).



     2.4 Deliveries of Seller. At the Closing, Seller will deliver, or cause to be delivered to
Buyer:



          (a) Lion Share Certificates. Original certificates representing the Lion Shares, duly
endorsed in blank or accompanied by stock transfer powers duly executed in blank or other
appropriate transfer instruments;



          (b) Officer’s Certificate. An officer’s certificate, effective as of the Closing Date and
duly executed by Seller, certifying as to the fulfillment of each condition specified in
Sections 7.1(a) and 7.1(b);



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Page 2 of 29





 









 








          (c) Instruments of Transfer. Such other instruments of assignment and transfer as shall be
necessary to transfer to Buyer all of Seller’s right, title, and interest in and to the Lion
Shares, each effective as of the Closing Date and duly executed by Seller;



          (d) Registration Rights Agreement. A Registration Rights Agreement substantially in the form
of Exhibit 2.4(d) (the “Registration Rights Agreement”), effective as of the Closing Date
and duly executed by Seller;



          (e) Board Resignations. The resignation and release, effective as of the Closing Date, of
each of Randall J. Larson and Javed Ahmed from the Board of Directors of Lion Oil and, to the
extent applicable, its Subsidiaries, substantially in the form of Exhibit 2.4(e);



          (f) FIRPTA Affidavit. An affidavit as described in Section 1445(b)(2) of the Code in
customary form; and



          (g) Miscellaneous. Such other documents and instruments as may be reasonably necessary to
consummate the Contemplated Transactions.



     2.5 Deliveries of Buyer. At the Closing (unless otherwise indicated below), Buyer will
deliver, or cause to be delivered to Seller:



          (a) Cash Consideration. The Cash Payment;



          (b) Delek Share Certificates. Within three (3) Business Days after the Closing Date, Buyer
shall cause its transfer agent to deliver to Seller certificates, dated as of the Closing Date,
registered in Seller’s name representing the aggregate number of the Delek Shares;



          (c) Officer’s Certificate. An officer’s certificate, effective as of the Closing Date and
duly executed by Buyer, certifying as to the fulfillment of each condition specified in
Sections 7.2(a) and 7.2(b);



          (d) Registration Rights Agreement. The Registration Rights Agreement, effective as of the
Closing Date and duly executed by Buyer; and



          (e) Miscellaneous. Such other documents and instruments as may be reasonably necessary to
consummate the Contemplated Transactions.



     2.6 Cash Dividends. Notwithstanding the provisions of Section 2.1 to the contrary, in
the event Lion Oil declares cash dividends to holders of record of Lion Common Stock after the date
hereof but prior to the Closing Date (the “Interim Period Cash Dividends”), then Seller shall be
entitled to receive and retain the Interim Period Cash Dividends that are paid or become payable on
the Lion Shares with respect to any such declaration to the extent the total Interim Period Cash
Dividends that are paid or become payable by Lion Oil to all holders of Lion Common Stock are, in
the aggregate, equal to or less than Ten Million Dollars ($10,000,000). In the event the Closing
occurs, Buyer shall have the right to receive, without additional consideration, all Interim Period
Cash Dividends that are paid or become payable on the Lion Shares to the extent the total Interim
Period Cash Dividends that are paid or become payable by Lion Oil to all holders of Lion Common
Stock are, in the aggregate, greater than Ten Million Dollars ($10,000,000). At the Closing, Buyer
shall receive a credit against the payment of the Cash Payment to the extent of any Interim Period
Cash Dividends attributable to the Lion Shares that are to accrue to the benefit of Buyer pursuant
to this Section 2.6 and are actually paid to Seller prior to the Closing. Notwithstanding
any provision in this Agreement to the contrary, Seller shall be entitled to



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receive and retain all cash dividends declared by the Board of Directors of Lion Oil with
respect to the Lion Shares prior to or on the date of this Agreement.




ARTICLE III

REPRESENTATIONS AND WARRANTIES

CONCERNING THE CONTEMPLATED TRANSACTIONS




     3.1 Representations and Warranties of Seller. Seller hereby represents and warrants to Buyer
that the statements contained in this Section 3.1 are correct and complete as of the date
of this Agreement, and will be correct and complete as of the Closing Date as though made then and
as though the Closing Date were substituted for the date of this Agreement throughout this
Section 3.1 (except to the extent that any such representation or warranty speaks to an
earlier date):



          (a) Organization of Seller. Seller is a corporation duly organized, validly existing, and in
good standing under the Laws of the State of Delaware. Seller is duly qualified to conduct its
business as a foreign entity and is in good standing under the Laws of each jurisdiction where such
qualification is required. Seller has the requisite corporate power and authority necessary to
own, lease, or operate its properties and assets and carry on its business as presently conducted.



          (b) Authorization of Transaction. Seller has the requisite corporate power and authority to
execute and deliver this Agreement and the other documents contemplated hereby to which Seller is a
party, to perform its obligations hereunder and thereunder, and to consummate the Contemplated
Transactions. Seller has taken all corporate actions necessary to authorize the execution and
delivery of this Agreement and the other documents contemplated hereby to which Seller is a party,
the performance of Seller’s obligations hereunder and thereunder, and the consummation of the
Contemplated Transactions. This Agreement and the other documents contemplated hereby to which
Seller is a party have been duly authorized, approved, executed, and delivered by Seller. This
Agreement constitutes, and as of the Closing the other Contracts required to be executed and
delivered by Seller at the Closing will each constitute a valid and legally binding obligation of
Seller and, assuming the due authorization, execution, and delivery thereof by the other parties
hereto and thereto, Enforceable against Seller in accordance with its terms and conditions subject,
however, to the effects of bankruptcy, insolvency, reorganization, moratorium, or similar Laws
affecting creditors’ rights generally and to general principles of equity (regardless of whether
such enforceability is considered in a Proceeding in equity or at Law).



          (c) Noncontravention. Neither the execution and delivery by Seller of this Agreement or any
other documents contemplated hereby to which Seller is a party, nor the performance by Seller of
its obligations hereunder or thereunder, nor the consummation by Seller of the Contemplated
Transactions, will (i) violate any provision of the Organizational Documents of Seller or any
Permit, Law, Order, or other restriction of any Governmental Authority to which Seller or its
assets is subject or bound, (ii) conflict with, result in a Breach of, constitute a default under,
result in the acceleration of, create in any party the right to accelerate, terminate, modify, or
cancel, or require any notice under any Contract to which Seller is a party or by which Seller or
its assets is subject or bound, (iii) provide any party other than Buyer with the right to exercise
any right of first refusal to purchase or other right to purchase the Lion Shares, or (iv) require
Seller to give any notice to, make any filing with, or obtain any Consent of any third party or
Governmental Authority, except (A) applicable notices, filings, Consents, as may be required under
the HSR Act to be made by any Party or its Affiliates (including any Consents of the FTC and DOJ),
and (B) any filings with the SEC required to be made by any Party or its Affiliates, in each case
except as would not, individually or in the aggregate, materially adversely affect the ability of
Seller to consummate the Contemplated Transactions or perform its obligations under this Agreement.



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          (d) Broker Fees. Neither Seller nor any of its Affiliates has any liability or obligation to
pay any fees, commissions, or other compensations to any broker, finder, or agent retained by
Seller or its Affiliates with respect to the Contemplated Transactions for which Buyer or its
Affiliates could become liable or obligated, directly or indirectly.



          (e) Litigation. There is no Claim, Proceeding or Order pending or, to the Knowledge of
Seller, threatened against Seller or to which Seller is otherwise a party relating to this
Agreement, the Contemplated Transactions, or the Lion Shares.



          (f) Ownership of the Lion Shares. Seller is the sole record and beneficial owner of the Lion
Shares and owns the Lion Shares free and clear of all Encumbrances and restrictions on transfer
except for transfer restrictions created under the Securities Act of 1933, as amended (the
“Securities Act”) or state securities Laws. To Seller’s Knowledge, the Lion Shares represent
18.815% of all of the issued and outstanding shares of capital stock of Lion Oil computed on a
fully diluted basis as of January 5, 2007 (assuming no exercise by Ergon, Inc. of its right to
acquire additional capital stock of Lion Oil upon termination of the Ergon Management Agreement).
To Seller’s Knowledge, there has not been any change (either an increase or decrease) in the number
of issued and outstanding shares of capital stock of Lion Oil since January 5, 2007. Neither Seller
nor any of its Affiliates has entered into any Commitments with respect to the Lion Shares or is a
party to (i) any Contract (other than this Agreement) that requires (or could require pursuant to
express provisions) Seller or any of its Affiliates to Dispose of any of the Lion Shares, or (ii)
any voting trust, proxy, or other agreement or understanding with respect to voting any of the Lion
Shares. Other than the pre-emptive rights set forth in the articles of incorporation of Lion Oil,
neither Seller nor any of its Affiliates owns directly or indirectly any Equity Interests, rights
exercisable or convertible therefor, or Commitments to acquire Equity Interests in or to Lion Oil
other than the Lion Shares. Seller is not a party to any Contract that restricts the right to
Dispose or Encumber the Lion Shares or any part thereof or interest therein.



          (g) Securities Matters.



               (i) The Delek Shares, when acquired by Seller at the Closing, will be acquired for Seller’s
own account, for investment purposes and not with a view to, or for resale in connection with, any
distribution or public offering thereof within the meaning of the Securities Act, or applicable
state securities Laws. Seller is not a party to any Contract to Dispose or Encumber the Delek
Shares or any part thereof or interest therein, except that all tangible and intangible assets of
Seller (excluding the Lion Shares but including the Delek Shares) are pledged as security under
Seller’s Senior Secured Working Capital Credit Facility, dated September 1, 2006, as amended from
time to time (the “Seller Credit Facility”).



               (ii) Seller understands that (A) the Delek Shares have not been registered under the
Securities Act by reason of their issuance in a transaction exempt from the registration and
prospectus delivery requirements of the Securities Act and have not been qualified under any state
securities Laws on the grounds that the offering and sale of securities contemplated by this
Agreement are exempt from registration thereunder, and (B) Buyer’s reliance on such exemptions is
predicated on Seller’s representations set forth herein. Seller understands that the resale of the
Delek Shares may be restricted indefinitely, unless a subsequent disposition thereof is registered
under the Securities Act and registered under any state securities Law or is exempt from such
registration.



               (iii) Seller is an “Accredited Investor” as that term is defined in Rule 501 of Regulation D
promulgated under the Securities Act. Seller is able to bear the economic risk of the acquisition
of the Delek Shares pursuant to the terms of this Agreement, including a complete loss of Seller’s
investment in the Delek Shares.



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               (iv) Seller can bear the economic risk of its investment (including possible complete loss of
such investment) for an indefinite period of time and has such knowledge and experience in
financial or business matters that it is capable of evaluating the merits and risks of its
acquisition of the Delek Shares. Seller has not been organized for the purpose of acquiring the
Delek Shares.



               (v) Seller is aware of the provisions of Rule 144 promulgated under the Securities Act which
permit limited resale of shares acquired in a private placement subject to the satisfaction of
certain conditions, including, among other things, the existence of a public market for the shares
of Buyer’s capital stock, the availability of certain current public information about Buyer, the
resale occurring not less than one (1) year after a party has purchased and paid for the security
to be sold, the sale being effected through a “broker’s transaction” or in a transaction directly
with a “market maker,” and the number of shares being sold during any three-month period not
exceeding specified limitations. Seller further understands that there is no assurance that Rule
144 or any exemption from the Securities Act will be available, or if available, that such
exemption will allow Seller to Dispose of any or all of the Delek Shares in the amounts or at the
times Seller might propose.



               (vi) During the negotiation of the Contemplated Transactions, Seller and its representatives
and legal counsel have been afforded access, to the extent not prohibited by applicable Law, to
corporate books, financial statements, records, Contracts, documents, and other information
concerning Buyer and to Buyer’s offices and facilities, have been afforded an opportunity to ask
such questions of Buyer’s officers, employees, agents, accountants and representatives concerning
Buyer’s business, operations, financial condition, assets, liabilities and other relevant matters
as they have deemed necessary or desirable, and have been given all such information as has been
requested, to evaluate the merits and risks of the prospective investments in the Delek Shares
contemplated herein.



               (vii) For purposes of state “blue sky” Laws, Seller represents and warrants that Seller is
located in the State of Colorado and that the decision by Seller to acquire the Delek Shares shall
be deemed to occur solely in the State of Colorado.



               (viii) Other than with respect to the Contemplated Transactions, since May 1, 2007, neither
Seller nor Morgan Stanley Capital Group Inc. (“MSCG”) has directly or indirectly, effected or
agreed to effect any Short Sales involving the Delek Common Stock.



          (h) Letters of Credit. Seller has no outstanding irrevocable letters of credit for the benefit
of Lion Oil, whether made pursuant to the terms of that certain Lion Oil 1989 Stock Rights Offering
Plan or otherwise. To the extent Seller had previously provided any such letters of credit, Seller
has been released in full from any such obligations.



     3.2 Representations and Warranties of Buyer. Buyer represents and warrants to Seller that the
statements contained in this Section 3.2 are correct and complete as of the date of this
Agreement, and will be correct and complete as of the Closing Date as though made then and as
though the Closing Date were substituted for the date of this Agreement throughout this Section
3.2 (except to the extent that any such representation or warranty speaks to an earlier date):



          (a) Organization of Buyer. Buyer is a corporation duly organized, validly existing, and in
good standing under the Laws of the State of Delaware. Buyer is duly qualified to conduct its
business as a foreign entity and is in good standing under the Laws of each jurisdiction where such
qualification is required. Buyer has the requisite corporate power and authority necessary to own,
lease, or operate its properties and assets and carry on its business as presently conducted.



          (b) Authorization of Transaction. Buyer has the requisite corporate power and authority to
execute and deliver this Agreement and the other documents contemplated hereby to which



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Buyer is a party, to perform its obligations hereunder and thereunder, and to consummate the
Contemplated Transactions. Buyer has taken all corporate actions necessary to authorize the
execution and delivery of this Agreement and the other documents contemplated hereby to which Buyer
is a party, the performance of Buyer’s obligations hereunder and thereunder, and the consummation
of the Contemplated Transactions. This Agreement and the other documents contemplated hereby to
which Buyer is a party have been duly authorized, approved, executed, and delivered by Buyer. This
Agreement constitutes and, as of the Closing, the other Contracts required to be executed and
delivered by Buyer at the Closing will each constitute a valid and legally binding obligation of
Buyer and, assuming the due authorization, execution, and delivery thereof by the other parties
hereto and thereto, Enforceable against Buyer in accordance with its terms and conditions subject,
however, to the effects of bankruptcy, insolvency, reorganization, moratorium, or similar Laws
affecting creditors’ rights generally and to general principles of equity (regardless of whether
such enforceability is considered in a Proceeding in equity or at Law).




          (c) Noncontravention. Except as set forth on Schedule 3.2(c), neither the execution
and delivery by Buyer of this Agreement or any other documents contemplated hereby to which Buyer
is a party, nor the performance by Buyer of its obligations hereunder or thereunder, nor the
consummation by Buyer of the Contemplated Transactions, will (i) violate any provision of the
Organizational Documents of Buyer or its Subsidiaries or any Permit, Law, Order, or other
restriction of any Governmental Authority to which Buyer or its Subsidiaries or their assets are
subject or bound, (ii) conflict with, result in a Breach of, constitute a default under, result in
the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or
require any notice under any Contract to which Buyer or its Subsidiaries is a party or by which
Buyer or its Subsidiaries or their assets are subject or bound, (iii) provide any party other than
Seller with the right to exercise any right of first refusal to purchase or other right to purchase
the Delek Shares, or (iv) require Buyer or its Subsidiaries to give any notice to, make any filing
with, or obtain any Consent of any third party or Governmental Authority, except (A) applicable
notices, filings, Consents, as may be required under the HSR Act (including any Consents of the FTC
and DOJ), and (B) any filings with the SEC required to be made, in each case except as would not,
individually or in the aggregate, materially adversely affect the ability of Buyer to consummate
the Contemplated Transactions or perform its obligations under this Agreement.



          (d) Broker Fees. Neither Buyer nor any of its Affiliates has any liability or obligation to
pay any fees, commissions, or other compensations to any broker, finder, or agent retained by Buyer
or its Affiliates with respect to the Contemplated Transactions for which Seller or its Affiliates
could become liable or obligated, directly or indirectly.



          (e) Litigation. There is no Claim, Proceeding or Order pending or, to the Knowledge of Buyer,
threatened against Buyer or its Subsidiaries, or to which Buyer or its Subsidiaries is otherwise a
party relating to this Agreement, the Contemplated Transactions, or the Delek Shares.



          (f) Delek Shares. Buyer has taken all corporate action necessary to authorize the issuance
and delivery of the Delek Shares. The Delek Shares when issued and paid for in accordance with the
provisions of this Agreement will be validly issued, fully paid, and nonassessable, free and clear
of all Encumbrances (except for restrictions on transfer set forth herein or imposed by applicable
federal or state securities Laws or this Agreement) and, assuming the accuracy of Seller’s
representations and warranties set forth in Section 3.1(g), issued in compliance with all
applicable federal and state securities Laws. Except for those rights set forth in the
Registration Rights Agreement, none of the Delek Shares issued pursuant to this Agreement will,
upon issuance, be subject to any preemptive rights, rights of first refusal, or other rights to
purchase the Delek Shares (whether in favor of Buyer or any other Person) pursuant to any Contract
or Commitment of Buyer.



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          (g) Delek Capitalization. The authorized capital stock of Buyer consists solely of
110,000,000 shares of common stock, par value $0.01 per share (the “Delek Common Stock”), of which
51,271,456 shares were issued and outstanding as of July 9, 2007, and 10,000,000 shares of
preferred stock, par value $0.01 per share, of which no shares are issued and outstanding as of the
date hereof. All shares of Delek Common Stock that are issued and outstanding, have been validly
issued and fully paid and are non-assessable and were issued in accordance with the registration or
qualification provisions of the Securities Act and any relevant state securities Laws, or pursuant
to valid exemptions therefrom. Except as disclosed in the SEC Filings, as of the date hereof and as
of the Closing Date: (i) there are no outstanding options, warrants, convertible securities, calls,
rights, preemptive rights, agreements, arrangements or other Commitments of any character
obligating Buyer or its Subsidiaries (A) to issue, deliver or sell, or cause to be issued,
delivered or sold, additional shares of capital stock of Buyer or its Subsidiaries or any
securities or obligations convertible into or exchangeable for such shares, or (B) to grant, extend
or enter into any such option, warrant, convertible security, call, right, preemptive right,
agreement, arrangement or other Commitments, (ii) no options, warrants, rights (including
conversion or preemptive rights), or other Commitments exist with respect to the Equity Interests
of Buyer or its Subsidiaries, except as may be contained in this Agreement, (iii) there are no
Contracts with respect to (or which affects) the voting, giving of written Consents with respect to
the voting, transfer, conversion, issuance, or registration, of the Equity Interests of Buyer or
its Subsidiaries, and (iv) there are no outstanding obligations of Buyer or its Subsidiaries to
redeem, repurchase, or otherwise acquire any of its Equity Interests. No stock plan, stock
purchase, stock option or other agreement or understanding between Buyer or its Subsidiaries and
any holder of any Equity Interests of Buyer or its Subsidiaries, or rights exercisable or
convertible therefor, provides for acceleration or other changes in the vesting provisions or other
terms of such agreement or understanding, including adjustments to or resets of the exercise price
of any outstanding security of Buyer or its Subsidiaries, as the result of the consummation of the
Contemplated Transactions.



          (h) Financial Statements. The financial statements of Buyer and its Subsidiaries included in
each SEC Filing (collectively, the “Delek Financial Statements”): (i) have been prepared in
accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except
as may be otherwise indicated in such financial statements or the notes thereto or, in the case of
unaudited interim statements, to the extent they may exclude footnotes or may be condensed or
summary statements), (ii) fairly present in all material respects the consolidated financial
position and results of operations of Buyer and its Subsidiaries as of the dates and for the
periods indicated (subject, in the case of unaudited statements, to normal year-end audit
adjustments), and (iii) are consistent with the books and records of Buyer and its Subsidiaries.



          (i) SEC Filings and Exchange Listing Compliance. Each SEC Filing, when filed by Buyer with
the SEC, complied in all material respects with the requirements of the Securities Act, the
Exchange Act and the Sarbanes-Oxley Act of 2002, as applicable, and the rules and regulations of
the SEC thereunder applicable to the SEC Filings. None of the SEC Filings (including any Delek
Financial Statements or schedules included or incorporated by reference therein) contained, as of
the respective dates thereof, any untrue statement of a material fact or omitted to state any
material fact required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances under which they were made. Buyer filed in a timely
manner all documents that Buyer was required to file under the Exchange Act during the twelve (12)
months preceding the date of this Agreement. If the Delek Shares were issued and outstanding on
the date hereof, Buyer would meet the registrant requirements and paragraph 3 of the transaction
requirements of Form S-3 under the Securities Act to register the resale of the Delek Shares in a
secondary offering. As of the date hereof, Buyer is in compliance in all material respects with
the listing requirements of the New York Stock Exchange and Buyer has not received written notice
from the New York Stock Exchange regarding any failure to so comply.



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          (j) Securities Matters.



               (i) The Lion Shares, when acquired by Buyer at the Closing, will be acquired for Buyer’s own
account, for investment purposes and not with a view to, or for resale in connection with, any
distribution or public offering thereof within the meaning of the Securities Act, or applicable
state securities Laws.



               (ii) Buyer understands that (A) the Lion Shares have not been registered under the Securities
Act by reason of their issuance in a transaction exempt from the registration and prospectus
delivery requirements of the Securities Act and have not been qualified under any state securities
Laws on the grounds that the offering and sale of securities contemplated by this Agreement are
exempt from registration thereunder, and (B) Seller’s reliance on such exemptions is predicated on
Buyer’s representations set forth herein. Buyer understands that the resale of the Lion Shares may
be restricted indefinitely, unless a subsequent disposition thereof is registered under the
Securities Act and registered under any state securities Law or is exempt from such registration.



               (iii) Buyer is an “Accredited Investor” as that term is defined in Rule 501 of Regulation D
promulgated under the Securities Act. Buyer is able to bear the economic risk of the acquisition
of the Lion Shares pursuant to the terms of this Agreement, including a complete loss of Buyer’s
investment in the Lion Shares.



               (iv) Buyer can bear the economic risk of its investment (including possible complete loss of
such investment) for an indefinite period of time and has such knowledge and experience in
financial or business matters that it is capable of evaluating the merits and risks of its
acquisition of the Lion Shares. Buyer has not been organized for the purpose of acquiring the Lion
Shares.



          (k) For purposes of state “blue sky” Laws, Buyer represents and warrants that Buyer is located
in the State of Tennessee and that the decision by Buyer to acquire the Lion Shares shall be deemed
to occur solely in the State of Tennessee.



          (l) No Material Adverse Change. Except as set forth on Schedule 3.2(l) or as
identified and described in the SEC Filings, since December 31, 2006, there has not been:



               (i) any change in the consolidated assets, Liabilities, financial condition or operating
results of Buyer or its Subsidiaries from that reflected in audited Delek Financial Statements for
the year ended December 31, 2006, except for changes in the Ordinary Course of Business or changes
which would not have a Material Adverse Effect;



               (ii) any declaration or payment of any dividend, or any authorization or payment of any
distribution, on any shares of capital stock of Buyer, or any redemption or repurchase of any
securities of Buyer;



               (iii) any pending, or to the Knowledge of Buyer, threatened Claim or Proceeding, including
Claims or Proceedings relating to any Tax or Tax Return, Environmental Law, or any noncompliance
with any applicable Law or Permit, which would reasonably be expected to have a Material Adverse
Effect;



               (iv) any material transaction entered into by Buyer or its Subsidiaries other than in the
Ordinary Course of Business (other than as contemplated by this Agreement);



               (v) any amendment to the Organizational Documents of Buyer;



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               (vi) any change to any material Contract by which Buyer or its Subsidiaries is bound or to
which any of their respective assets or properties is subject which would reasonably be expected to
have a Material Adverse Effect but excluding changes made in the Ordinary Course of Business; or



               (vii) any event outside the Ordinary Course of Business that has had or would reasonably be
expected to have a Material Adverse Effect; provided, that for purposes hereof, any renegotiations
and resets of vendor or customer Contracts for which Buyer is not required to make an SEC Filing
shall be deemed to be within the Ordinary Course of Business.



ARTICLE IV

REPRESENTATIONS AND WARRANTIES

CONCERNING LION OIL




     Seller represents and warrants to Buyer that the statements contained in this Article
IV are, to Seller’s Knowledge, correct and complete as of the date of this Agreement, and will
be correct and complete as of the Closing Date as though made then and as though the Closing Date
were substituted for the date of this Agreement throughout this Article IV (except to the
extent that any such representation or warranty speaks to an earlier date):



     4.1 Organization, Qualification, Company Power. Lion Oil is a corporation duly organized,
validly existing, and in good standing under the Laws of the State of Arkansas. Lion Oil is duly
authorized and qualified to conduct business as a foreign entity and is in good standing under the
Laws of each jurisdiction where such qualification is required. Lion Oil has full corporate power
and authority to carry on the Businesses in which it is engaged as presently conducted and to own,
lease, and operate the properties owned and used by it. Neither Lion Oil nor any of its
Subsidiaries is in Breach of any provisions of their respective Organizational Documents and there
are no pending or threatened Proceedings for the dissolution, liquidation, insolvency, or
rehabilitation of Lion Oil or its Subsidiaries.



     4.2 Lion Oil Capitalization. The authorized capital stock of Lion Oil consists solely of
12,000,000 shares of common stock, par value $0.10 per share (the “Lion Common Stock”). Prior to
the date hereof, Seller has provided to Buyer a true and correct list of the shareholders of Lion
Oil and the amount of issued and outstanding shares of Lion Common Stock owned of record by each
such shareholder. All shares of Lion Common Stock that are issued and outstanding, including the
Lion Shares, have been validly issued, fully paid, and are non-assessable and were issued in
accordance with the registration or qualification provisions of the Securities Act and any relevant
state securities Laws, or pursuant to valid exemptions therefrom. As of the date hereof and as of
the Closing Date: (i) there are no outstanding options, warrants, convertible securities, calls,
rights, preemptive rights, agreements, arrangements or other Commitments of any character (other
than the Ergon Management Agreement) obligating Lion Oil or its Subsidiaries (A) to issue, deliver
or sell, or cause to be issued, delivered or sold, additional shares in the capital of Lion Oil or
its Subsidiaries or any securities or obligations convertible into or exchangeable for such shares
or (B) to grant, extend or enter into any such option, warrant, convertible security, call, right,
preemptive right, agreement, arrangement or other Commitments, (ii) no options, warrants, rights
(including conversion or preemptive rights), or other Commitments exist with respect to the Equity
Interests of Lion Oil or its Subsidiaries, except as may be contained in this Agreement, (iii)
there are no Contracts with respect to (or which affects) the voting, giving of written consents
with respect to the voting, transfer, conversion, issuance, or registration, of the Equity
Interests of Lion Oil or its Subsidiaries, and (iv) there are no outstanding obligations of Lion
Oil or its Subsidiaries to redeem, repurchase, or otherwise acquire any of their Equity Interests.
No stock plan, stock purchase, stock option or other agreement or understanding between Lion Oil or
its Subsidiaries and any holder of any Equity Interests of Lion Oil or its Subsidiaries, or rights
exercisable or convertible therefor, provides



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for acceleration or other changes in the vesting provisions or other terms of such agreement
or understanding as the result of the consummation of the Contemplated Transactions.




     4.3 Noncontravention. Neither the execution or delivery of this Agreement or any other
documents contemplated hereby, nor the performance of the Parties obligations hereunder or
thereunder, nor the consummation of the Contemplated Transactions, will (i) violate any provision
of the Organizational Documents of Lion Oil or its Subsidiaries or any Permit, Law, Order, or other
restriction of any Governmental Authority to which Lion Oil or its Subsidiaries or their assets are
subject or bound, (ii) conflict with, result in a Breach of, constitute a default under, result in
the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or
require any notice under any Contract to which Lion Oil or its Subsidiaries is a party or by which
Lion Oil or its Subsidiaries or their assets are subject or bound, or (iii) require Lion Oil or
its Subsidiaries to give any notice to, make any filing with, or obtain any Consent of any third
party or Governmental Authority, except (A) applicable notices, filings, Consents, as may be
required under the HSR Act (including any Consents of the FTC and DOJ), (B) any filings with the
SEC required to be made, and (C) such Consents as are required under the Organizational Documents
of Lion Oil in connection with the consummation of the Contemplated Transactions, if any, all of
which have been obtained as of the date hereof, including the waiver or termination of any rights
of first refusal in respect of the Contemplated Transactions, in each case except as would not,
individually or in the aggregate, have a Material Adverse Effect.



     4.4 Lion Oil Directors. Prior to the date hereof, Seller has provided to Buyer a true and
complete list of the members of the Board of Directors of Lion Oil.



     4.5 Financial Statements.



          (a) Prior to the date hereof, Seller has provided to Buyer true and complete copies of the
following financial statements (collectively, the “Lion Financial Statements”):



               (i) The audited consolidated balance sheet and statements of income and cash flow of Lion Oil
and its Subsidiaries as of and for the fiscal years ended April 30, 2006, 2005, and 2004; and



               (ii) The unaudited consolidating balance sheet and statements of income and consolidated cash
flows of Lion Oil and its Subsidiaries as of March 31, 2007 and the eleven (11) month period then
ended (such date, the “Balance Sheet Date”).



          (b) The Lion Financial Statements: (i) have been prepared in accordance with GAAP applied on a
consistent basis throughout the periods covered thereby (except as may be otherwise indicated in
such financial statements or the notes thereto or, in the case of unaudited interim statements, to
the extent they may exclude footnotes or may be condensed or summary statements), (ii) fairly
present in all material respects the consolidated financial position and results of operations of
Lion Oil and its Subsidiaries as of the dates and for the periods indicated (subject, in the case
of unaudited statements, to normal year-end audit adjustments), and (iii) are consistent with the
books and records of Lion Oil and its Subsidiaries.



     4.6 Subsequent Events. Since the Balance Sheet Date, (i) there has been no Material Adverse
Effect or any changes, events, occurrences, or circumstances that, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect on Lion Oil and its
Subsidiaries taken as a whole, and (ii) Lion Oil and its Subsidiaries have conducted their business
only in, and have not engaged in any transaction other than in accordance with, the Ordinary Course
of Business.



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     4.7 Legal Compliance. Lion Oil and its Subsidiaries have complied in all material respects
with all applicable Laws, and no Proceeding is pending or threatened against Lion Oil or its
Subsidiaries that (i) would reasonably be expected to have a Material Adverse Effect, or (ii)
challenges or may have the effect of preventing, delaying, making illegal, or otherwise interfering
with any of the Contemplated Transactions. Neither Lion Oil nor its Subsidiaries have received any
notice of or been charged with any material violation of any Laws. Neither Lion Oil nor its
Subsidiaries are under investigation with respect to any material violation of any Laws and there
are no facts or circumstances which could form the basis for any such material violation.



     4.8 Capital Budget. Prior to the date hereof, Seller has provided to Buyer true and complete
copies of the five (5) year capital budget of Lion Oil and its Subsidiaries from May 1, 2007
through April 30, 2012 as prepared by the management of Lion Oil and presented to the Board of
Directors of Lion Oil.



     4.9 Litigation. There are no Proceedings pending or threatened against Lion Oil or its
Subsidiaries by or before any Governmental Authority that (a) relate to the Equity Interests or
business of Lion Oil or its Subsidiaries except for Proceedings that would not reasonably be
expected to have a Material Adverse Effect, or (b) would reasonably be expected to prohibit the
consummation of the Contemplated Transactions, nor is there any reasonable basis for any such
Proceeding. Neither Lion Oil nor its Subsidiaries are subject to any outstanding Order that would
reasonably be expected to prohibit the consummation of the Contemplated Transactions or any
settlement agreement or stipulation under which obligations of Lion Oil or its Subsidiaries remain
outstanding.



     4.10 Environmental Matters.



          (a) Lion Oil and its Subsidiaries are in compliance with all applicable federal, state, and
local Laws (including common law) relating to the protection of the environment as in effect and
interpreted on or before the date of this Agreement, including the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. section 9601, et seq.
(“CERCLA”), the Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C. section 6901,
et seq., the Clean Air Act, as amended, 42 U.S.C. section 7401, et seq., the Federal Water
Pollution Control Act, as amended, 33 U.S.C. section 1251, et seq., and the Oil Pollution Act of
1990, 33 U.S.C. section 2701, et seq. (collectively, the “Environmental Laws” and each individually
an “Environmental Law”), except for such instances of noncompliance that would not reasonably be
expected to have a Material Adverse Effect.



          (b) Lion Oil and its Subsidiaries have obtained all Permits, licenses, franchises,
authorities, and Consents, and has made all filings and maintained all material information,
documentation, and records, as necessary under applicable Environmental Laws for operating their
respective assets and businesses as presently conducted, and all such Permits, licenses,
franchises, authorities, Consents, and filings remain in full force and effect, except for such
matters that would not reasonably be expected to have a Material Adverse Effect.



          (c) Except as would not reasonably be expected to have a Material Adverse Effect, (i) there
are no pending or threatened Claims or Proceedings against Lion Oil or its Subsidiaries, and (ii)
neither Lion Oil nor its Subsidiaries is subject to any outstanding Order under any Environmental
Laws.



          (d) None of the real property presently or formerly owned or operated by Lion Oil or its
Subsidiaries is listed on the National Priorities List or any similar state list of sites requiring
remedial action.



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          (e) Seller has not received and neither Lion Oil nor its Subsidiaries have received, any
written notice that Lion Oil or its Subsidiaries have or may be a potentially responsible party
under CERCLA or any analogous state Law in connection with any site actually or allegedly containing
or used for the treatment, storage or disposal of Hazardous Substances.


Seller makes no representation or warranty relating to any Environmental Law except as expressly
set forth in this Section 4.10.




     4.11 Permits. (i) Lion Oil and its Subsidiaries own or hold all Permits that are necessary or
required for the conduct of the business and operations of Lion Oil and its Subsidiaries as
presently conducted and each such Permit is in full force and effect, (ii) Lion Oil and its
Subsidiaries are in material compliance with all of their obligations with respect to each such
Permit, have not received any notice of or been charged with a material violation of any such
Permit and are not under investigation with respect to a material violation of any such Permit, and
there are no facts or circumstances which could form the basis for any such violation, (iii) No
event has occurred that forms the basis for, or upon the giving of notice or the lapse of time or
otherwise would form the basis for, revocation or termination of any such Permit, and (iv) None of
such Permits will be impaired or in any way affected by the consummation of the Contemplated
Transactions.



     4.12 Powers of Attorney. There are no outstanding powers of attorney executed on behalf of
Seller with respect to Lion Oil or its Subsidiaries.



ARTICLE V

PRE-CLOSING COVENANTS




     The Parties agree as follows with respect to the period between the execution of this
Agreement and the earlier to occur of the Closing or the Termination Date:



     5.1 Satisfaction of Conditions Precedent. Each Party will use all Commercially Reasonable
Efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things
necessary, proper, or advisable under applicable Law or otherwise in order to consummate and make
effective the Contemplated Transactions and comply with all of the terms of this Agreement,
including the satisfaction of the conditions precedent set forth in Article VII.



     5.2 Notices and Consents.



          (a) As promptly as practicable following the date hereof, the Parties will give any notices
to, make any filings with, and use all Commercially Reasonable Efforts to obtain any Consents of
third parties and Governmental Authorities necessary or advisable in connection with the
consummation of the Contemplated Transactions. Subject to any applicable Law, the Parties shall
cooperate with each other in exchanging information and assistance in connection with obtaining any
Consents of third parties and Governmental Authorities, provided, that Buyer shall not be required
to Dispose of any assets or be required to refrain from doing business in particular jurisdictions
if required by any Governmental Authority as a condition to the granting of any authorization
necessary for the consummation of the Contemplated Transactions or as may be required to avoid,
lift, vacate, or reverse any legislative, administrative, or judicial action that would otherwise
cause any closing condition not to be satisfied.



          (b) Buyer and Seller shall each give prompt notice to the other of the receipt of any written
notice or other written communication from (i) any Person alleging that the consent of such Person
is or may be required in connection with the Contemplated Transactions, (ii) any Governmental
Authority in connection with the Contemplated Transactions, (iii) any Governmental Authority or
other Person regarding the initiation or threat of initiation of any Claims or Proceedings against,
relating to, or



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involving or otherwise affecting Buyer or Seller that relate to the consummation of
the Contemplated Transactions, and (iv) any Person regarding the occurrence or nonoccurrence of any
event the occurrence or nonoccurrence of which would be reasonably likely to (A) cause any condition to the
obligations of the other Party to consummate the Contemplated Transactions not to be satisfied, (B)
cause a breach of the representations, warranties or covenants of such Party under this Agreement,
or (C) delay or impede the ability of Buyer or Seller, respectively, to consummate the Contemplated
Transactions or to fulfill their respective obligations set forth herein.




          (c) Buyer and Seller each agree to cooperate and to use all Commercially Reasonable Efforts to
vigorously contest and to resist any action, including legislative, administrative or judicial
action, and to have vacated, lifted, reversed or overturned any Order (whether temporary,
preliminary or permanent) of any court or other Governmental Authority that is in effect and that
restricts, prevents or prohibits the consummation of the Contemplated Transactions, including the
vigorous pursuit of all available avenues of administrative and judicial appeal and all available
legislative action.



     5.3 HSR Act. Without limiting the generality of Section 5.2, each Party shall
cooperate fully with the other Party (a) to cause to be filed as promptly as practicable, but no
later than ten (10) Business Days following the date hereof, with the FTC and the DOJ the
notification and report forms to the extent required under the HSR Act in connection with the
Contemplated Transactions, (b) to seek early termination of the applicable waiting period
thereunder, and (c) to file or provide, as promptly as practicable, any supplemental information
that may be reasonably requested by the FTC or DOJ in connection with such filings or make any
further filings pursuant thereto that may be necessary. Any such notification and report form and
supplemental information will be in substantial compliance with the requirements of the HSR Act. To
the extent both Parties are required to make filings, the Parties shall coordinate their respective
initial filings so that such filings are made simultaneously. Each Party shall keep the other
Party fully advised with respect to any requests from or communications with the FTC or DOJ and
shall consult with the other Party with respect to all filings and responses thereto. Buyer shall
pay all HSR filing fees but Seller shall reimburse Buyer for fifty percent (50%) of such HSR filing
fees to be payable at the Closing.



     5.4 Amendment of Schedules. Each Party agrees that, with respect to the representations and
warranties of such Party contained in this Agreement, such Party shall have the continuing
obligation until the Closing to supplement or amend the Schedules applicable to that Party with
respect to any matter hereafter arising or discovered which, if existing or known at the date of
this Agreement, would have been required to be set forth or described in the Schedules. For the
purposes of determining whether the conditions set forth in Article VII hereof have been
fulfilled, the Schedules shall be deemed to include only such information contained therein on the
date of this Agreement and shall be deemed to exclude all information contained in any supplement
or amendment to the Schedules.



     5.5 Notice of Developments. Seller will give prompt written notice to Buyer of any
development occurring after the date of this Agreement which causes or reasonably could be expected
to (a) cause any of the representations and warranties in Section 3.1 or Article IV
to be inaccurate as of the date of this Agreement or the Closing Date, (b) cause any failure on the
part of Seller to comply with or satisfy any covenant, condition or agreement to be satisfied, (c)
result in the institution of or threat of institution of any Proceeding against Seller or, to
Seller’s Knowledge, Lion Oil or its Subsidiaries, or (d) to Seller’s Knowledge, cause or result in
a Material Adverse Effect on Lion Oil and its Subsidiaries taken as a whole. Buyer will give
prompt written notice to Seller of any development occurring after the date of this Agreement which
causes or reasonably could be expected to (i) cause any of the representations and warranties in
Section 3.2 to be inaccurate as of the date of this Agreement or the Closing Date, (ii)
cause any failure on its part to comply with or satisfy any covenant, condition or agreement to be
satisfied, or (iii) result in the institution of or threat of institution of any Proceeding against
Buyer.



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     5.6 Additional Lion Shares. Seller shall contact the shareholders of Lion Oil set forth on
Schedule 5.6 to inquire whether such shareholders would be willing to sell to Buyer, on or
before the Closing, such number of additional shares of capital stock of Lion Oil that, when
combined with the purchase of the Lion Shares, represent, to Seller’s Knowledge, at least twenty
five percent (25%) of the issued and outstanding shares of Lion Common Stock.



     5.7 Additional Lion Information. Seller will promptly provide to Buyer copies of all written
reports, correspondence, and any other information or communication received by Seller (including
information received by Randall J. Larson and Javed Ahmed) from or on behalf of Lion Oil or its
Subsidiaries including the audited consolidated balance sheet and statements of income and cash
flow of Lion Oil and its Subsidiaries as of and for the fiscal year ended April 30, 2007; provided,
that Seller is not prohibited from disclosing such information by any legal, Contractual (to the
extent existing as of the date hereof), or fiduciary obligation.



ARTICLE VI

POST-CLOSING COVENANTS




     The Parties agree as follows with respect to the period following the Closing Date:



     6.1 General. In case at any time after the Closing any further action is necessary or
desirable to carry out the purposes of this Agreement, each Party will take such further action
(including the execution and delivery of such further instruments, notices, and documents) not
inconsistent with this Agreement as the other Party reasonably may reasonably request, all at the
sole cost and expense of the requesting Party (unless the requesting Party is entitled to
indemnification therefor under Article VIII).



     6.2 Litigation Support. So long as either Party actively is contesting or defending against
any Proceeding in connection with (a) the Contemplated Transactions, or (b) any fact, situation,
circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action,
failure to act, or transaction attributable to the period prior to the Closing Date involving Lion
Oil, the other Party will cooperate with such Party and such Party’s counsel in the contest or
defense, make available its personnel, and provide such testimony and access to its books and
records as shall be reasonably requested in connection with the contest or defense, at the sole
cost and expense of the contesting or defending Party (unless the contesting or defending Party is
entitled to indemnification therefor under Article VIII).



     6.3 Delivery and Retention of Records. Within sixty (60) days after the Closing Date upon
Buyer’s request, Seller will deliver, or cause to be delivered, to Buyer all originals (or to the
extent not available, copies) of Contracts, documents, books, files, records, information, and data
(including all Tax Returns and related workpapers and electronic data to the extent transferable)
relating exclusively to Lion Oil that are in the possession or control of Seller or its Affiliates
(the “Records”). Seller shall be entitled to make and retain copies of Records at Seller’s expense.



     6.4 Transfer Restrictions on Delek Shares. Notwithstanding any provision of this Agreement or
the Registration Rights Agreement to the contrary, except for Permitted Transfers and a Disposition
the Delek Shares pursuant to the Seller Credit Facility, Seller shall not Dispose of all or any
portion of or interest in the Delek Shares prior to the first (1st) anniversary of the
Closing Date without the prior written consent of Buyer, which may be granted or withheld in
Buyer’s sole discretion. Any attempted Disposition of all or any portion of or interest in the
Delek Shares in Breach of the preceding sentence shall be, and is hereby declared, null and void ab
initio. Notwithstanding the foregoing, Seller may transfer all or any part of the Delek Shares
(which transfer shall not release or discharge Seller from any of its Liabilities) if such transfer
is (i) to a Subsidiary of Seller provided Seller retains its ownership interest in such Subsidiary,
(ii) to an Affiliate of Seller (other than a Subsidiary of Seller) provided such



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transfer shall NOT be with the intent of or as part of a transaction or a series of related
transactions to transfer, assign, merge or exchange such Affiliate to or with a Person that is not
an Affiliate of Seller or (iii) to a transferee or assignee in conjunction with a transfer or
assignment of all or substantially all of Seller’s assets to such transferee or assignee, provided
all such transfers or assignments shall be in accordance with applicable federal and state
securities Laws (each a “Permitted Transfer” and each such transferee or assignee a “Permitted
Transferee”). Each Permitted Transferee shall execute and deliver such documents and instruments
reasonably requested by Buyer to evidence the assignment and assumption of all of Seller’s
Liabilities pursuant to this Agreement (including the continuing obligations of this Section
6.4) and all other Contracts executed and delivered by Seller pursuant to this Agreement.




     6.5 Short Sales. Prior to the earliest to occur of (i) the termination of this Agreement,
(ii) the effective date of a registration statement covering the resale of the Delek Shares or
(iii) the date such registration statement was required to have been declared effective following
the request of the holders of the registration rights in accordance with the terms of the
Registration Rights Agreement, neither Seller nor MSCG shall engage, directly or indirectly, in
any Short Sales involving Buyer’s securities.



     6.6 Securities Listing. Until the earlier of (i) the third (3rd) anniversary of
the Closing Date, (ii) such time as Seller owns less than twenty-five percent (25%) of the
aggregate number of Delek Shares issued to Seller pursuant to this Agreement (after giving effect
to any stock splits, recapitalizations, reorganizations or similar events), or (iii) such time as
Seller or any Permitted Transferee Disposes of all or any portion of or interest in the Delek
Shares in breach of Section 6.4, Buyer shall use all Commercially Reasonable Efforts to
maintain the listing or authorization for quotation of the Delek Common Stock on the New York Stock
Exchange or another national securities exchange. The obligation of the preceding sentence shall
automatically terminate in the event a majority of the issued and outstanding Delek Common Stock
are Disposed of in a single transaction or a series of related transactions.



     6.7 Taxes. Seller shall be responsible for all income Taxes that relate to or arise from
Seller’s sale of the Lion Shares.



     6.8 Additional Payments to Seller.



          (a) Sale of Lion Shares.



               (i) In the event that, on or prior to the third (3rd) anniversary of the Closing
Date, Buyer Disposes of all or any portion of the Lion Shares through one or more Direct Sales,
then Buyer shall pay to Seller an amount (the “Resale Fee”) equal to the difference between the
Buyer Net Proceeds (computed on a per share basis) actually received by Buyer with respect to any
such Direct Sale and the purchase price per share received by Seller for the Lion Shares at Closing
pursuant to this Agreement ($48.72) (as appropriately adjusted for any stock dividends,
combinations, splits, recapitalizations or the like with respect to the Lion Common Stock);
provided, however, that in no event shall the aggregate Resale Fee paid by Buyer to Seller pursuant
to this Section 6.8(a)(i) for all such Direct Sales exceed Twenty-One Million Five Hundred
Thousand Dollars ($21,500,000). For the avoidance of doubt, the provisions of this Section
6.8(a)(i) shall include and be effective with respect to the Disposition by Buyer of any other
Equity Interests of Lion Oil or any Commitments related to Equity Interests of Lion Oil, up to a
total of 1,560,000 shares of Lion Common Stock (as appropriately adjusted for any stock dividends,
combinations, splits, recapitalizations or the like with respect to the Lion Common Stock).



               (ii) If any consideration received by Buyer upon a Direct Sale of the Lion Shares is other
than cash, the value of such non-cash consideration shall be deemed to be its fair market value
determined as follows:



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          (A) Securities not subject to restrictions on free marketability will be valued as
follows: (1) if traded on a securities exchange or through the Nasdaq Market, the value will
be deemed to be the average of the closing prices of the securities on such exchange or
market over the thirty (30) day period ending on the business day immediately prior to the
date of the Direct Sale; (2) if actively traded over-the-counter, the value will be deemed
to be the average of the closing sale price, or, if there is no sale on a particular date,
the closing bid price, over the thirty (30) day period ending on the business day
immediately prior to date of the Direct Sale; and (3) if there is no active public market,
the value will be the fair market value thereof, as mutually determined by Buyer and Seller;




          (B) Securities subject to restrictions on free marketability (other than restrictions
arising solely by virtue of a stockholder’s status as an affiliate or former affiliate) will
be valued in such a manner as to make an appropriate discount from the market value
determined pursuant to Section 6.8(a)(ii)(A) to reflect the approximate fair market
value thereof, as mutually determined by Buyer and Seller;




          (C) Any other asset will be valued at its fair market value as mutually determined by
Buyer and Seller;




          (D) In the event Buyer and Seller do not mutually agree upon the fair market value of
any consideration as contemplated above, such fair market value shall be determined pursuant
to the arbitration provisions of Section 10.9.



          (b) Acquisition of Lion Oil. In the event that, on or prior to the third (3rd)
anniversary of the Closing Date, Buyer or its Affiliates acquire, through one or more transactions,
a majority of the then outstanding Equity Interests of Lion Oil (computed on a fully diluted basis
and after assuming exercise by Ergon, Inc. of its right to acquire additional capital stock of Lion
Oil upon termination of the Ergon Management Agreement), then Buyer shall pay to Seller an amount
(the “Lion Acquisition Fee”) equal to Fifteen Million Dollars ($15,000,000), without regard to the
purchase price paid by Buyer or its Affiliates for such additional Equity Interests of Lion Oil.



          (c) Payment Credits. Notwithstanding the provisions of Section 6.8(a)(i) and
Section 6.8(b) above,



               (i) to the extent Buyer pays to Seller all or any portion of the Resale Fee, then such
payment(s) shall be credited against and shall reduce on a dollar-for-dollar basis Buyer’s
obligation to pay the Lion Acquisition Fee; and



               (ii) in the event Buyer pays to Seller the Lion Acquisition Fee, then Buyer shall have no
further obligation to Seller for the Resale Fee pursuant to Section 6.8(a)(i).



          (d) Payment Treatment. Any payment by Buyer to Seller pursuant to this Section 6.8
shall be treated as an addition to the Purchase Price for Tax purposes.



     6.9 Fuel Option.



          (a) Seller shall have a one-time right (the “Fuel Option”) to match the terms of any written
proposal(s) (the “Fuel Supplier Proposal(s)”) received by Buyer prior to March 1, 2008 from bona
fide third Persons for the supply of unbranded gasoline and diesel fuel to Buyer for the markets
set forth in Schedule 6.9(a) (individually, a “Fuel Market” and collectively, the “Fuel
Markets”) that Buyer is otherwise willing to accept.



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          (b) No later than March 1, 2008, Buyer shall provide to Seller, in writing, a notice (the
“Fuel Proposal Notice”) that sets forth the material terms (the “Fuel Proposal Terms”), segregated
by each Fuel Market, of those Fuel Supplier Proposals that Buyer is otherwise willing to accept
(including price, quantity, length of term and any other material terms, but excluding the identity
of the bona fide third Person fuel suppliers). The Fuel Proposal Notice shall indicate the extent
to which the Fuel Supplier Proposals require Buyer to accept such terms for multiple Fuel Markets
as opposed to Buyer being able to accept the Fuel Supplier Proposal(s) on a Fuel Market by Fuel
Market basis.



          (c) Upon receipt by Seller of the Fuel Proposal Notice, Seller shall have thirty (30) days
from the date of receipt thereof (the “Submission Date”) to present to Buyer, in writing, the
terms, segregated by each Fuel Market and including price, quantity, length of term and any other
material terms, upon which Seller is willing to supply unbranded gasoline and diesel fuel to Buyer
for each of the Fuel Markets (the “Seller’s Fuel Supply Proposal”). Notwithstanding the preceding,
Buyer shall have the right to supplement the Fuel Proposal Terms in the event Buyer receives
additional or supplemented Fuel Supplier Proposals for any of the Fuel Markets on or after March 1,
2008, but prior to the Submission Date and, in such event, the Submission Date shall be extended by
fourteen (14) days from the original date thereof.



          (d) In the event the Seller’s Fuel Supply Proposal for any Fuel Market contains terms which,
in the aggregate, when applied to such Fuel Market (except for Aggregated Fuel Markets as provided
below), are no less favorable to Buyer than the corresponding Fuel Proposal Terms for such Fuel
Market, as determined by Buyer in its sole discretion reasonably exercised, then Buyer shall notify
Seller in writing of such fact for such Fuel Market (a “Fuel Supply Acceptance Notice”).



          (e) Notwithstanding the provisions of Section 6.9(d) to the contrary, the Seller’s
Fuel Supply Proposal shall be aggregated by Fuel Markets to the same extent as the Fuel Proposal
Terms are aggregated by Fuel Markets. For the avoidance of doubt, to the extent the Fuel Proposal
Terms require Buyer to accept such terms for multiple Fuel Markets (collectively, the “Aggregated
Fuel Markets”), as opposed to Buyer being able to accept the Fuel Supplier Proposals on a Fuel
Market by Fuel Market basis, then the Seller’s Fuel Supply Proposal shall not be made on a Fuel
Market by Fuel Market basis, but shall be made on an aggregated basis for such Aggregated Fuel
Markets. In the event the Seller’s Fuel Supply Proposal for Aggregated Fuel Markets contains terms
which, in the aggregate, when applied to such Aggregated Fuel Markets, are no less favorable to
Buyer than the corresponding Fuel Proposal Terms for such Aggregated Fuel Markets, as determined by
Buyer in its sole discretion reasonably exercised, then Buyer shall provide Seller with a Fuel
Supply Acceptance Notice for such Aggregated Fuel Markets.



          (f) In the event either (i) Seller fails to submit to Buyer a Seller’s Fuel Supply Proposal on
or before the Submission Date (as extended, if applicable) or (ii) the Seller’s Fuel Supply
Proposal contains terms which are, in the aggregate, for each respective Fuel Market (unless
required to be aggregated by Aggregated Fuel Markets as provided above), less favorable to Buyer
than those provided in the Fuel Supplier Proposals, as determined by Buyer in its sole discretion
reasonably exercised, then the Parties shall have no further liability, right or obligation to one
another with respect to the Fuel Option granted hereunder, which shall be deemed null and void.



          (g) For a period of thirty (30) days following Seller’s receipt of the Fuel Supply Acceptance
Notice, the Parties shall enter into good faith negotiations to negotiate and enter into a
definitive fuel supply agreement pursuant to which Seller would supply unbranded gasoline and
diesel fuel for the Fuel Markets pursuant to the Seller’s Fuel Supply Proposal. In the event the
Parties are unable to agree upon the terms of a definitive agreement with respect to the Seller’s
Fuel Supply Proposal within such time period, unless extended by mutual written agreement, the
Parties shall have no further



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liability, right or obligation to one another with respect to the Fuel Option granted
hereunder, which shall be deemed null and void.




ARTICLE VII

CONDITIONS PRECEDENT




     7.1 Conditions Precedent to Obligation of Buyer. The obligation of Buyer to consummate the
Contemplated Transactions and to take any other action required to be taken by Buyer at the Closing
and thereafter is subject to satisfaction, at or prior to the Closing, of each of the following
conditions precedent (any of which may be waived by Buyer in whole or in part by executing a
writing so stating at or before the Closing):



          (a) Accuracy of Representations and Warranties. The representations and warranties of Seller
set forth in Section 3.1 and Article IV shall have been accurate and complete in
all material respects (except with respect to any representation or warranty qualified by the word
“material” or words of similar import, in which case such representations and warranties must have
been accurate and complete) as of the date of this Agreement, and must be accurate and complete in
all material respects (except with respect to any representation or warranty qualified by the word
“material” or words of similar import, in which case such representations and warranties must have
been accurate and complete) as of the Closing Date, as if made on the Closing Date (except to the
extent such representations and warranties speak as of an earlier date);



          (b) Compliance with Covenants. Seller shall have performed and complied with all of its
covenants required by this Agreement to be performed or complied with at or prior to the Closing in
all material respects;



          (c) No Material Adverse Change. Since the date of this Agreement, there must have been no
event, series of events, or the lack of occurrence thereof which has had or could reasonably be
expected to have a Material Adverse Effect on Lion Oil and its Subsidiaries taken as a whole.



          (d) No Adverse Proceeding. There shall not be any Claim, Proceeding or Order pending against
Seller, Lion Oil or its Subsidiaries (excluding such by or at the direction of Buyer or its
Affiliates) by or before any Governmental Authority, arbitrator, or mediator which seeks to
challenge, restrain, prohibit, invalidate, interfere with, or collect damages arising out of, the
Contemplated Transactions.



          (e) HSR Act. All necessary filings and notifications under the HSR Act shall have been made,
including any required additional or supplemental information or documents, and any applicable
waiting period under the HSR Act shall have expired or been terminated;



          (f) Consents. Seller shall have obtained all of the Consents and any Encumbrance releases or
waivers necessary for Seller to consummate the Contemplated Transactions, all of such Consents,
waivers and releases being in form and substance reasonably satisfactory to Buyer and in full force
and effect;



          (g) Closing Deliveries. Seller shall have, or shall have caused, the documents and
instruments described in Section 2.4 to be delivered to Buyer at or prior to the Closing;
and



          (h) Purchase of Additional Lion Shares. Buyer shall have purchased prior to or simultaneously
with the Closing from the shareholders of Lion Oil set forth on Schedule 5.6 such number of
additional shares of capital stock of Lion Oil that, when combined with the purchase of the Lion



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Shares, represent, to Seller’s Knowledge (after appropriate inquiry of Lion Oil), at least
twenty-five percent (25%) of the issued and outstanding shares of capital stock of Lion Oil. Such
additional shares shall be purchased on terms and conditions mutually agreeable to Buyer and such
shareholders.




     7.2 Conditions to Obligation of Seller. The obligation of Seller to consummate the
Contemplated Transactions and to take any other action required to be taken by Seller at the
Closing and thereafter is subject to satisfaction, at or prior to the Closing, of each of the
following conditions precedent (any of which may be waived by Seller in whole or in part by
executing a writing so stating at or before the Closing):



          (a) Accuracy of Representations and Warranties. The representations and warranties of Buyer
set forth in Section 3.2 shall have been accurate and complete in all material respects
(except with respect to any representation or warranty qualified by the word “material” or words of
similar import, in which case such representations and warranties must have been accurate and
complete) as of the date of this Agreement, and must be accurate and complete in all material
respects (except with respect to any representation or warranty qualified by the word “material” or
words of similar import, in which case such representations and warranties must have been accurate
and complete) as of the Closing Date, as if made on the Closing Date (except to the extent such
representations and warranties speak as of an earlier date);



          (b) Compliance with Covenants. Buyer shall have performed and complied with all of its
covenants required by this Agreement to be performed or complied with at or prior to the Closing in
all material respects;



          (c) No Adverse Proceeding. There shall not be any Claim, Proceeding or Order pending against
Buyer, Lion Oil or its Subsidiaries (excluding such by or at the direction of Seller or its
Affiliates) by or before any Governmental Authority, arbitrator, or mediator which seeks to
challenge, restrain, prohibit, invalidate, interfere with, or collect damages arising out of, the
Contemplated Transactions;



          (d) HSR Act. All necessary filings and notifications under the HSR Act shall have been made,
including any required additional or supplemental information or documents, and any applicable
waiting period under the HSR Act shall have expired or been terminated; and



          (e) Closing Deliveries. Buyer shall have, or shall have caused, the documents and instruments
described in Section 2.5 to be delivered to Seller at or prior to the Closing.



ARTICLE VIII

REMEDIES FOR BREACHES OF AGREEMENT




     8.1 Survival of Representations, Warranties and Certain Covenants.



          (a) Each of the representations and warranties of Seller contained in this Agreement (and any
related Claims arising from a breach by Seller of Section 5.5) will survive the Closing and
continue in full force and effect until the second (2nd) anniversary of the Closing
Date; provided, however,



               (i) the representations and warranties set forth in Section 3.1(d) (Broker Fees),
Sections 3.1(e) and 4.9 (Litigation), and Section 4.2 (Lion Capitalization)
shall survive the Closing until the fourth (4th) anniversary of the Closing Date; and



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               (ii) the representations and warranties set forth in Section 3.1(a) (Organization of
Seller), Section 3.1(b) (Authorization of Transaction), and Section 3.1(f)
(Ownership of Lion Shares) shall survive the Closing indefinitely.



          (b) The covenants of both Parties contained in this Agreement to be performed after the
Closing shall survive the Closing indefinitely.



          (c) Each of the representations and warranties of Buyer contained in this Agreement (and any
related Claims arising from a breach by Buyer of Section 5.5) will survive the Closing and
continue in full force and effect until the second (2nd) anniversary of the Closing
Date; provided, however,



               (i) the representations and warranties set forth in Sections 3.2(d) (Broker Fees),
Sections 3.2(e) (Litigation), and Section 3.2(g) (Delek Capitalization) shall
survive the Closing until the fourth (4th) anniversary of the Closing Date; and



               (ii) the representations and warranties set forth in Sections 3.2(a) (Organization),
and Section 3.2(b) (Authorization of Transaction) shall survive the Closing indefinitely.



          (d) The obligations under Sections 8.2 and 8.3 shall not terminate at the end
of the applicable survival period with respect to any Claims for indemnifiable losses as to which
the Person to be indemnified shall have given notice (stating in reasonable detail the basis of the
claim for indemnification) to the Indemnifying Party before the termination of the applicable
survival period.



     8.2 Indemnification Provisions for the Benefit of Buyer. After the Closing, Seller will
indemnify, defend, and hold the Buyer Indemnitees harmless from and will reimburse the Buyer
Indemnitees for any and all Adverse Consequences, directly or indirectly, to the extent resulting
from, relating to, arising out of, or attributable to any one of the following:



               (i) any Breach of any representation or warranty made by Seller in this Agreement; and



               (ii) any Breach of any covenant or obligation of Seller in this Agreement.



     8.3 Indemnification Provisions for the Benefit of Seller. After the Closing, Buyer will
indemnify, defend, and hold the Seller Indemnitees harmless from and will reimburse the Seller
Indemnitees for any and all Adverse Consequences, directly or indirectly, to the extent resulting
from, relating to, arising out of, or attributable to any one of the following



               (i) any Breach of any representation or warranty made by Buyer in this Agreement; and



               (ii) any Breach of any covenant or obligation of Buyer in this Agreement.



     8.4 Limitations and Provisions of Indemnification. The following limitations and provisions
shall apply with regard to the indemnification obligations set forth in Sections 8.2(i) and
8.3(i):



          (a) Seller’s Liability under this Agreement to indemnify pursuant to Section 8.2(i)
shall not exceed an amount equal to the sum of Thirty Million Dollars ($30,000,000) plus an amount
equal to the Fair Market Value of the Delek Shares computed as of the date of determination of the
Adverse Consequences for which a Claim is made; provided, however, such limitation on Seller’s
indemnification Liability shall not apply to Adverse Consequences resulting from (i) any breach of
the



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representations and warranties contained in Sections 3.1(a), 3.1(b), and
3.1(f) or (ii) fraud or willful misconduct by Seller in the negotiation or execution of
this Agreement.




          (b) Buyer’s Liability under this Agreement to indemnify pursuant to Sections 8.3(i)
shall not exceed an aggregate amount equal to Forty Six Million Dollars ($46,000,000); provided,
however, such limitation on Buyer’s indemnification Liability shall not apply to Adverse
Consequences resulting from (i) any breach of the representations and warranties contained in
Sections 3.2(a), 3.2(b), and 3.2(f), or (ii) fraud or willful misconduct by
Buyer in the negotiation or execution of this Agreement.



          (c) The Parties will have no Liability to indemnify pursuant to Sections 8.2(i), and
8.3(i) as the case may be unless and until the aggregate Adverse Consequences for which the
Seller Indemnitees or the Buyer Indemnitees, as applicable, are entitled to recover under this
Agreement exceeds an amount equal to One Million Dollars ($1,000,000) (the “Threshold Amount”);
provided, however, once such amount exceeds the Threshold Amount, the Seller Indemnitees or the
Buyer Indemnitees, as applicable, will be entitled to recover all amounts to which they are
entitled in excess of the Threshold Amount. In addition, in calculating the Threshold Amount or
the Adverse Consequences under this Agreement, all Adverse Consequences which individually total
less than One Hundred Thousand Dollars ($100,000) shall be excluded in their entirety and the
Indemnifying Party shall have no Liability hereunder to the Indemnified Party for such Adverse
Consequences until the total of such individual Adverse Consequences exceeds One Hundred Thousand
Dollars ($100,000) in the aggregate, after which all such sums in excess of One Hundred Thousand
Dollars ($100,000) shall be counted toward the Threshold Amount; also provided that for purposes of
this sentence, the Adverse Consequences from any events or actions resulting from the same or
substantially similar occurrences shall be aggregated. The preceding provisions of this Section
8.4(c), shall not apply to Adverse Consequences resulting from (i) any breach by Seller of the
representations and warranties contained in Sections 3.1(a), 3.1(b), and
3.1(f), (ii) any breach by Buyer of the representations and warranties contained in
Sections 3.2(a), 3.2(b), and 3.2(f), or (iii) fraud or willful misconduct
by Seller or Buyer, as applicable, in the negotiation or execution of this Agreement.



          (d) No Claim may be asserted or commenced against Seller pursuant to Section 8.2(i)
with regard to Breaches of representations and warranties of Seller unless written notice of such
Claim is received by Seller describing in reasonable detail the facts and circumstances with
respect to the subject matter of such Claim on or prior to the date on which the representation or
warranty on which such Claim is based ceases to survive as set forth in Section 8.1(a);
provided, however, that no such Claim may be asserted or commenced by Buyer against Seller to the
extent arising out of or related to a Breach of any representation or warranty of Seller and of
which Buyer had Knowledge (without additional inquiry) on or prior to the Closing Date.



          (e) No Claim may be asserted or commenced against Buyer pursuant to Section 8.3(i)
with regard to Breaches of representations and warranties of Buyer unless written notice of such
Claim is received by Buyer describing in reasonable detail the facts and circumstances with respect
to the subject matter of such Claim on or prior to the date on which the representation or warranty
on which such Claim is based ceases to survive as set forth in Section 8.1(c); provided,
however, that no such Claim may be asserted or commenced by Seller against Buyer to the extent
arising out of or related to a Breach of any representation or warranty of Buyer and of which
Seller had Knowledge (without additional inquiry) on or prior to the Closing Date.



          (f) In the event Buyer successfully asserts a Claim against Seller pursuant to Section
8.2(i), the first $30 million of Adverse Consequences shall be payable by Seller in cash;
thereafter additional Adverse Consequences shall be satisfied by Seller in cash up to an amount
equal to the Seller



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Net Proceeds of any prior sales of Delek Shares by Seller, and any remaining Adverse
Consequences shall be satisfied by Seller via the return of Delek Shares not Disposed of by Seller.




     8.5 Matters Involving Third Parties.



          (a) If any third party shall notify either Party (the “Indemnified Party”) with respect to any
matter (a “Third Party Claim”) that may give rise to a right to claim for indemnification against
(i) Seller under Section 8.2 or (ii) Buyer under Section 8.3 (each of (i) and (ii),
the “Indemnifying Party”), then the Indemnified Party shall promptly (and in any event within ten
(10) Business Days after receiving notice of the Third Party Claim) notify the Indemnifying Party
thereof in writing.



          (b) The Indemnifying Party will have the right to assume and thereafter conduct the defense of
the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party;
provided, however, that the Indemnifying Party will not consent to the entry of any judgment or
enter into any settlement with respect to the Third Party Claim without the prior written consent
of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless the
judgment or proposed settlement involves only the payment of money damages and does not impose an
injunction or other equitable relief upon the Indemnified Party. The Indemnified Party shall
provide reasonable assistance to and cooperation with the Indemnifying Party in connection with any
Third Party Claim. Notwithstanding the foregoing, if the interests of the Indemnified Party,
whether or not the Indemnified Party is a named party in such Third Party Claim, and the interests
of the Indemnifying Party are or could reasonably be expected by the Indemnified Party to be
adverse, the Indemnified Party may assume and thereafter conduct its own defense and the
Indemnifying Party shall reimburse the Indemnified Party on a current basis for its Adverse
Consequences incurred in the defense thereof.



          (c) Unless and until the Indemnifying Party assumes the defense of the Third Party Claim as
provided in Section 8.5(b), the Indemnified Party may defend against the Third Party Claim
in any manner it reasonably may deem appropriate.



     8.6 Determination of Amount of Adverse Consequences. The Adverse Consequences giving rise to
any indemnification obligation hereunder shall be limited to the actual loss suffered by the
Indemnified Party (i.e., reduced by any insurance proceeds or other payment or recoupment received,
realized or retained by the Indemnified Party as a result of the events giving rise to the claim
for indemnification), net of any reduction in Taxes of the Indemnified Party (or the affiliated
group of which it is a member) occasioned by such loss or damage. Upon the request of the
Indemnifying Party, the Indemnified Party shall provide the Indemnifying Party with information
sufficient to allow the Indemnifying Party to calculate the amount of the indemnity payment in
accordance with this Section 8.6. An Indemnified Party shall take all reasonable steps to
mitigate damages in respect of any claim for which it is seeking indemnification and shall use
reasonable efforts to avoid any costs or expenses associated with such claim and, if such costs and
expenses cannot be avoided, to minimize the amount thereof.



     8.7 Subrogation. If an Indemnified Party has a right against a third party with respect to
any claim, demand, Proceeding, or proceeding for which indemnification is sought under this
Agreement, the Indemnifying Party shall, to the extent of any payment made by the Indemnifying
Party, be subrogated to the rights of the Indemnified Party and the Indemnified Party shall
cooperate with and assist the Indemnifying Party in pursuing the claim against the third party. If
requested by the Indemnifying Party, the Indemnified Party shall assign, or partially assign, the
Claim or Proceeding against the third party to the Indemnifying Party, to the extent of any payment
made by the Indemnifying Party.



     8.8 Limitation of Damages. NOTWITHSTANDING ANYTHING CONTAINED TO THE CONTRARY IN ANY OTHER
PROVISION OF THIS AGREEMENT, THE PARTIES AGREE THAT



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THE INDEMNIFICATION OBLIGATIONS OF BOTH PARTIES, AND THE RECOVERY BY EITHER PARTY OR
INDEMNITEE OF ANY COVERED LIABILITIES SUFFERED OR INCURRED BY IT AS A RESULT OF ANY BREACH OR
NONFULFILLMENT BY A PARTY OF ANY OF ITS REPRESENTATIONS, WARRANTIES, COVENANTS, AGREEMENTS, OR
OTHER OBLIGATIONS UNDER THIS AGREEMENT, SHALL BE LIMITED TO ACTUAL DAMAGES AND SHALL NOT INCLUDE OR
APPLY TO, NOR SHALL EITHER PARTY OR INDEMNITEE BE ENTITLED TO RECOVER, ANY INDIRECT, CONSEQUENTIAL,
SPECIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES ON
ACCOUNT OF LOST PROFITS OR OPPORTUNITIES OR BUSINESS INTERRUPTION) SUFFERED OR INCURRED BY EITHER
PARTY OR INDEMNITEE. For purposes of the foregoing, actual damages may, however, include indirect,
consequential, special, incidental, exemplary, or punitive damages to the extent (i) the injuries
or losses resulting in or giving rise to such damages are incurred or suffered by a third party who
is not an Affiliate of Seller or Buyer, and (ii) such damages are recovered against an Indemnitee
by a Person which is a third party who is not an Affiliate of Seller or Buyer. This Section
8.8 shall operate only to limit a Party’s Liability and shall not operate to increase or expand
any Contractual obligation of a Party hereunder.




     8.9 Specific Performance. In addition to any other right or remedy to which any Party may be
entitled, at Law or in equity, all Parties shall be entitled to enforce any provisions of this
Agreement by a decree of specific performance and to temporary, preliminary, and permanent
injunctive relief to prevent breaches or threatened breaches of any of the provisions of this
Agreement, without posting any bond or other undertaking.



ARTICLE IX

TERMINATION OF AGREEMENT




     9.1 Termination of Agreement. The Parties may terminate this Agreement, as provided below:



          (a) Mutual Consent. Buyer and Seller may terminate this Agreement as to both Parties by
mutual written consent at any time prior to the Closing.



          (b) Termination Date. Either Party may terminate this Agreement by giving written notice to
the other Party in the event the conditions set forth in Sections 7.1(d) and 7.1(e)
(as applicable to Buyer) or the conditions set forth in Sections 7.2(c) and 7.2(d)
(as applicable to Seller) shall not have occurred on or prior to August 31, 2007 (the “Termination
Date”); provided that the failure to satisfy the conditions set forth in Sections 7.1(d),
7.1(e), 7.2(c), and 7.2(d) by the Termination Date is not due to a breach
of the obligations of Sections 5.2 or 5.3 applicable to the terminating Party;
provided further, that in the event the waiting period referred to in the HSR Act applicable to the
Contemplated Transactions has not expired or is not terminated as of August 31, 2007 then the
Termination Date shall be extended to such later date as the Parties mutually agree in writing, but
in the event the Parties do not mutually agree, then the Termination Date shall be extended to
November 30, 2007.



          (c) By Seller. Seller may terminate this Agreement by giving written notice to Buyer at any
time prior to the Closing in the event that Buyer has Breached any representation, warranty, or
covenant contained in this Agreement such that the conditions set forth in Section 7.2(a)
or (b) shall not have been satisfied, or cannot be satisfied by the Termination Date;
provided, that Seller shall have provided written notification to Buyer of the Breach, and the
Breach shall have continued without cure for a period of thirty (30) days after delivery of the
notice of Breach.



          (d) By Buyer. Buyer may terminate this Agreement by giving written notice to Seller at any
time prior to the Closing in the event that Seller has Breached any representation, warranty, or



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covenant contained in this Agreement such that the conditions set forth in Section
7.1(a) or (b) shall not have been satisfied, or cannot be satisfied by the Termination
Date; provided, that Buyer shall have provided written notification to Seller of the Breach, and
the Breach shall have continued without cure for a period of thirty (30) days after delivery of the
notice of Breach.




          (e) By Seller or Buyer. Either Seller or Buyer may terminate this Agreement by giving written
notice to the other Party if any court of competent jurisdiction or any Governmental Authority
shall have issued an Order or shall have taken any other action permanently enjoining, restraining,
or otherwise prohibiting the Contemplated Transactions and such Order or other action shall have
become final and non-appealable.



     9.2 Effect of Termination.



          (a) If either Party terminates this Agreement pursuant to Section 9.1, all rights and
obligations of the Parties under this Agreement shall terminate without any Liability of either
Party to the other Party (except for any Liability of either Party then in Breach); provided, that
the rights and obligations of the Parties under this Section 9.2 (Effect of Termination),
and any provisions regarding the interpretation or enforcement of this Agreement, and Article
X (Miscellaneous) will survive any such termination



          (b) If Seller or Buyer terminate this Agreement pursuant to Section 9.1(c) or
(d), then the rights of any non-Breaching Party to pursue all legal remedies for damages
such Party suffers will survive such termination unimpaired.



ARTICLE X

MISCELLANEOUS




     10.1 Cooperation. The Parties shall execute and deliver such documents and shall use all
Commercially Reasonable Efforts to take or cause to be taken all such actions as may be necessary
or advisable to close and make effective the Contemplated Transactions. After the Closing, each
Party, at the request of the other Party, and without additional consideration, shall execute and
deliver, from time to time, such additional documents or instruments of conveyance and transfer and
take or cause to be taken such additional actions as may be necessary or advisable to accomplish
the transfer of the Lion Shares to Buyer in the manner contemplated in this Agreement.



     10.2 No Third Party Beneficiaries. This Agreement and any agreement contained, expressed, or
implied herein, shall not confer any rights or remedies upon any Person other than the Parties and
their respective successors and permitted assigns except that Seller Indemnitees and Buyer
Indemnitees shall be third party beneficiaries of the indemnifications provided for in Article
VIII.



     10.3 Successors and Assignment. This Agreement shall be binding upon and inure to the benefit
of the Parties named herein and their respective successors and permitted assigns. Neither Party
may assign, transfer, convey, or pledge either this Agreement or any of its rights, interests, or
Liabilities hereunder without the prior written consent of the other Party, which consent shall not
be unreasonably withheld, conditioned, or delayed; provided, however, that Buyer may transfer and
assign prior to the Closing its rights and Liabilities pursuant to this Agreement to its Affiliates
without the prior written consent of Seller (which transfer shall not release Buyer from any of its
Liabilities hereunder). Nothing in this Section 10.3 shall limit Seller’s right to
transfer the Delek Shares to a Permitted Transferee in a Permitted Transfer as set forth in
Section 6.4.



     10.4 Notices. All notices, requests, Claims, Consents, or other communications required or
authorized hereunder shall be in writing and shall be deemed to have been duly given by the
applicable



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Party if personally delivered, sent by facsimile with receipt acknowledged, sent by a
recognized commercial overnight delivery service which guarantees next Business Day delivery, sent
by U.S. registered or certified mail return receipt requested and postage prepaid, or otherwise
actually received by the other Party at the address of the intended recipient set forth below:




	 	 	 	 	 
	 

	 	If to Seller:
	 	TransMontaigne Inc.
	 

	 	 	 	1670 Broadway, Suite 3100
	 

	 	 	 	Denver, Colorado 80202
	 

	 	 	 	Attn: Randall J. Larson
	 

	 	 	 	Fax: (303) 626-8238
	 
	 	 	 	 
	 

	 	 	 	With a copy to (which copy shall not constitute notice):
	 
	 	 	 	 
	 

	 	 	 	TransMontaigne Inc.
	 

	 	 	 	1670 Broadway, Suite 3100
	 

	 	 	 	Denver, Colorado 80202
	 

	 	 	 	Attn: Erik B. Carlson, Esq.
	 

	 	 	 	Fax: (303) 626-8238
	 
	 	 	 	 
	 

	 	If to Buyer:
	 	Delek US Holdings, Inc.
	 

	 	 	 	7102 Commerce Way
	 

	 	 	 	Brentwood, Tennessee 37027
	 

	 	 	 	Attn: General Counsel
	 

	 	 	 	Fax: (615) 435-1271
	 
	 	 	 	 
	 

	 	 	 	With a copy to (which copy shall not constitute notice):
	 
	 	 	 	 
	 

	 	 	 	Fulbright & Jaworski L.L.P.
	 

	 	 	 	1301 McKinney, Suite 5100
	 

	 	 	 	Houston, Texas 77010
	 

	 	 	 	Attn: Daniel L. Mark
	 

	 	 	 	Fax: (713) 651-5246





All such notices and communications shall be deemed to have been received: if personally delivered,
at the time delivered by hand; if so mailed, three (3) Business Days after being deposited in the
mail; if faxed, upon confirmation of receipt if the confirmation is between 9:00 a.m. and 5:00 p.m.
local time of the recipient on a Business Day, otherwise on the first Business Day following
confirmation of receipt, and, if sent by overnight air courier, on the next Business Day after
timely delivery to the courier.



Either Party may change the address to which notices, requests, Claims, Consents and other
communications hereunder are to be delivered by giving the other Party prior written notice thereof
in the manner herein set forth in this Section 10.4.




     10.5 Governing Law. This Agreement and the legal relations between the Parties with respect
hereto shall be governed by and construed in accordance with the domestic Laws of the State of
Delaware without regard or giving effect to any choice or conflict of Law provision or rule
(whether of such state or any other jurisdiction) that would cause the application of the Laws of
any jurisdiction other than such state.



     10.6 Entire Agreement. Except as otherwise set forth in this Section 10.6, this
Agreement (including any documents referred to in this Agreement) constitutes the entire agreement
between the



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Parties with respect to the Contemplated Transactions and supersedes any prior understandings,
negotiations, statements, discussions, correspondence, offers, agreements, or representations by
the Parties, written or oral, relating in any way to the subject matter of this Agreement and the
Contemplated Transactions. No modification, amendment, or supplement of any provision of this
Agreement shall be valid unless the same shall be in writing and signed by the Parties. The
Parties each acknowledge that from and after the date hereof, the Confidentiality Agreements shall
continue in full force and effect.




     10.7 Severability. Any term or provision of this Agreement that is invalid or unenforceable
in any situation in any jurisdiction shall not affect the validity or enforceability of the
remaining terms and provisions hereof or the validity or enforceability of the offending term or
provision in any other situation or in any other jurisdiction.



     10.8 Transaction Expenses. Each of Buyer and Seller will bear and pay its own costs and
expenses (including legal fees and expenses) incurred in connection with the negotiation and
execution of this Agreement and the consummation of the Contemplated Transactions.



     10.9 Arbitration.



          (a) Any dispute, controversy or Claim, whether based on contract, tort, statute or other legal
or equitable theory (including any Dispute concerning any question of validity or effect of this
Agreement, including this clause) arising out of or related to this Agreement (including any
amendments or extensions hereto or thereto) or the performance, breach, validity, interpretation,
application, or termination hereof or thereof (a “Dispute”), shall be resolved by binding
arbitration initiated upon the written notice (an “Arbitration Notice”) of either Party. The
arbitration shall be conducted in accordance with this Agreement and the then current Commercial
Arbitration Rules including Procedures for Large, Complex Commercial Disputes (collectively, the
“AAA Rules”) issued by the American Arbitration Association (“AAA”), and judgment on the award may
be entered in any court having jurisdiction thereof.



          (b) The arbitration hearing shall be held in and the award shall be issued in Denver, Colorado
or such other location as the Parties may mutually agree upon. The arbitrator(s) shall determine
the matters at issue in the Dispute in accordance with the substantive Law of the State of
Delaware, excluding the conflicts provisions of such Law, and may only award damages in accordance
with this Agreement. The arbitration shall be governed by the United States Arbitration Act 9
U.S.C. §1 et. seq., to the exclusion of any provision of state Law inconsistent therewith. The
arbitrator(s) shall not be empowered to award punitive damages, and each Party hereby irrevocably
waives any right to recover punitive, exemplary or similar damages with respect to any Dispute.



          (c) In the event that either Party’s claim or counterclaim equals or exceeds $1,000,000,
exclusive of interest or attorneys’ fees, the Dispute shall be heard and determined by three (3)
arbitrators otherwise, the Dispute shall be heard and determined by one (1) arbitrator.



          (d) In the event that one arbitrator shall hear the Dispute, the Parties shall attempt to
agree upon a qualified individual to serve as arbitrator. If the Parties are unable to so agree
within thirty (30) days of the Arbitration Notice, then the arbitrator shall be selected and
appointed in accordance with the AAA Rules.



          (e) In the event that three arbitrators shall hear the Dispute, each party shall, within
twenty (20) days of the Arbitration Notice, select one person to act as an arbitrator. The two
arbitrators so selected shall, within twenty-five (25) days of their appointment, select a third
arbitrator who shall serve as the chair of the arbitral panel. The two party selected arbitrators
will serve in a non-neutral capacity. The arbitrators selected shall be qualified by education,
training, and experience to hear and determine matters in the nature of the Dispute.



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          (f) If any arbitrator is not appointed within the time limits provided herein, such arbitrator
shall be appointed by the AAA in accordance with the listing, striking and ranking procedure in the
AAA Rules. Any arbitrator appointed by the AAA shall be a retired judge or a practicing attorney
with no less than fifteen years of experience with large commercial cases and an experienced
arbitrator.



          (g) Should an arbitrator die, resign, refuse to act, or become incapable of performing his or
her functions as an arbitrator, the vacancy shall be filled by the method by which that arbitrator
was originally appointed.



          (h) The arbitrator(s) shall apply this Agreement as written and according to its plain
language in all respects, and shall in no circumstances have authority to add, delete, modify, or
deviate from any of the terms of this Agreement as written, nor shall it/they have any authority to
cancel or void this Agreement, in whole or in part, or to extend the term of this Agreement, other
than as may be expressly provided herein.



          (i) All awards shall be in writing and shall state the reasoning upon which the award rests
including a statement of facts and conclusions of Law. Any award shall be made and signed by at
least a majority of the arbitrator(s).



          (j) Unless the Parties agree otherwise, the Parties, the arbitrator(s), and the AAA shall
treat the dispute resolution Proceedings provided for herein, any related disclosures, and the
decisions of the arbitrator(s), as confidential, except in connection with judicial Proceedings
ancillary to the dispute resolution Proceedings and as otherwise required by Law to protect the
legal rights of a party.



          (k) The terms of this Section 10.9 shall survive the Closing and the termination or
expiration of this Agreement.



     10.10 Confidentiality; Publicity. The Parties recognize and acknowledge that the Parties
desire to maintain as private and confidential their activities under this Agreement. In
furtherance thereof, the Parties hereby agree:



          (a) Restricted Use of Confidential Information. From and after the date hereof, except as may
be required by any applicable Law or as otherwise expressly contemplated herein, (i) neither Party
nor either of their respective Affiliates, employees, agents, consultants, advisers, or
representatives shall, without the prior written consent of the other Party, disclose (or permit to
disclose) to any third Person the existence of this Agreement, the subject matter or terms hereof
(including the Purchase Price), any proprietary or otherwise confidential information concerning
the business or affairs of the other Party which it may have acquired from such Party at any time
in the course of pursuing the Contemplated Transactions and negotiating and executing this
Agreement, and (ii) to further protect the investment of Buyer in the Lion Shares and in addition
to the obligations of Seller under any of the Confidentiality Agreements, Seller shall not, and
shall cause its Affiliates, employees, agents, consultants, advisers, and representatives not to,
disclose (or permit to disclose) to any third Person any proprietary or otherwise non-public
confidential information concerning the business or affairs of Lion Oil obtained thereby at any
time (including the current and historical capital structure of Lion Oil or any other information
relating to Lion Oil’s financial condition or operations or any dealings between Seller and Lion
Oil at any time) (collectively, the “Confidential Information”); provided, however, that either
Party may disclose any such Confidential Information as follows: (i) in connection with the
Contemplated Transactions, to such Party’s Affiliates and its or its Affiliates’ employees,
lenders, counsel, or accountants, which shall also be subject to the requirements of this
Section 10.10; (ii) to comply with any applicable Law or Order, provided, that prior to
making any such disclosure the Party making the disclosure shall, to the extent not prohibited by
applicable Law, (A) promptly provide written notification to the other Party of any Proceeding of
which it is aware which may result in disclosure, the nature of



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such information to be disclosed, and a description of the legal provisions requiring such
disclosure, (B) use all Commercially Reasonable Efforts to limit or prevent such disclosure, and
(C) if disclosure is ultimately required, use all Commercially Reasonably Efforts to provide the
other Party a reasonable opportunity to review the proposed disclosure and comment thereon, and use
all Commercially Reasonable Efforts to obtain an order or other reliable assurance that
confidential treatment will be accorded to such disclosed information; (iii) to the extent that the
Confidential Information is or becomes generally available to the public through no fault of the
Party, or its Affiliates or representatives, making such disclosure; and (iv) to the extent that
the same information becomes available to the Party making such disclosure on a non-confidential
basis from a source other than a Party or its Affiliates or representatives, which source is not
prohibited from disclosing such information by any legal, Contractual, or fiduciary obligation.
Seller may disclose to Lion Oil such of the Confidential Information regarding this Agreement and
the subject matter or terms hereof as may be reasonably necessary in connection with the
Contemplated Transactions; provided, that prior to providing such Confidential Information to Lion
Oil, Lion Oil shall have been informed by Seller of the terms of this Section 10.10, and
shall have agreed in writing to keep such Confidential Information confidential and not to disclose
it. Seller may also disclose to, and discuss with, the shareholders of Lion Oil set forth in
Schedule 5.6 and their respective agents, consultants, advisors, and representatives such
of the Confidential Information regarding this Agreement and the subject matter or terms hereof as
may be reasonably necessary in connection with the satisfaction of Seller’s obligations under
Section 5.6, including, upon request by such shareholder, a copy of this Agreement
conspicuously marked on the first page thereof as “Private and Confidential”; provided, that prior
to providing or discussing any such Confidential Information, including any copy of this Agreement,
to any such shareholder or any of their respect agents, consultants, advisors, and representatives,
the shareholder and each of his agents, consultants, advisors, and representatives receiving such
information (A) shall have been informed by Seller of the terms of this Section 10.10, and
(B) shall have entered into a confidentiality agreement with Buyer, in form and substance
satisfactory to Buyer, regarding the confidential nature of such information and the restricted use
thereof.




          (b) Return of Confidential Information. If the Contemplated Transactions are not consummated,
upon written request, Buyer shall, as promptly as practicable, return to Seller or destroy, at the
option of Seller, any and all tangible embodiments of Confidential Information provided to or
acquired by Buyer in the course of pursuing the Contemplated Transactions.



          (c) Press Releases and Public Announcements. No Party shall issue any press release or make
any public announcement regarding the subject matter of this Agreement or the Contemplated
Transactions, or any information related thereto, without first obtaining the written approval of
the other Party, which approval shall not be unreasonably withheld, and upon obtaining such
approval shall have provided a copy of the press release or public announcement to the other Party
and shall not include therein any information to which such other Party shall reasonably have
objected to as being within the scope of Confidential Information; provided, that a Party may make
any public disclosure it believes, based upon the opinion of counsel, is required by applicable Law
or any regulations of the Securities and Exchange Commission or listing or trading agreement
concerning its publicly traded securities (in which case the disclosing Party will advise the other
Party before making the disclosure if feasible).



     10.11 Counterparts. This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same
instrument. A facsimile transmission of a signed copy of this Agreement shall be deemed an
original and shall have the same valid and binding effect thereof.



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     IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above
written.



	 	 	 	 	 
	 	SELLER:



TRANSMONTAIGNE INC.

 	 
	 	By  	/s/  Erik B. Carlson
 	 
	 	 	Name  	Erik B. Carlson 	 
	 	 	Title  	Senior Vice President 	 
	 
	 	BUYER:



DELEK US HOLDINGS, INC.

 	 
	 	By  	/s/  Assi Ginzburg
 	 
	 	 	Name  	Assi Ginzburg 	 
	 	 	Title  	Vice President 	 
	 
	 	 	 
	 	By  	                                      /s/  Edward Morgan
 	 
	 	 	Name  	Edward Morgan 	 
	 	 	Title  	Vice President and Chief Financial Officer 	 
	 



Signature Page to Stock Purchase Agreement





 









 








Exhibit 2.4(E)