AMENDMENT NO. 1 TO STOCK AND ASSET PURCHASE AGREEMENT,
DATED AS OF NOVEMBER 21, 1995
This Amendment No. 1 to Stock and Asset Purchase Agreement
dated as of November 21, 1995 (this "Amendment No. 1") is made and entered into
as of the 11th day of December 1995, by and among Castle Energy Corporation, a
Delaware corporation ("Castle"), Indian Refining I Limited Partnership, an
Illinois limited partnership ("IRLP"), Indian Refining & Marketing I, Inc., an
Illinois corporation and the sole general partner of IRLP ("IRMI") (IRMI and
IRLP are collectively referred to as the "Asset Sellers"), and American Western
Refining, Inc., a Delaware limited partnership ("Buyer").
WHEREAS, Castle, the Asset Sellers and Am West GP, Inc. the
general partner of the Buyer, are parties to that certain Stock and Asset
Purchase Agreement dated as of November 21, 1995 (the "Purchase Agreement").
WHEREAS, Am West GP, Inc., has assigned all of its rights and
obligations under the Purchase Agreement to Buyer.
WHEREAS, the parties desire to amend the Purchase Agreement as
set forth in this Amendment No. 1.
NOW, THEREFORE, in consideration of the foregoing premises and
the mutual covenants and agreements set forth herein, and intending to be
legally bound, Castle, the Asset Sellers and Buyer hereby agree as follows:
1. The following definition is hereby added in Section 1.1 of
the Purchase Agreement, immediately preceding the definition of "Asset Purchase
Price":
"Amendment No. 1" shall mean Amendment No. 1 to the
Stock and Asset Purchase Agreement dated as of November 21,
1995 among Castle, the Asset Sellers and Am West GP, Inc.
2. The definition of "Outstanding Liens" in Section 1.1 of the
Purchase Agreement is hereby amended to read in its entirety as follows:
"Outstanding Liens" shall mean the Liens identified
on Schedule 1.1B attached to the Purchase Agreement, as
amended by Amendment No. 1."
3. The definition of "Schedule 1.1B" in Section 1.1 of the
Purchase Agreement is hereby amended to read in its entirety as follows:
"Schedule 1.1B" shall mean the schedule dated
November 21, 1995 and attached to the Purchase Agreement
(before giving effect to Amendment No. 1), as supplemented by
the schedule dated December 8, 1995 and attached to Amendment
No. 1 as Exhibit A to Amendment No. 1, which schedules
collectively identify all Persons known to have a Lien on any
of the Purchased Assets at December 8, 1995, and in each case,
the amount of such Liability.
4. The parties hereto hereby agree that the Seller Note is
hereby amended to read in its entirety as set forth on Exhibit B to Amendment
No. 1.
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5. The list of Excluded Contracts set forth on Schedule 2.2D
to the Purchase Agreement is hereby amended by adding the following as an
"Excluded Contract": that certain Agreement made March 23, 1994 between IRLP and
ABB Lummus Crest Inc. for License and Basic Engineering Relating to a Delayed
Coker Plant, Lawrenceville Refinery, Illinois. Schedule 4.4 is amended by
deleting the reference to such Contract.
6. Section 7.11(b) of the Purchase Agreement is hereby deleted
in its entirety and replaced by the following Section 7.11(b), reading in its
entirety as follows:
"(b) If, at any time, Buyer shall elect to pay any amount
secured by any one of the Outstanding Liens, the amount so paid shall reduce the
obligations of the Buyer under the Seller Note dollar for dollar. The foregoing
is also permitted by the second sentence of Section 2(c) of the Seller Note."
7. The Purchase Agreement, as amended by this Amendment No. 1,
remains in full force and effect.
8. This Amendment No. 1 shall be governed by and construed in
accordance with the laws of the State of New York, without regard to its rules
on conflicts of law.
9. This Amendment No. 1 may be executed in two or more
counterparts, all of which shall be considered one and the same agreement, and
shall become a binding agreement when one or more counterparts have been signed
by each of the parties and delivered to each of the other parties.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to be duly executed as of the date and year first above written.
CASTLE ENERGY CORPORATION
By: /s/ RICHARD E. STAEDTLER
-------------------------------
Title: Chief Financial Officer
INDIAN REFINING I LIMITED PARTNERSHIP
By: Indian Refining & Marketing I
Inc., General Partner
By: /s/ CHRIS A. WOODS
--------------------------
Title: Vice President
INDIAN REFINING & MARKETING I INC.
By: /s/ CHRIS A. WOODS
-------------------------------
Title: Vice President
AMERICAN WESTERN REFINING, L.P.
By: Am West GP, Inc., its general partner
By: /s/ B.N. BANERJEE
--------------------------
Title: President
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