DELEK LOGISTICS PARTNERS, LP, DELEK LOGISTICS FINANCE CORP. AND EACH OF THE GUARANTORS PARTY HERETO 8.625% SENIOR NOTES DUE 2029 INDENTURE Dated as of March 13, 2024 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as TrusteeIndenture • March 13th, 2024 • Delek Logistics Partners, LP • Pipe lines (no natural gas) • New York
THIS INDENTURE dated as of March 13, 2024 is among Delek Logistics Partners, LP, a Delaware limited partnership (the “Company”), Delek Logistics Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), the Guarantors (as defined herein) party hereto and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”).
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DELEK LOGISTICS PARTNERS, LP A Delaware Limited Partnership Dated as of November 7, 2012Delek Logistics Partners, LP • November 7th, 2012 • Pipe lines (no natural gas) • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DELEK LOGISTICS PARTNERS, LP dated as of November 7, 2012, is entered into by and between Delek Logistics GP, LLC, a Delaware limited liability company, as the General Partner, and Delek US Holdings, Inc., a Delaware corporation, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
DELEK LOGISTICS PARTNERS, LP, DELEK LOGISTICS FINANCE CORP. AND EACH OF THE GUARANTORS PARTY HERETOSupplemental Indenture • May 24th, 2017 • Delek Logistics Partners, LP • Pipe lines (no natural gas) • New York
THIS INDENTURE dated as of May 23, 2017 is among Delek Logistics Partners, LP, a Delaware limited partnership (the “Company”), Delek Logistics Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), the Guarantors (as defined herein) party hereto and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY 23, 2017 AMONG DELEK LOGISTICS PARTNERS, LP, DELEK LOGISTICS FINANCE CORP., THE GUARANTORS LISTED ON SCHEDULE I HERETO AND MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, AS REPRESENTATIVE OF THE...Registration Rights Agreement • May 24th, 2017 • Delek Logistics Partners, LP • Pipe lines (no natural gas) • New York
FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DELEK LOGISTICS GP, LLC A Delaware Limited Liability Company Dated as of August 13, 2020Limited Liability Company Agreement • August 14th, 2020 • Delek Logistics Partners, LP • Pipe lines (no natural gas) • Delaware
EACH OF THE GUARANTORS PARTY HERETO 7.125% SENIOR NOTES DUE 2028 Indenture Dated as of May 24, 2021 U.S. BANK NATIONAL ASSOCIATION, as TrusteeDelek Logistics Partners, LP • May 26th, 2021 • Pipe lines (no natural gas) • New York
THIS INDENTURE dated as of May 24, 2021 is among Delek Logistics Partners, LP, a Delaware limited partnership (the “Company”), Delek Logistics Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), the Guarantors (as defined herein) party hereto and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DELEK LOGISTICS GP, LLC A Delaware Limited Liability Company Dated as of November 7, 2012Limited Liability Company Agreement • November 7th, 2012 • Delek Logistics Partners, LP • Pipe lines (no natural gas) • Delaware
This FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Delek Logistics GP, LLC (the “Company”), dated as of November 7, 2012, is adopted, executed and agreed to by Delek US Holdings, Inc., a Delaware corporation (“Delek US”), as the sole member of the Company.
THIRD AMENDED AND RESTATED OMNIBUS AGREEMENT among DELEK US HOLDINGS, INC., DELEK REFINING, LTD., LION OIL COMPANY, DELEK LOGISTICS PARTNERS, LP, PALINE PIPELINE COMPANY, LLC, SALA GATHERING SYSTEMS, LLC, MAGNOLIA PIPELINE COMPANY, LLC, EL DORADO...Omnibus Agreement • April 6th, 2015 • Delek Logistics Partners, LP • Pipe lines (no natural gas)
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 9th, 2020 • Delek Logistics Partners, LP • Pipe lines (no natural gas) • Tennessee
This Amended and Restated Executive Employment Agreement (the “Agreement”) is entered into effective April 6, 2020 (the “Effective Date”), by and between Avigal Soreq (the “Executive”) and DELEK US HOLDINGS, INC. (the “Company”), who, in return for the mutual promises set forth herein, agree as follows:
PIPELINES AND TANKAGE AGREEMENT (East Texas Crude Logistics System)Pipelines and Tankage Agreement • November 7th, 2012 • Delek Logistics Partners, LP • Pipe lines (no natural gas)
This Pipelines and Tankage Agreement (this “Agreement”) is dated as of November 7, 2012 by and between Delek Refining, Ltd., a Texas limited partnership (the “Refining Entity”), and Delek Crude Logistics, LLC, a Texas limited liability company (the “Logistics Entity”). Each of the Refining Entity and the Logistics Entity are individually referred to herein as a “Party” and collectively as the “Parties.”
OPERATION AND MANAGEMENT SERVICES AGREEMENTOperation and Management Services Agreement • November 7th, 2012 • Delek Logistics Partners, LP • Pipe lines (no natural gas)
OPERATION AND MANAGEMENT SERVICES AGREEMENT (“Agreement”), dated as of November 7, 2012 (the “Effective Date”), by and among Delek Logistics Services Company, a Delaware corporation (the “Services Company”), Delek Logistics GP, LLC, a Delaware limited liability company (the “General Partner”), and Delek Logistics Partners, LP, a Delaware limited partnership (the “Partnership” and, together with the General Partner, the “Partnership Parties”). The Services Company, the General Partner and the Partnership may be referred to herein individually as “Party” or collectively as “Parties.”
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 12th, 2013 • Delek Logistics Partners, LP • Pipe lines (no natural gas) • New York
This Amended and Restated Credit Agreement (“Credit Agreement”) is entered into as of July 9, 2013, by and among DELEK LOGISTICS PARTNERS, LP, a Delaware limited partnership (the “MLP”), DELEK LOGISTICS OPERATING, LLC, a Delaware limited liability company (“Delek Operating”), DELEK MARKETING GP, LLC, a Delaware limited liability company (“Delek Marketing GP”), DELEK MARKETING & SUPPLY, LP, a Delaware limited partnership (“Delek Marketing”), DELEK CRUDE LOGISTICS, LLC, a Texas limited liability company (“Delek Crude”), DELEK MARKETING-BIG SANDY, LLC, a Texas limited liability company (“Delek Big Sandy”), MAGNOLIA PIPELINE COMPANY, LLC, a Delaware limited liability company (“Magnolia”), EL DORADO PIPELINE COMPANY, LLC, a Delaware limited liability company (“El Dorado”), SALA GATHERING SYSTEMS, LLC, a Texas limited liability company (“SALA Gathering”), and PALINE PIPELINE COMPANY, LLC, a Texas limited liability company (“Paline”) (the MLP, Delek Operating, Delek Marketing GP, Delek Market
AMENDED AND RESTATED SITE SERVICES AGREEMENTSite Services Agreement • May 8th, 2015 • Delek Logistics Partners, LP • Pipe lines (no natural gas)
This Amended and Restated Site Services Agreement (this “Agreement”), is dated March 31, 2015 by and between Lion Oil Company, an Arkansas corporation (“Lion”), and Delek Logistics Operating, LLC, a Delaware limited liability company (“Delek Logistics”). Lion and Delek Logistics are hereinafter collectively referred to as “Parties” and each singularly as a “Party.”
OMNIBUS AGREEMENT among DELEK US HOLDINGS, INC., DELEK REFINING, LTD., LION OIL COMPANY, DELEK LOGISTICS PARTNERS, LP, PALINE PIPELINE COMPANY, LLC, SALA GATHERING SYSTEMS, LLC, MAGNOLIA PIPELINE COMPANY, LLC, EL DORADO PIPELINE COMPANY, LLC, DELEK...Omnibus Agreement • November 7th, 2012 • Delek Logistics Partners, LP • Pipe lines (no natural gas)
This OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of, the Closing Date (as defined herein) among Delek US Holdings, Inc., a Delaware corporation (“Delek US”), on behalf of itself and the other Delek Entities (as defined herein), Delek Refining, Ltd., a Texas Limited Partnership (“Delek Refining”), Lion Oil Company, an Arkansas corporation (“Lion Oil”), Delek Logistics Partners, LP, a Delaware limited partnership (the “Partnership”), Paline Pipeline Company, LLC, a Texas limited liability company (“Paline”), SALA Gathering Systems, LLC, a Texas limited liability company (“SALA”), Magnolia Pipeline Company, LLC, a Delaware limited liability company (“Magnolia”), El Dorado Pipeline Company, LLC, a Delaware limited liability company (“El Dorado”), Delek Crude Logistics, LLC, a Texas limited liability company (“Crude Logistics”), Delek Marketing-Big Sandy, LLC, a Texas limited liability company (“Marketing-Big Sandy”), Delek Logistics Operating, LLC, a Delaware limit
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DELEK LOGISTICS GP, LLC A Delaware Limited Liability Company Dated as of December 10, 2013Limited Liability Company Agreement • December 13th, 2013 • Delek Logistics Partners, LP • Pipe lines (no natural gas) • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Delek Logistics GP, LLC (the “Company”), dated as of December 10, 2013, is adopted, executed and agreed to by Delek Logistics Services Company, a Delaware corporation (“Delek Logistics Services”), and certain individuals listed on Exhibit A (each, a “Management Member” and, collectively, the “Management Members”). Delek Services and the Management Members are sometime hereinafter referred to collectively as “parties” and individually as a “party.”
EXCHANGE AGREEMENTExchange Agreement • August 14th, 2020 • Delek Logistics Partners, LP • Pipe lines (no natural gas) • Delaware
This EXCHANGE AGREEMENT (this “Agreement”), dated as of August 13, 2020, is entered into by and between Delek Logistics Partners, LP, a Delaware limited partnership (the “Partnership”) and Delek Logistics GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”).
DELEK LOGISTICS PARTNERS, LP DESCRIPTION OF COMMON UNITSDelek Logistics Partners, LP • February 28th, 2024 • Pipe lines (no natural gas)
This exhibit describes the general terms of our common units. This is a summary and does not purport to be complete. Our Certificate and the Partnership Agreement as they exist on the date of this Annual Report on Form 10-K are incorporated by reference or filed as an exhibit to the Annual Report on Form 10-K of which this exhibit is a part, and amendments or restatements of each will be filed with the Securities and Exchange Commission (the “SEC”) in future periodic or current reports in accordance with the rules of the SEC. You are encouraged to read those documents.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 30th, 2017 • Delek Logistics Partners, LP • Pipe lines (no natural gas) • Tennessee
This agreement (the “Agreement”) is entered into effective October 24, 2017 (the “Effective Date”), by and between MELISSA M. BUHRIG (“Executive”) and DELEK US HOLDINGS, INC. (the “Company”), who, in return for the mutual promises set forth herein, agree as follows:
TERMINALLING SERVICES AGREEMENT (Big Sandy Terminal)Terminalling Services Agreement • November 7th, 2012 • Delek Logistics Partners, LP • Pipe lines (no natural gas)
This Terminalling Services Agreement (the “Agreement”) is dated as of November 7, 2012 by and between Delek Refining Ltd., a Texas limited partnership (“Delek Refining”), and Delek Marketing-Big Sandy, LLC, a Texas limited liability company (“Delek-Big Sandy”).
THROUGHPUT AND TANKAGE AGREEMENTThroughput and Tankage Agreement • February 14th, 2014 • Delek Logistics Partners, LP • Pipe lines (no natural gas)
This Throughput and Tankage Agreement (this “Agreement”) is dated as of February 10, 2014 by and between Lion Oil Company, an Arkansas corporation (“Lion”), and Delek Logistics Operating, LLC, a Delaware liability company (“Logistics”), and, for the limited purposes specified in Section 22, J. Aron & Company, a New York general partnership (“J. Aron”). Each of Lion and Logistics are individually referred to herein as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED SITE SERVICES AGREEMENTSite Services Agreement • May 8th, 2015 • Delek Logistics Partners, LP • Pipe lines (no natural gas)
This Amended and Restated Site Services Agreement (this “Agreement”), is dated March 31, 2015 by and between Delek Refining, Ltd., a Texas limited partnership (“Delek Refining”), and Delek Marketing & Supply, LP, a Delaware limited partnership (“Delek Marketing”). Delek Refining and Delek Marketing are hereinafter collectively referred to as “Parties” and each singularly as a “Party.”
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DELEK LOGISTICS PARTNERS, LP A Delaware Limited PartnershipDelek Logistics Partners, LP • August 14th, 2020 • Pipe lines (no natural gas) • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DELEK LOGISTICS PARTNERS, LP, dated as of August 13, 2020, is entered into by and between Delek Logistics GP, LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.
THROUGHPUT AND TANKAGE AGREEMENTThroughput and Tankage Agreement • August 1st, 2013 • Delek Logistics Partners, LP • Pipe lines (no natural gas)
This Throughput and Tankage Agreement (this “Agreement”) is dated as of July 26, 2013 by and between Delek Refining, Ltd., а Texas limited partnership (“Refining”), and Delek Marketing & Supply, LP, a Delaware limited partnership (“Logistics”). Each of Refining and Logistics are individually referred to herein as a “Party” and collectively as the “Parties.”
OMNIBUS ASSIGNMENT AND ASSUMPTION AGREEMENTOmnibus Assignment and Assumption Agreement • November 8th, 2022 • Delek Logistics Partners, LP • Pipe lines (no natural gas) • Tennessee
THIS OMNIBUS ASSIGNMENT AND ASSUMPTION AGREEMENT (“Assignment”) is made and entered into this 13th day of September, 2022 to be effective as of July 1, 2022 (“Effective Date”), by and between LION OIL TRADING & TRANSPORTATION, LLC (“Assignor”) and DK TRADING & SUPPLY, LLC (“Assignee”), and, for the limited purpose set forth in Section 3 hereof, the party set forth on Schedule 1 hereto (“Counterparty”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 1st, 2018 • Delek Logistics Partners, LP • Pipe lines (no natural gas) • Tennessee
This Executive Employment Agreement (the "Agreement") is entered into this 27th day of February, 2018, by and between ALAN P. MORET (the "Executive") and DELEK US ENERGY, INC. (the "Company"), who, in return for the mutual promises set forth herein, agree as follows:
OMNIBUS ASSIGNMENT AND ASSUMPTION AGREEMENTOmnibus Assignment and Assumption Agreement • November 8th, 2022 • Delek Logistics Partners, LP • Pipe lines (no natural gas) • Tennessee
entered into this 13th day of September, 2022 to be effective as of July 1, 2022 (“Effective Date”), by and between each of DELEK REFINING LTD. (“Assignor”) and DK TRADING & SUPPLY, LLC (“Assignee”), and, for the limited purpose set forth in Section 3 hereof, the parties set forth on Schedule 1 hereto (“Counterparties”).
ASSET PURCHASE AGREEMENT (Big Spring Refinery Logistics Assets and Duncan Terminal) among Alon USA Partners, LP, Alon USA GP II, LLC, Alon USA Delaware, LLC, Alon USA Refining, LLC, and Alon USA, LP, as Sellers, DKL Big Spring, LLC, as Buyer, and...Asset Purchase Agreement • March 2nd, 2018 • Delek Logistics Partners, LP • Pipe lines (no natural gas)
LEASE AND ACCESS AGREEMENTLease and Access Agreement • August 1st, 2013 • Delek Logistics Partners, LP • Pipe lines (no natural gas)
This Lease and Access Agreement (this “Lease”) is made and entered into as of July 26, 2013, between Delek Refining, Ltd., а Texas limited partnership (herein called “Lessor”), and Delek Marketing & Supply, LP, а Delaware limited partnership (“Lessee”). Lessor and Lessee are each referred to individually as а “Party” and collectively as the “Parties.”
ASSIGNMENT AND ASSUMPTION AGREEMENT AND GUARANTYAssignment and Assumption Agreement • November 8th, 2022 • Delek Logistics Partners, LP • Pipe lines (no natural gas) • Texas
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT AND GUARANTY (the “Assignment”) is made and entered into effective as of March 22, 2022, to be effective as of January 1, 2022 (the “Effective Date”), by and between LION OIL TRADING & TRANSPORTATION LLC (“Assignor”), DK TRADING & SUPPLY, LLC (“Assignee”), DELEK LOGISTICS OPERATING, LLC (“Logistics”), LION OIL COMPANY, LLC (“LION”) and, solely for the purposes set forth in Section 2 herein, DELEK US ENERGY, INC. (“Delek US”).
MARKETING AGREEMENTMarketing Agreement • October 4th, 2012 • Delek Logistics Partners, LP • Pipe lines (no natural gas)
OMNIBUS ASSIGNMENT AND ASSUMPTION AGREEMENT (Lion Oil Company, LLC to DK Trading & Supply, LLC)Omnibus Assignment and Assumption Agreement • November 8th, 2022 • Delek Logistics Partners, LP • Pipe lines (no natural gas) • Tennessee
THIS OMNIBUS ASSIGNMENT AND ASSUMPTION AGREEMENT (“Assignment”) is made and entered into this 12th day of September, 2022 to be effective as of July 1, 2022 (“Effective Date”), by and between each of LION OIL COMPANY, LLC (“Assignor”) and DK TRADING & SUPPLY, LLC (“Assignee”), and, for the limited purpose set forth in Section 3 hereof, the parties set forth on Schedule 1 hereto (“Counterparties”).
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • March 1st, 2023 • Delek Logistics Partners, LP • Pipe lines (no natural gas)
Second Supplemental Indenture (this “Supplemental Indenture”), dated as of July 8, 2022, among each of the entities set forth on Annex A hereto (collectively the “Guaranteeing Subsidiaries”), each a Subsidiary of Delek Logistics Partners, LP, a Delaware limited partnership (the “Company”), the Company, Delek Logistics Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank Trust Company, National Association, as trustee under the Indenture referred to below (the “Trustee”),
TERMINALLING SERVICES AGREEMENT (Memphis Terminal)Terminalling Services Agreement • November 7th, 2012 • Delek Logistics Partners, LP • Pipe lines (no natural gas)
This Terminalling Services Agreement is made and entered into as of the Commencement Date, by and between Lion Oil Company, an Arkansas corporation (the “Company”), and Delek Logistics Operating, LLC, a Delaware limited liability company (the “Operator”) (each referred to individually as a “Party” or collectively as the “Parties”), and, for the limited purposes specified in Article 28, J. Aron & Company, a New York general partnership (“J. Aron”).
OMNIBUS ASSIGNMENT AND ASSUMPTION AGREEMENT (Alon USA, LP to DK Trading & Supply, LLC)Omnibus Assignment and Assumption Agreement • November 8th, 2022 • Delek Logistics Partners, LP • Pipe lines (no natural gas) • Tennessee
THIS OMNIBUS ASSIGNMENT AND ASSUMPTION AGREEMENT (“Assignment”) is made and entered into this 12th day of September, 2022 to be effective as of July 1, 2022 (“Effective Date”), by and between each of ALON USA, LP (“Assignor”) and DK TRADING & SUPPLY, LLC (“Assignee”), and, for the limited purpose set forth in Section 3 hereof, the parties set forth on Schedule 1 hereto (“Counterparties”).
PIPELINES AND STORAGE FACILITIES AGREEMENTPipelines and Storage Facilities Agreement • November 7th, 2012 • Delek Logistics Partners, LP • Pipe lines (no natural gas)
This Pipelines and Storage Facilities Agreement is made and entered into as of the Commencement Date, by and among Lion Oil Company, an Arkansas corporation (the “Company”), Delek Logistics Partners, LP, a Delaware limited partnership (the “Partnership”), SALA Gathering Systems LLC, a Texas limited liability company (“SALA”), El Dorado Pipeline Company, LLC, a Delaware limited liability company (“El Dorado”), and Magnolia Pipeline Company, LLC, a Delaware limited liability company (“Magnolia”) (each of the Company, the Partnership, SALA, El Dorado and Magnolia referred to individually as a “Party” or collectively as the “Parties”), and, for the limited purposes specified in Article 28, J. Aron & Company, a New York general partnership (“J. Aron”).
