RIGHTS AGREEMENT dated as of March 20, 2020 between DELEK US HOLDINGS, INC., as the Company and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights AgentRights Agreement • March 24th, 2020 • Delek US Holdings, Inc. • Petroleum refining • Delaware
RIGHTS AGREEMENT, dated as of March 20, 2020, (this “Agreement”), by and between Delek US Holdings, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as rights agent (the “Rights Agent”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 9th, 2017 • Delek US Holdings, Inc. • Petroleum refining • Tennessee
This agreement (the “Agreement”) is entered into on August 3, 2017 and effective November 1, 2017 (the “Effective Date”), by and between EZRA UZI YEMIN (“Executive”) and DELEK US HOLDINGS, INC. (the “Company”), who, in return for the mutual promises set forth herein, agree as follows:
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 9th, 2023 • Delek US Holdings, Inc. • Petroleum refining
This Executive Employment Agreement (the “Agreement”) is entered into effective March 27, 2023 (the “Effective Date”), by and between Joseph Israel (the “Executive”) and DELEK US HOLDINGS, INC. (the “Company”), who, in return for the mutual promises set forth herein, agree as follows:
TERM LOAN CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, WELLS FARGO SECURITIES, LLC, BARCLAYS BANK PLC, SUNTRUST ROBINSON HUMPHREY, INC. and REGIONS CAPITAL MARKETS, A DIVISION OF REGIONS BANK, as Joint...Term Loan Credit Agreement • April 5th, 2018 • Delek US Holdings, Inc. • Petroleum refining • New York
THIS TERM LOAN CREDIT AGREEMENT, is entered into as of March 30, 2018 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), as administrative agent for each member of the Lender Group (as defined below) (in such capacity, together with its successors and assigns in such capacity, “Agent”), Wells Fargo Securities, LLC, Barclays Bank PLC, SunTrust Robinson Humphrey, Inc., and Regions Capital Markets, a division of Regions Bank, each as a joint lead arranger and joint bookrunner (each in such capacities, together with its successors and assigns in such capacities, a “Joint Lead Arranger”, and collectively, “Joint Lead Arrangers”), The Bank of Tokyo-Mitsubishi, Ltd., Credit Suisse Securities (USA) LLC, PNC Capital Markets LLC and F
THIRD AMENDED AND RESTATED SUPPLY AND OFFTAKE AGREEMENT dated as of April 7, 2020 between J. ARON & COMPANY LLC and ALON REFINING KROTZ SPRINGS, INC.Supply and Offtake Agreement • August 7th, 2020 • Delek US Holdings, Inc. • Petroleum refining • New York
This Third Amended and Restated Supply and Offtake Agreement (this “Agreement”) is made as of April 7, 2020 (the “Effective Date”), between J. Aron & Company LLC (“Aron”), a limited liability company organized under the laws of New York (formerly known as J. Aron & Company, a general partnership organized under the laws of New York) and located at 200 West Street, New York, New York 10282-2198, and Alon Refining Krotz Springs, Inc. (the “Company”), a Delaware corporation located at Hwy. 105 South, Krotz Springs, Louisiana 70750-0453 (each referred to individually as a “Party” or collectively as the “Parties”).
EXCHANGE AGREEMENTExchange Agreement • August 14th, 2020 • Delek US Holdings, Inc. • Petroleum refining • 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”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 25th, 2018 • Delek US Holdings, Inc. • Petroleum refining • Tennessee
This agreement (the “Agreement”) is entered into effective May 21, 2018 (the “Effective Date”), by and between Regina Bynote Jones (“Executive”) and DELEK US HOLDINGS, INC. (the “Company”), who, in return for the mutual promises set forth herein, agree as follows:
DELEK US HOLDINGS, INC. 2016 LONG-TERM INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT (CASH-SETTLED)Restricted Stock Unit Agreement • May 5th, 2022 • Delek US Holdings, Inc. • Petroleum refining • Delaware
This Agreement is made as of , 20 (the “Grant Date”) by and between Delek US Holdings, Inc., a Delaware corporation (the “Company”), and __________ (the “Participant”).
THIRD AMENDED AND RESTATED MASTER SUPPLY AND OFFTAKE AGREEMENT dated as of April 7, 2020 among J. ARON & COMPANY LLC, LION OIL COMPANY and LION OIL TRADING & TRANSPORTATION, LLCMaster Supply and Offtake Agreement • August 7th, 2020 • Delek US Holdings, Inc. • Petroleum refining • New York
This Third Amended and Restated Master Supply and Offtake Agreement (this “Agreement”) is made as of April 7, 2020 (the “Third Restatement Effective Date”), among J. Aron & Company LLC (“Aron”), a limited liability company organized under the laws of New York (formerly known as J. Aron & Company, a general partnership organized under the laws of New York) and located at 200 West Street, New York, New York 10282-2198, Lion Oil Company (the “Company”), a corporation organized under the laws of Arkansas located at 7102 Commerce Way, Brentwood, Tennessee 37027, and Lion Oil Trading & Transportation, LLC (“LOTT”), a limited liability company organized under the laws of Texas (formerly known as Lion Oil Trading & Transportation, Inc., a corporation organized under the laws of Arkansas) and located at 7102 Commerce Way, Brentwood, Tennessee 37027 (each referred to individually as a “Party” or collectively as the “Parties”).
OMNIBUS ASSIGNMENT AND ASSUMPTION AGREEMENTOmnibus Assignment and Assumption Agreement • November 8th, 2022 • Delek US Holdings, Inc. • Petroleum refining • 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, 2019 • Delek US Holdings, Inc. • Petroleum refining • Tennessee
This Executive Employment Agreement (the "Agreement") is entered into effective August 6, 2018 (the "Effective Date"), by and between LOUIS LABELLA (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 US Holdings, Inc. • Petroleum refining • 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 US Holdings, Inc. • Petroleum refining
ASSIGNMENT AND ASSUMPTION AGREEMENT AND GUARANTYAssignment and Assumption Agreement • November 8th, 2022 • Delek US Holdings, Inc. • Petroleum refining • 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”).
OMNIBUS ASSIGNMENT AND ASSUMPTION AGREEMENT (Lion Oil Company, LLC to DK Trading & Supply, LLC)Omnibus Assignment and Assumption Agreement • November 8th, 2022 • Delek US Holdings, Inc. • Petroleum refining • 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”).
OMNIBUS ASSIGNMENT AND ASSUMPTION AGREEMENT (Alon USA, LP to DK Trading & Supply, LLC)Omnibus Assignment and Assumption Agreement • November 8th, 2022 • Delek US Holdings, Inc. • Petroleum refining • 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”).
PROMISSORY NOTE (Revolving Facility) November 6, 2023Promissory Note • November 8th, 2023 • Delek US Holdings, Inc. • Petroleum refining • New York
FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, DELEK LOGISTICS PARTNERS, LP (the “Borrower”), hereby unconditionally promises to pay to the order of DELEK US HOLDINGS, INC. or its permitted assigns (the “Noteholder,” and together with the Borrower, the “Parties”), the principal amount of all Advances (as defined below) the Noteholder has disbursed to the Borrower pursuant to Section 2.2(a), together with all accrued interest thereon, as provided in this Promissory Note (the “Note”).
SECOND INCREMENTAL AMENDMENT TO TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • November 15th, 2019 • Delek US Holdings, Inc. • Petroleum refining
THIS SECOND INCREMENTAL AMENDMENT TO TERM LOAN CREDIT AGREEMENT (this “Incremental Amendment”) dated as of November 12, 2019, is by and among DELEK US HOLDINGS, INC., a Delaware corporation (the “Borrower”), the Guarantors listed on the signature pages hereof, WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the lenders from time to time party to the Credit Agreement referred to below (the “Lenders”), and the Incremental Lender (as defined below).
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • March 1st, 2023 • Delek US Holdings, Inc. • Petroleum refining • Tennessee
This Change in Control Severance Agreement (the “Agreement”) is entered into to be effective on or around June 13, 2022 (but no later than June 20, 2022) (the “Effective Date”), by and between DELEK US HOLDINGS, INC., a Delaware corporation (the “Company”) and Avigal Soreq (the “Employee”).
AGREEMENT AND PLAN OF MERGER dated as of November 8, 2017 by and among DELEK US HOLDINGS, INC., SUGARLAND MERGECO, LLC, ALON USA PARTNERS, LP, and ALON USA PARTNERS GP, LLCAgreement and Plan of Merger • November 9th, 2017 • Delek US Holdings, Inc. • Petroleum refining • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 8, 2017 (the “Execution Date”), is entered into by and among Delek US Holdings, Inc., a Delaware corporation (“Parent”), Sugarland Mergeco, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Parent (“Merger Sub”), Alon USA Partners, LP, a Delaware limited partnership (“MLP”), and Alon USA Partners GP, LLC, a Delaware limited liability company and the general partner of MLP (“MLP General Partner”).
PARTIAL ASSIGNMENT AND ASSUMPTION AGREEMENTPartial Assignment and Assumption Agreement • November 8th, 2022 • Delek US Holdings, Inc. • Petroleum refining • Texas
THIS PARTIAL ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Partial Assignment”) is made and entered on March __, 2022 and is effective as of January 1, 2022 (the “Effective Date”), by and between LION OIL COMPANY, LLC an Arkansas limited liability company (the “Assignor”), DK TRADING & SUPPLY, LLC, a Delaware limited liability company (“Assignee”), and, solely for the purposes of Section 5, herein, DELEK LOGISTICS PARTNERS, LP, a Delaware limited partnership (the “Partnership”). For purposes hereof, Assignor and Assignee referred to individually as a “Party” or collectively as the “Parties”).
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 8th, 2019 • Delek US Holdings, Inc. • Petroleum refining • New York
AGREEMENT (this “Amendment”) is entered into as of July 13, 2018, by and among (a) DELEK US HOLDINGS, INC., a Delaware corporation, as administrative borrower (in such capacity, “Administrative Borrower”) for itself and the other Borrowers party to the Credit Agreement referred to below, (b) WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, “Agent”), and (c) the Issuing Banks party hereto (each, a “Consenting Issuing Bank” and collectively, the “Consenting Issuing Banks”). All terms used herein that are defined in the Credit Agreement (as defined below) and not otherwise defined herein shall have the respective meanings ascribed thereto in the Credit Agreement.
AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT by and among DELEK US HOLDINGS, INC., as Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, and THE LENDERS THAT ARE PARTIES HERETO, as the Lenders WELLS FARGO SECURITIES, LLC,...Term Loan Credit Agreement • November 18th, 2022 • Delek US Holdings, Inc. • Petroleum refining • New York
THIS AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT, is entered into as of November 18, 2022, by and among the lenders identified on the signature pages hereof and the lenders delivering Lender Addenda (as defined below) (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), as administrative agent for each member of the Lender Group (as defined below) (in such capacity, together with its successors and assigns in such capacity, “Agent”), Wells Fargo Securities, LLC, MUFG Bank, Ltd., and BofA Securities Inc., each as a joint lead arranger and joint bookrunner (each in such capacities, together with its successors and assigns in such capacities, a “Joint Lead Arranger”, and collectively, “Joint Lead Arrangers”), Mizuho Bank, Ltd., PNC Capital Markets LLC, Citizens Bank, N.A., Barclays Bank PLC
AMENDMENT TO INVENTORY INTERMEDIATION AGREEMENTInventory Intermediation Agreement • February 28th, 2024 • Delek US Holdings, Inc. • Petroleum refining • New York
This Inventory Intermediation Agreement (this “Agreement”) is made as of December 22, 2022 (the “Effective Date”), between Citigroup Energy Inc. (“Citi”), a corporation organized under the laws of Delaware and DK Trading & Supply, LLC (“DKTS”), a limited liability company organized under the laws of Delaware, acting on behalf of, and jointly and severally liable with, each of (i) Lion Oil Company, LLC (“Lion Oil”), a corporation organized under the laws of Arkansas, (ii) Alon Refining Krotz Springs, Inc. (“ARKS”), a corporation organized under the laws of Delaware and (iii) Alon USA, LP, a limited partnership organized under the laws of Texas (“Alon” and together with each of Lion Oil and ARKS, the “Refinery Companies” and each a “Refinery Company”) (each of Citi, DKTS and the Refinery Companies referred to individually as a “Party” or collectively as the “Parties”).
SUPPORT AGREEMENTSupport Agreement • November 9th, 2017 • Delek US Holdings, Inc. • Petroleum refining • Delaware
THIS SUPPORT AGREEMENT, dated as of November 8, 2017 (this “Agreement”), is entered into by and between Alon USA Partners, LP, a Delaware limited partnership (“MLP”), and Alon Assets, Inc., a Delaware corporation (the “Unitholder”).
DocuSign Envelope ID: C742A163-8FC8-4C66-BDC3-A0EB9F42C9B2 CONFIDENTIAL November 7, 2019 Alon USA, LP 7102 Commerce Way Brentwood, Tennessee 37027 Re: Early Termination Election Ladies and Gentlemen: Reference is made to the Second Amended and...Delek US Holdings, Inc. • February 28th, 2020 • Petroleum refining • New York
DELEK US HOLDINGS, INC. 2016 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENTIncentive Plan Restricted Stock Unit Agreement • May 5th, 2022 • Delek US Holdings, Inc. • Petroleum refining • Delaware
This Agreement is made as of , 20 (the “Grant Date”) by and between Delek US Holdings, Inc., a Delaware corporation (the “Company”), and _____ (the “Participant”).
Second Amendment and Restatement of Schedules to Third Amended and Restated Omnibus AgreementDelek US Holdings, Inc. • April 6th, 2020 • Petroleum refining
The Parties agree that the Schedules are hereby amended and restated in their entirety effective as of March 31, 2020 to be as attached hereto. Pursuant to Section 9.12 of the Amended and Restated Omnibus Agreement, such amended and restated Schedules shall replace the prior Schedules as of the date hereof and shall be incorporated by reference into the Amended and Restated Omnibus Agreement for all purposes.
FIRST AMENDMENT TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 5th, 2022 • Delek US Holdings, Inc. • Petroleum refining • Tennessee
This First Amendment (this “Amendment”) to the Amended and Restated Executive Employment Agreement by and between Ezra Uzi Yemin (“Executive”) and DELEK US HOLDINGS, INC. (the “Company”), effective May 8, 2020 (the “Employment Agreement”), is hereby entered into by the Company and Executive on to be effective upon the commencement of Avigal Soreq’s term as Chief Executive Officer or at such earlier time as requested by the Board (the “Effective Date”). This Amendment supersedes and replaces in all respects the Employment Agreement and, except as otherwise provided herein, the Employment Agreement is hereby canceled. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Employment Agreement.
DK Trading & Supply, LLC Brentwood, TN 37027Intermediation Agreement • August 9th, 2023 • Delek US Holdings, Inc. • Petroleum refining
Re: Inventory Intermediation Agreement dated as of December 22, 2022 (the “Intermediation Agreement”) among DK Trading & Supply, LLC (“DKTS”), certain affiliates of DKTS, and Citigroup Energy Inc. (“Citi”)
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 9th, 2023 • Delek US Holdings, Inc. • Petroleum refining
This First Amendment to the Executive Employment Agreement (this “First Amendment”) is entered into on March 1, 2023 (the “First Amendment Effective Date”), by and between Delek US Holdings, Inc., a Delaware corporation (the “Company”), and Reuven Spiegel (“Executive”).
AMENDMENT NO. 1 TO TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • November 8th, 2019 • Delek US Holdings, Inc. • Petroleum refining
October 26, 2018 (this “Amendment”), by and among DELEK US HOLDINGS, INC., a Delaware corporation (the “Borrower”), each of the Guarantors, each of the Lenders, WELLS FARGO BANK, NATIONAL ASSOCIATION, as the New Lender (as defined below), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent (in such capacity, the “Agent”), to that certain Term Loan Credit Agreement, dated as of March 30, 2018, among the Borrower, the Agent, each Lender from time to time party thereto and the other agents party thereto (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement” and the Credit Agreement, as amended by this Amendment, the “Amended Credit Agreement”). Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement unless otherwise defined herein.
PLEDGE AND SECURITY AGREEMENT dated as of December 22, 2022, between CITIGROUP ENERGY INC. and DK TRADING & SUPPLY, LLCPledge and Security Agreement • December 29th, 2022 • Delek US Holdings, Inc. • Petroleum refining • New York
THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is made and entered into on December 22, 2022 and effective as of the Commencement Date (as defined in the Inventory Intermediation Agreement (defined below)), between Citigroup Energy Inc. (“Citi”), as secured party, and DK Trading & Supply, LLC (the “Company”), as grantor.
DK Trading & Supply, LLCIntermediation Agreement • November 8th, 2023 • Delek US Holdings, Inc. • Petroleum refining
Re: Inventory Intermediation Agreement dated as of December 22, 2022 (the “Intermediation Agreement”) among DK Trading & Supply, LLC (“DKTS”), certain affiliates of DKTS, and Citigroup Energy Inc. (“Citi”)
AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 28th, 2020 • Delek US Holdings, Inc. • Petroleum refining • New York
This AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of December 18, 2019, by and among (a) DELEK US HOLDINGS, INC., a Delaware corporation (“Delek US Holdings”), (b) the other Persons from time to time party to the Credit Agreement (as defined below) as Borrowers (together with Delek US Holdings, collectively, “Borrowers”), (c) the Required Lenders party to the Credit Agreement, (d) WELLS FARGO BANK, NATIONAL ASSOCIATION, BANK LEUMI USA, ISRAEL DISCOUNT BANK OF NEW YORK, FIFTH THIRD BANK, and BANK OF MONTREAL, each in its capacity as an Issuing Bank (each, a “Consenting Issuing Bank” and collectively, the “Consenting Issuing Banks”), (e) the Guarantors party to the Credit Agreement, and (f) WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, “Agent”). All terms used herein that are defined in the Credit Agreement and not otherwise defi
