0000950123-09-004299 Sample Contracts

CONSENT AND NINTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 9th, 2009 • Delek US Holdings, Inc. • Retail-auto dealers & gasoline stations • New York

This CONSENT AND NINTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 28, 2009 (this “Amendment”), by and among MAPCO EXPRESS, INC., a Delaware corporation (the “Borrower”) and the Lenders (as defined herein) party hereto.

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FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 9th, 2009 • Delek US Holdings, Inc. • Retail-auto dealers & gasoline stations • Georgia

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made and entered into as of December 15, 2008 (provided, that the provisions of Section 4 shall be effective as of the date provided therein), by and among DELEK REFINING, LTD. (individually and, in its capacity as the representative of the other Borrowers pursuant to Section 2.27 of the Credit Agreement (as hereafter defined), “Delek Refining”), a Texas limited partnership; and DELEK PIPELINE TEXAS, INC. (“Delek Pipeline”), a Texas corporation; (Delek Refining and Delek Pipeline being referred to jointly as the “Borrowers,” and individually as a “Borrower”); various financial institutions (“Lenders”); SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”), as swingline lender (the “Swingline Lender”), and in its capacity as collateral agent for the Lenders (the “Collateral Agent”; the Administrative Agent and Coll

February 13, 2009
Delek US Holdings, Inc. • March 9th, 2009 • Retail-auto dealers & gasoline stations • Georgia

Re: Second Amended and Restated Credit Agreement dated October 13, 2006, as amended December 15, 2008 and January 30, 2009 (as at any time amended, restated, supplemented or otherwise modified, the “Credit Agreement”), among DELEK REFINING, LTD., a Texas limited partnership (“Delek Refining”); DELEK PIPELINE TEXAS, INC., a Texas corporation (“Delek Pipeline”; together with Delek Refining, collectively, “Borrowers”, and each individually, a “Borrower”), the various financial institutions from time to time party thereto as “Lenders” (collectively, “Lenders”), SUNTRUST BANK, in its capacity as collateral and administrative agent for Lenders (together with its successors in such capacity, “Agent”) and in such other capacities as set forth therein, and the other parties named therein.

FIFTH AMENDMENT
Delek US Holdings, Inc. • March 9th, 2009 • Retail-auto dealers & gasoline stations

FIFTH AMENDMENT, dated as of December 29, 2008 (this “Amendment”), to the Credit Agreement, dated as of March 30, 2007 (as heretofore amended, supplemented or otherwise modified, the “Credit Agreement”), among DELEK US HOLDINGS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), LEHMAN COMMERCIAL PAPER INC., as administrative agent (the “Administrative Agent”), LEHMAN BROTHERS INC., as arranger and joint bookrunner, and JPMorgan Chase Bank, N.A. as documentation agent.

FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 9th, 2009 • Delek US Holdings, Inc. • Retail-auto dealers & gasoline stations • Georgia

THIS FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made and entered into as of February 18, 2009 (provided, that the provisions of Section 5 shall be effective as of the date provided therein), by and among DELEK REFINING, LTD. (individually and, in its capacity as the representative of the other Borrowers pursuant to Section 2.27 of the Credit Agreement (as hereafter defined), “Delek Refining”), a Texas limited partnership; and DELEK PIPELINE TEXAS, INC. (“Delek Pipeline”), a Texas corporation; (Delek Refining and Delek Pipeline being referred to jointly as the “Borrowers,” and individually as a “Borrower”); various financial institutions (“Lenders”); SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”), as swingline lender (the “Swingline Lender”), and in its capacity as collateral agent for the Lenders (the “Collateral Agent”; the Administrative Agent and Col

Delek Marketing & Supply, LP First Amendment To Amended and Restated Credit Agreement
Credit Agreement • March 9th, 2009 • Delek US Holdings, Inc. • Retail-auto dealers & gasoline stations • New York

This First Amendment to Amended and Restated Credit Agreement (herein, this “Amendment”) is entered into as of October 17, 2008, by and among Delek Marketing & Supply, LP, a Delaware limited partnership (the “Borrower”), the Required Lenders party hereto and Fifth Third Bank, an Ohio banking corporation, as Administrative Agent and L/C Issuer.

AMENDED AND RESTATED TERM LOAN NOTE
Term Loan Note • March 9th, 2009 • Delek US Holdings, Inc. • Retail-auto dealers & gasoline stations • New York

FOR VALUE RECEIVED, Delek Finance, Inc. (hereinafter the “Borrower”) HEREBY PROMISE TO PAY to the order of ISRAEL DISCOUNT BANK OF NEW YORK, its successors and assigns (hereinafter the “Bank”), the principal amount of THIRTY MILLION DOLLARS ($30,000,000.00), in lawful money of the United States (the “Loan”), or if less, the unpaid principal balance of the Loan as follows:

January 30, 2009
Delek US Holdings, Inc. • March 9th, 2009 • Retail-auto dealers & gasoline stations • Georgia

Re: Second Amended and Restated Credit Agreement dated October 13, 2006 (as at any time amended, restated, supplemented or otherwise modified, the “Credit Agreement”), among DELEK REFINING, LTD., a Texas limited partnership (“Delek Refining”); DELEK PIPELINE TEXAS, INC., a Texas corporation (“Delek Pipeline”; together with Delek Refining, collectively, “Borrowers”, and each individually, a “Borrower”), the various financial institutions from time to time party thereto as “Lenders” (collectively, “Lenders”), SUNTRUST BANK, in its capacity as collateral and administrative agent for Lenders (together with its successors in such capacity, “Agent”) and in such other capacities as set forth therein, and the other parties named therein.

EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 9th, 2009 • Delek US Holdings, Inc. • Retail-auto dealers & gasoline stations • New York

This EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 3, 2008 (this “Amendment”), by and among MAPCO EXPRESS, INC., a Delaware corporation (the “Borrower”) and the Lenders (as defined herein) party hereto.

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