FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 11th, 2006 • Delek US Holdings, Inc. • Retail-auto dealers & gasoline stations • New York
FIFTH AMENDMENT, dated as of June 14, 2006 (this “Amendment”) to the AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 28, 2005 (as amended by the First Amendment, dated as of August 18, 2005, the Second Amendment, dated as of October 11, 2005, the Third Amendment, dated as of December 15, 2005, the Fourth Amendment, dated as of April 18, 2006, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among MAPCO EXPRESS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), LEHMAN BROTHERS INC., as advisor, sole lead arranger and sole bookrunner (in such capacity, the “Arranger”), SUNTRUST BANK, as syndication agent (in such capacity, the “Syndication Agent”), BANK LEUMI USA, as co-administrative agent (in such capacity, the “Co-Administrative Agent”), and LEHMAN COMMERCIAL PAPER INC., as administrative agent (in
PURCHASE AND SALE AGREEMENT By and among PRIDE COMPANIES, L.P. (Pride Company) PRIDE REFINING, INC. (Pride Refining) PRIDE MARKETING LLC (Pride Marketing) and DELEK US HOLDINGS, INC. (Buyer) June 21, 2006Purchase and Sale Agreement • August 11th, 2006 • Delek US Holdings, Inc. • Retail-auto dealers & gasoline stations • Texas
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), is entered into effective the 21st day of June 2006, by and among Pride Companies, L.P., a Delaware limited partnership (“Pride Company”), Pride Refining, Inc., a Texas corporation (“Pride Refining”), Pride Marketing LLC, a Texas limited liability company (“Pride Marketing” and collectively with Pride Company and Pride Refining, “Sellers”), and Delek US Holdings, Inc., a Delaware corporation (“Buyer”). Sellers and Buyer are hereinafter sometimes referred to individually as a “Party” and collectively as the “Parties.”
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 11th, 2006 • Delek US Holdings, Inc. • Retail-auto dealers & gasoline stations
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “First Amendment”) is made and entered into as of July 31, 2006, by and among PRIDE COMPANIES, L.P., a Delaware limited partnership (“Pride Company”), PRIDE REFINING, INC., a Texas corporation (“Pride Refining”), PRIDE MARKETING LLC, a Texas limited liability company (“Pride Marketing,”), PRIDE PRODUCTS, a Texas general partnership (“Pride Products” and collectively with Pride Company, Pride Refining and Pride Marketing, “Sellers”), on the one hand, and DELEK US HOLDINGS, INC., a Delaware corporation (“Buyer”), and DELEK MARKETING & SUPPLY, LP, a Delaware limited partnership and assignee of Buyer’s rights under the Purchase Agreement (“Buyer Designee”). Sellers, Buyer and Buyer Designee are hereinafter sometimes referred to individually as a “Party” and collectively as the “Parties.”
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 11th, 2006 • Delek US Holdings, Inc. • Retail-auto dealers & gasoline stations
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into as of the 13th day of July, 2006 (the “Amendment Date”), by and between MAPCO EXPRESS, INC., a Delaware corporation (“Buyer”), FAST PETROLEUM, INC., WORTH L. THOMPSON, JR., JOHN E. THOMPSON, THOMPSON MANAGEMENT, INC., THOMPSON ACQUISITIONS, INC., THOMPSON INVESTMENT PROPERTIES, INC., WJET, INC., FAST FINANCIAL SERVICES, INC. AND TOP TIER ASSETS, LLC (collectively, “Seller”).
