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:
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.
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.”
CREDIT AGREEMENT Among DELEK LOGISTICS PARTNERS, LP, a Delaware limited partnership, as a Borrower, EACH OF THE OTHER BORROWERS PARTY HERETO, THE GUARANTORS FROM TIME TO TIME PARTY HERETO, VARIOUS LENDERS AND L/C ISSUERS FROM TIME TO TIME PARTY...Credit Agreement • November 7th, 2012 • Delek Logistics Partners, LP • Pipe lines (no natural gas) • New York
This Credit Agreement is entered into as of November 7, 2012, 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 Marketing, Delek Crude, Delek Big Sandy, Mag
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
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”).
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”).
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”).
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT By and Among DELEK LOGISTICS PARTNERS, LP, DELEK LOGISTICS GP, LLC, DELEK LOGISTICS OPERATING, LLC, DELEK CRUDE LOGISTICS, LLC, DELEK US HOLDINGS, INC., DELEK MARKETING & SUPPLY, LLC, DELEK MARKETING &...Conveyance and Assumption • November 7th, 2012 • Delek Logistics Partners, LP • Pipe lines (no natural gas)
This Contribution, Conveyance and Assumption Agreement, dated as of November 7, 2012 (this “Agreement”), is by and among Delek Logistics Partners, LP, a Delaware limited partnership (the “Partnership”), Delek Logistics GP, LLC, a Delaware limited liability company (the “General Partner”), Delek Logistics Operating, LLC, a Delaware limited liability company (“OLLC”), Delek Crude Logistics, LLC, a Texas limited liability company (“Crude Logistics”), Delek US Holdings, Inc., a Delaware corporation (“Delek US”), Delek Marketing & Supply, LLC, a Delaware limited liability company (“Marketing LLC”), Delek Marketing & Supply, LP, a Delaware limited partnership (“Marketing LP”), Lion Oil Company, an Arkansas corporation (“Lion Oil”), and Delek Logistics Services Company, a Delaware corporation (“Services Company”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings assig
DELEK LOGISTICS PARTNERS, LP 8,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTFinancing Agreement • November 7th, 2012 • Delek Logistics Partners, LP • Pipe lines (no natural gas) • New York
The undersigned, a unitholder, an officer and/or director of Delek Logistics Partners, LP, a Delaware limited partnership (the “Partnership”), understands that Merrill Lynch, Pierce, Fenner & Smith Incorporated and Barclays Capital Inc. (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Partnership providing for the public offering of common units representing limited partnership interests of the Partnership (the “Common Units”). In recognition of the benefit that such an offering will confer upon the undersigned as a unitholder, an officer and/or director of the Partnership, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180 days from the date of the Underwriting Agreement (subject to e
MARKETING AGREEMENTMarketing Agreement • November 7th, 2012 • Delek Logistics Partners, LP • Pipe lines (no natural gas)
This Marketing Agreement is made and entered into as of November 7, 2012 (this “Agreement”), 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 sometimes referred to individually as a “Party” and collectively as the “Parties.”
FIRST AMENDMENT TO FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DELEK LOGISTICS GP, LLCLimited Liability Company Agreement • November 7th, 2012 • Delek Logistics Partners, LP • Pipe lines (no natural gas) • Delaware
THIS FIRST AMENDMENT (this “Amendment”) to the First Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”) of Delek Logistics GP, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of November 7, 2012, by Delek US Holdings, Inc., a Delaware corporation (“Delek US”), as the sole member of the Company (the “Member”). Capitalized terms used in this Amendment and not otherwise defined shall have the meanings given such terms in the LLC Agreement.
