Fourth Amendment to Fourth Amended and Restated Credit Agreement

EXECUTION VERSION

Exhibit 1.01

Fourth Amendment to
Fourth Amended and Restated Credit Agreement

This Fourth Amendment to Fourth Amended and Restated Credit Agreement (herein, this “Agreement”) is entered into as of March 29, 2024, 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 Xxxxx, LLC, a Texas limited liability company (“Delek Big Xxxxx”), 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”), Paline Pipeline Company, LLC, a Texas limited liability company (“Paline”), DKL Transportation, LLC, a Delaware limited liability company (“DKL Transportation”), DKL Rio, LLC, a Delaware limited liability company (“DKL Rio”), DKL Caddo, LLC, a Delaware limited liability company (“DKL Caddo”), Delek Logistics Finance Corp., a Delaware corporation (“Delek Finance”), DKL Big Spring, LLC, a Delaware limited liability company (“DKL Big Spring”) (the MLP, Delek Operating, Delek Marketing GP, Delek Marketing, Delek Crude, Delek Big Sandy, Magnolia, El Dorado, SALA Gathering, Paline, DKL Transportation, DKL Rio, DKL Caddo, Delek Finance, and DKL Big Spring are each individually referred to herein as a “Borrower” and are collectively referred to herein as the “Borrowers”), the Guarantors party hereto, the Additional Lender (as hereinafter defined) and Fifth Third Bank, National Association, as Administrative Agent (the “Administrative Agent”) and L/C Issuer.

Recitals:

A.    The Borrowers, the Guarantors, the Lenders party thereto, the Administrative Agent, Bank of America, N.A., PNC Bank Capital Markets LLC, MUFG Bank, Ltd., Xxxxx Fargo Bank, N.A., Citizens Bank, N.A. and Royal Bank of Canada, as Co-Syndication Agents, and Barclays Bank PLC, U.S. Bank National Association, Regions Bank, and Truist Bank, as Co-Documentation Agents, are party to a Fourth Amended and Restated Credit Agreement dated as of October 13, 2022 (as such agreement may be amended, modified, restated, or supplemented from time to time, the “Credit Agreement”).

B.    The Borrowers have requested that the Revolving Credit Commitments be increased by an aggregate amount equal to One Hundred Million U.S. Dollars ($100,000,000) (the “Additional Commitments”) pursuant to and on the terms set forth in Section 2.2(b) of the Credit Agreement. Subject to the terms and conditions set forth below, Mizuho Bank, Ltd. (the “Additional Lender”) has agreed to become a Lender under the Credit Agreement and to provide Revolving Credit Commitments as set forth on Annex I attached hereto.

C.    In order to evidence the Additional Commitments, the Borrowers, the Additional Lender, and the Administrative Agent desire to amend certain provisions of the Credit Agreement.

Now, Therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.Defined Terms; Effective Date. This Agreement shall constitute a Loan Document, and the Recitals shall be construed as part of this Agreement. Each capitalized term used but not otherwise defined herein, including capitalized terms used in the introductory paragraph hereof and

the Recitals, has the meaning assigned to it in the Credit Agreement. Without limiting the foregoing, “Effective Date” means March 29, 2024.

Section 2.Additional Commitments; Additional Xxxxxx Xxxxxxx.

(a)The Borrowers acknowledge and agree that they have requested the Additional Commitments from the Additional Lender pursuant to and on the terms set forth in Section 2.2(b) of the Credit Agreement and that on the Effective Date the Revolving Credit Commitments shall be increased by the Additional Commitments.

(b)The Additional Lender agrees to become a Lender and to be bound by the terms of the Credit Agreement.

(c)The Additional Lender: (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of any financial statements delivered pursuant to Section 6.1 of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under or in connection with any of the Loan Documents; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Loan Documents are required to be performed by it as a Lender.

(d)Upon execution and delivery of this Agreement, as of the Effective Date, the Additional Lender shall (i) be a party to the Credit Agreement and the other Loan Documents and have the rights and obligations of a Lender thereunder and (ii) have a Revolving Credit Commitment as specified on Annex I hereto.

Section 3.Amendments to Credit Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 4 hereof, the Credit Agreement shall be, and hereby is, amended as follows:

(a)The following defined terms in Section 1.1 of the Credit Agreement are hereby amended and restated as follows:

“L/C Sublimit” means, as of the Fourth Amendment Effective Date, $146,944,444.45, as the same may be reduced or increased at any time or from time to time pursuant to the terms hereof.

“Revolving Credit Commitment” means, as to any Lender, the obligation of such Lender to make Revolving Loans and to participate in Swing Loans and Letters of Credit issued for the account of the Borrowers hereunder in an aggregate principal or face amount at any one time outstanding not to exceed the amount set forth opposite such Xxxxxx’s name on Schedule 1, as the same may be reduced, increased or otherwise modified at any time or from time to time pursuant to the terms hereof. The Borrowers and the Lenders acknowledge and

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agree that the Revolving Credit Commitments of the Lenders aggregate $1,150,000,000 as of the Fourth Amendment Effective Date.

“Swing Line Sublimit” means, as of the Fourth Amendment Effective Date, $31,944,444.45, as the same may be reduced or increased at any time or from time to time pursuant to the terms hereof.

(b)Section 1.1 of the Credit Agreement is hereby amended by inserting the following new definitions in the appropriate alphabetical order therein:

“Fourth Amendment” means the Fourth Amendment to Fourth Amended and Restated Credit Agreement dated as of March 29, 2024, among the Borrowers, the Lenders party thereto and the Administrative Agent.

“Fourth Amendment Effective Date” means March 29, 2024.

(c)Schedule 1 of the Credit Agreement is hereby replaced in its entirety with the Schedule 1 attached hereto as Xxxxx X.

Section 4.Conditions Precedent. This Agreement shall become effective as of the Effective Date upon satisfaction of all of the conditions set forth in this Section 4 to the satisfaction of Administrative Agent:

(a)The Administrative Agent shall have received this Agreement executed and delivered by each of the Borrowers and by the Additional Lender.

(b)No Default or Event of Default shall exist as of the Effective Date.

(c)The Administrative Agent shall have received a certificate from an officer of the Borrowers certifying as to (i) no Default or Event of Default existing at the time of the request for the Additional Commitments or on the Effective Date, including with respect to the covenants contained in Section 6.20 of the Credit Agreement as reflected in the officer’s certificate required and most recently delivered pursuant to Section 6.1(c) of the Credit Agreement and, on a pro forma basis, and (ii) all representations and warranties contained in Section 5 of the Credit Agreement being true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) on the date of the request for the Additional Commitments or on the Effective Date, except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of such earlier date.

Section 5.Acknowledgement of Liens. Each Borrower hereby acknowledges, confirms and agrees that the Administrative Agent has a valid, enforceable and perfected lien upon and first-priority security interest in (subject only to Permitted Liens) the Collateral granted to the Administrative Agent pursuant to the Loan Documents, and nothing herein contained shall in any manner affect or impair the priority of the Liens created and provided for thereby as to the indebtedness, obligations and liabilities which would be secured thereby prior to giving effect to this Agreement.

Section 6.Representations and Warranties of Borrowers. To induce the Additional Lender to enter into this Agreement, each Borrower hereby represents and warrants to the Administrative Agent,

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the Lenders and the L/C Issuers that, as of the Effective Date: (a) immediately after giving effect to this Agreement, no representation or warranty of such Borrower in any Loan Document, including this Agreement, shall be untrue or incorrect (or, in the case of any representation or warranty not qualified as to materiality, untrue and incorrect in any material respect) as of the Effective Date, except to the extent that such representation or warranty expressly relates to an earlier date, in which case they are true and correct (or, in the case of any representation or warranty not qualified as to materiality, true and correct in all material respects) as of such earlier date, (b) no Default or Event of Default exists and is continuing, or would result herefrom, and (c) such Borrower has the power and authority to execute, deliver and perform this Agreement and has taken all necessary action to authorize its execution, delivery and performance of this Agreement.

Section 7.Affirmation of Guarantors. Each Guarantor hereby confirms that, after giving effect to this Agreement, each Loan Document to which such Guarantor is a party continues in full force and effect and is the legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability). The Guarantors acknowledge and agree that (a) nothing in the Credit Agreement, this Agreement or any other Loan Document shall be deemed to require the consent of the Guarantors to any future waiver, consent or amendment to the Credit Agreement, and (b) the Lenders are relying on the assurances provided herein in entering into this Agreement and maintaining credit outstanding to the Borrowers.

Section 8.Miscellaneous.

(a)Successors and Assigns. This Agreement shall be binding on and shall inure to the benefit of the Borrowers, the Administrative Agent, the Lenders and the L/C Issuers, and their respective successors and assigns. The terms and provisions of this Agreement are for the purpose of defining the relative rights and obligations of the Borrowers, the Administrative Agent, the Lenders and the L/C Issuers with respect to the transactions contemplated hereby and there shall be no third-party beneficiaries of any of the terms and provisions of this Agreement.

(b)Entire Agreement. This Agreement, including all schedules and other documents attached hereto or incorporated by reference herein or delivered in connection herewith, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all other understandings, oral or written, with respect to the subject matter hereof. Except as specifically consented to by the Additional Lender hereby, all of the terms and conditions set forth in the Credit Agreement shall stand and remain unchanged and in full force and effect.

(c)Fees and Expenses. The Borrowers agree to pay promptly following demand all reasonable costs and out-of-pocket expenses (including attorneys’ fees and expenses) incurred by the Administrative Agent in connection with the preparation, execution and delivery of this Agreement and the other documents being executed and delivered in connection herewith and the transactions contemplated hereby.

(d)Headings. Section and sub-section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

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(e)Severability. Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

(f)Conflict of Terms. Except as otherwise provided in this Agreement, if any provision contained in this Agreement is in conflict with, or inconsistent with, any provision in any of the Loan Documents, the provision contained in this Agreement shall govern and control.

(g)Counterparts. This Agreement may be executed in any number of separate counterparts, each of which shall collectively and separately constitute one agreement. Delivery of an executed signature page to this Agreement by facsimile transmission or by e-mail transmission of a portable document format file (also known as a “PDF” file) shall be effective as delivery of a manually executed counterpart hereof.

(h)Governing Law; Waiver of Jury Trial. The provisions contained in Sections 10.14 (Governing Law; Jurisdiction; Etc.) and 10.20 (Waiver of Jury Trial) of the Credit Agreement are incorporated herein by reference to the same extent as if reproduced herein in their entirety, except with reference to this Agreement rather than the Credit Agreement.

[Signature Pages to Follow]

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In Witness Whereof, the parties hereto have caused their duly authorized officers to execute and deliver this Agreement as of the date first set forth above.

“Borrowers”

DELEK LOGISTICS PARTNERS, LP

By:    Delek Logistics GP, LLC,

    its General Partner

By:    /s/ Xxxxxx Xxxxxx

    Name:     Xxxxxx Xxxxxx

Title:    Senior Vice President and Chief Accounting Officer

By:    /s/ Xxxxx Xxxxxx

    Name:     Xxxxx Xxxxxx

Title:    Senior Vice President

[Signature Page to Fourth Amendment to Fourth Amended and Restated Credit Agreement]

DELEK MARKETING & SUPPLY, LP

    By: Delek Marketing GP, LLC, its General          Partner

DELEK LOGISTICS OPERATING, LLC

DELEK MARKETING GP, LLC

DELEK CRUDE LOGISTICS, LLC

DELEK MARKETING-BIG XXXXX, LLC

PALINE PIPELINE COMPANY, LLC

MAGNOLIA PIPELINE COMPANY, LLC

SALA GATHERING SYSTEMS, LLC

EL DORADO PIPELINE COMPANY, LLC

DKL TRANSPORTATION, LLC

DKL CADDO, LLC

DKL RIO, LLC

DKL BIG SPRING, LLC

DELEK LOGISTICS FINANCE CORP.

By:    /s/ Xxxxxx Xxxxxx

    Name:     Xxxxxx Xxxxxx

Title:     Senior Vice President and Chief Accounting Officer

By:    /s/ Xxxxx Xxxxxx

    Name:     Xxxxx Xxxxxx

    Title:     Senior Vice President

[Signature Page to Fourth Amendment to Fourth Amended and Restated Credit Agreement]

“GUARANTORS”

DKL PERMIAN GATHERING, LLC

DKL PIPELINE, LLC

DKL DELAWARE GATHERING, LLC

DKL DELAWARE HOLDING – NM, LLC

DKL DELAWARE OPERATING – NM, LLC

DKL DELAWARE MARKETING, LLC

DKL ENERGY – COTTONWOOD, LLC

DKL ENERGY – XXXXX, LLC

DKL FIELD SERVICES, LLC

DKL G&P SOLUTIONS, LLC

DKL HAT MESA II – NM, LLC

DKL NEPTUNE RECYCLING, LLC

By:    /s/ Xxxxxx Xxxxxx

    Name:     Xxxxxx Xxxxxx

Title:     Senior Vice President and Chief Accounting Officer

By:    /s/ Xxxxx Xxxxxx

    Name:     Xxxxx Xxxxxx

    Title:     Senior Vice President    

[Signature Page to Fourth Amendment to Fourth Amended and Restated Credit Agreement]

“Administrative Agent”

Fifth Third Bank, National Association, as Administrative Agent

By:    /s/ Xxxxxxxx X. Xxx
Name: Xxxxxxxx X. Xxx
Title: Managing Director

[Signature Page to Fourth Amendment to Fourth Amended and Restated Credit Agreement]

“L/C Issuer”

Fifth Third Bank, National Association, as L/C Issuer

By:    /s/ Xxxxxxxx X. Xxx
Name: Xxxxxxxx X. Xxx
Title: Managing Director

[Signature Page to Fourth Amendment to Fourth Amended and Restated Credit Agreement]

“Additional Lender”

Mizuho Bank, Ltd., as Additional Lender

By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Executive Director

[Signature Page to Fourth Amendment to Fourth Amended and Restated Credit Agreement]

ANNEX I

Schedule 1

Revolving Credit Commitments

Name of Lender			Revolving Credit Commitment ($)
Fifth Third Bank, National Association			$107,821,413.58
Bank of America, N.A.			$107,821,411.57
MUFG Bank, Ltd.			$107,821,411.57
Xxxxx Fargo Bank, N.A.			$107,821,411.57
Mizuho Bank, Ltd.			$100,000,000.00
Citizens Bank, N.A.			$88,071,428.57
Royal Bank of Canada			$78,071,428.57
PNC Bank, National Association			$78,071,428.57
Barclays Bank PLC			$63,583,400.00
Truist Bank			$63,083,333.00
U.S. Bank National Association			$54,500,000.00
Regions Bank			$50,000,000.00
Bank Hapoalim B.M.			$30,000,000.00
First Horizon Bank			$30,000,000.00
Trustmark National Bank			$23,333,333.00
Israel Discount Bank of New York			$20,000,000.00
Xxxxxxx Xxxxx Bank			$20,000,000.00
HSBC Bank USA, N.A.			$20,000,000.00
Total:			$1,150,000,000.00