FIRST AMENDMENT TO THIRD AMENDED AND RESTATED OMNIBUS AGREEMENT

Exhibit 10.5

FIRST AMENDMENT

TO

THIRD AMENDED AND RESTATED OMNIBUS AGREEMENT

This First Amendment (this “Amendment”) to the Third Amended And Restated Omnibus Agreement (the “Omnibus Agreement”) is entered into on August 3, 2015, and effective as of, April 1, 2015 (the “Effective Date”), and is by and among Delek US Holdings, Inc., a Delaware corporation, on behalf of itself and the other Delek Entities (as defined in the Omnibus Agreement), Delek Refining, Ltd., a Texas Limited Partnership, Lion Oil Company, an Arkansas corporation, Delek Logistics Partners, LP, a Delaware limited partnership, Paline Pipeline Company, LLC, a Texas limited liability company, SALA Gathering Systems, LLC, a Texas limited liability company, Magnolia Pipeline Company, LLC, a Delaware limited liability company, El Dorado Pipeline Company, LLC, a Delaware limited liability company, Delek Crude Logistics, LLC, a Texas limited liability company, Delek Marketing-Big Xxxxx, LLC, a Texas limited liability company, Delek Marketing & Supply, LP, a Delaware limited partnership, DKL Transportation, LLC, a Delaware limited liability company, Delek Logistics Operating, LLC, a Delaware limited liability company, and Delek Logistics GP, LLC, a Delaware limited liability company. The above-named entities are sometimes referred to in this Amendment each as a “Party” and collectively as the “Parties.”  Capitalized terms used but not defined herein shall have the meaning given thereto in the Omnibus Agreement.

RECITALS

A.      The Parties entered into the Omnibus Agreement on, and effective as of March 31, 2015.

B.    The Parties desire to amend Section 5.1(b) of the Omnibus Agreement to remove the threshold of $1,000,000 for expenses required to be reimbursed by the Delek Entities if incurred by the Partnership Group for the clean up or repair of any condition caused by the failure of any Asset prior to November 7, 2017.

FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledge, the Parties hereby agree as follows:

1.Omnibus Agreement Amendment.

(a) Section 5.1(b) of the Omnibus Agreement is hereby amended and restated in its entirety to read as follows:

“(b) expenses (including any fines and penalties) (net of insurance recoveries, if any) incurred by the Partnership Group for the clean up or repair of any condition caused by the failure of any Asset prior to November 7, 2017; provided, however, that the Delek Entities shall not be required to reimburse the Partnership Group for any expenses in excess of $20,000,000 per event;”

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2. Acknowledgement. Except as amended hereby, the Omnibus Agreement shall remain in full force and effect as previously executed, and the Parties hereby ratify the Omnibus Agreement as amended hereby. If a conflict between this Amendment and the Omnibus Agreement exists, the terms of this Amendment shall control.

3. Choice of Law. This Amendment shall be subject to and governed by the laws of the State of Texas, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Amendment to the laws of another state.

4. Counterparts. This Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties hereto and delivered (including by facsimile) to the other Parties.

5. Severability. If any provision of this Amendment shall be held invalid or unenforceable by a court or regulatory body of competent jurisdiction, the remainder of this Amendment shall remain in full force and effect.

[Signature page follows.]

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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first set forth above.

DELEK US HOLDINGS, INC.
By: /s/ Avigal Soreq    
Name: Avigal Soreq
Title: Vice President

By: /s/ Xxxx X. Xxxxxx    
Name: Xxxx X. Xxxxxx
Title: General Counsel

DELEK REFINING, LTD.
By: DELEK U.S. REFINING G.P., LLC,      its general partner
By: /s/ Avigal Soreq    
Name: Avigal Soreq
Title: Vice President

By: /s/ Xxxx X. Xxxxxx    
Name: Xxxx X. Xxxxxx
Title: General Counsel

LION OIL COMPANY
By: /s/ Avigal Soreq    
Name: Avigal Soreq
Title: Vice President

By: /s/ Xxxx X. Xxxxxx    
Name: Xxxx X. Xxxxxx
Title: General Counsel

Signature Page

First Amendment to Third Amended and Restated Omnibus Agreement

DELEK LOGISTICS PARTNERS, LP
By:    Delek Logistics GP, LLC,     its general partner
By: /s/ Xxxxx Xxxxxxxx    
Name: Xxxxx Xxxxxxxx
Title: Executive Vice President

By: /s/ H. Xxxx Daily    
Name: H. Xxxx Daily
Title: Executive Vice President

PALINE PIPELINE COMPANY, LLC
By: /s/ Xxxxx Xxxxxxxx    
Name: Xxxxx Xxxxxxxx
Title: Executive Vice President

By: /s/ H. Xxxx Daily    
Name: H. Xxxx Daily
Title: Executive Vice President

SALA GATHERING SYSTEMS, LLC
By: /s/ Xxxxx Xxxxxxxx    
Name: Xxxxx Xxxxxxxx
Title: Executive Vice President

By: /s/ H. Xxxx Daily    
Name: H. Xxxx Daily
Title: Executive Vice President

Signature Page

First Amendment to Third Amended and Restated Omnibus Agreement

MAGNOLIA PIPELINE COMPANY, LLC
By: /s/ Xxxxx Xxxxxxxx    
Name: Xxxxx Xxxxxxxx
Title: Executive Vice President

By: /s/ H. Xxxx Daily    
Name: H. Xxxx Daily
Title: Executive Vice President

EL DORADO PIPELINE COMPANY, LLC
By: /s/ Xxxxx Xxxxxxxx    
Name: Xxxxx Xxxxxxxx
Title: Executive Vice President

By: /s/ H. Xxxx Daily    
Name: H. Xxxx Daily
Title: Executive Vice President

DELEK CRUDE LOGISTICS, LLC
By: /s/ Xxxxx Xxxxxxxx    
Name: Xxxxx Xxxxxxxx
Title: Executive Vice President

By: /s/ H. Xxxx Daily    
Name: H. Xxxx Daily
Title: Executive Vice President

Signature Page

First Amendment to Third Amended and Restated Omnibus Agreement

DELEK MARKETING-BIG XXXXX, LLC
By: /s/ Xxxxx Xxxxxxxx    
Name: Xxxxx Xxxxxxxx
Title: Executive Vice President

By: /s/ H. Xxxx Daily    
Name: H. Xxxx Daily
Title: Executive Vice President

DELEK MARKETING & SUPPLY, LP
By:    Delek Marketing GP, LLC,     its general partner
By: /s/ Xxxxx Xxxxxxxx    
Name: Xxxxx Xxxxxxxx
Title: Executive Vice President

By: /s/ H. Xxxx Daily    
Name: H. Xxxx Daily
Title: Executive Vice President

DKL TRANSPORTATION, LLC
By: /s/ Xxxxx Xxxxxxxx    
Name: Xxxxx Xxxxxxxx
Title: Executive Vice President

By: /s/ H. Xxxx Daily    
Name: H. Xxxx Daily
Title: Executive Vice President

Signature Page

First Amendment to Third Amended and Restated Omnibus Agreement

DELEK LOGISTICS OPERATING, LLC
By: /s/ Xxxxx Xxxxxxxx    
Name: Xxxxx Xxxxxxxx
Title: Executive Vice President

By: /s/ H. Xxxx Daily    
Name: H. Xxxx Daily
Title: Executive Vice President

DELEK LOGISTICS GP, LLC
By: /s/ Xxxxx Xxxxxxxx    
Name: Xxxxx Xxxxxxxx
Title: Executive Vice President

By: /s/ H. Xxxx Daily    
Name: H. Xxxx Daily
Title: Executive Vice President

Signature Page

First Amendment to Third Amended and Restated Omnibus Agreement