0000950123-07-007429 Sample Contracts

CREDIT AGREEMENT among DELEK US HOLDINGS, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, LEHMAN COMMERCIAL PAPER INC., as Administrative Agent, LEHMAN BROTHERS INC., as Arranger and Joint Bookrunner and JPMORGAN CHASE BANK,...
Credit Agreement • May 15th, 2007 • Delek US Holdings, Inc. • Retail-auto dealers & gasoline stations • New York

CREDIT AGREEMENT, dated as of March 30, 2007, among DELEK US HOLDINGS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), LEHMAN COMMERCIAL PAPER INC., as administrative agent (in such capacity, the “Administrative Agent”), LEHMAN BROTHERS INC., as arranger (in such capacity, the “Arranger”) and joint bookrunner, and JPMorgan Chase Bank, N.A. as documentation agent (in such capacity, the “Documentation Agent”), arranger (in such capacity, the “Arranger”) and joint bookrunner.

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PURCHASE AND SALE AGREEMENT Between MAPCO EXPRESS, INC. AS BUYER CALFEE COMPANY OF DALTON, INC., FM LEASING, LP, FM LEASING I, LP, MF LEASING, LP, AC STORES, LP, COM-PAC PROPERTIES, LLC, COM-PAC PROPERTIES GROUP, LP AND FAVORITE ONE PROPERTIES, LP AS...
Purchase and Sale Agreement • May 15th, 2007 • Delek US Holdings, Inc. • Retail-auto dealers & gasoline stations • Tennessee

THIS PURCHASE AND SALE AGREEMENT (the “Agreement”) is made and entered into as of the 8th day of February, 2007 (the “Execution Date”), by CALFEE COMPANY OF DALTON, INC., FM LEASING, LP, FM LEASING I, LP, MF LEASING, LP, AC STORES, LP, COM-PAC PROPERTIES, LLC, COM-PAC PROPERTIES GROUP, LP and FAVORITE ONE PROPERTIES, LP, as sellers (collectively, the “Seller”), and MAPCO EXPRESS, INC., as buyer (the “Buyer”).

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • May 15th, 2007 • Delek US Holdings, Inc. • Retail-auto dealers & gasoline stations

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (the “Amendment”) is made and entered into as of the 2nd day of April, 2007 (the “Amendment Date”), by and between CALFEE COMPANY OF DALTON, INC., FM LEASING, LP, FM LEASING I, LP, MF LEASING, LP, AC STORES, LP, COM-PAC PROPERTIES, LLC, COM-PAC PROPERTIES GROUP, LP and FAVORITE ONE PROPERTIES, LP, as sellers (collectively, the “Seller”), and MAPCO EXPRESS, INC., as buyer (the “Buyer”).

SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • May 15th, 2007 • Delek US Holdings, Inc. • Retail-auto dealers & gasoline stations • New York

SEVENTH AMENDMENT, dated as of March 30, 2007 (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, the Fifth Amendment, dated as of June 14, 2006, the Sixth Amendment, dated as of July 13, 2006, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”; unless otherwise noted herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in 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 “A

Delek Marketing & Supply, LP First Amendment To Credit Agreement
Credit Agreement • May 15th, 2007 • Delek US Holdings, Inc. • Retail-auto dealers & gasoline stations • New York

This First Amendment to Credit Agreement (herein, the “Amendment”) is entered into as of January ___, 2007, by and among Delek Marketing & Supply, LP, a Delaware limited partnership (the “Borrower”) and Fifth Third Bank, an Ohio banking corporation, as Lender, Administrative Agent, and L/C Issuer.

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