0000950123-07-015252 Sample Contracts

AMENDMENT NO. 5 TO EMPLOYMENT AGREEMENT
Employment Agreement • November 9th, 2007 • Delek US Holdings, Inc. • Retail-auto dealers & gasoline stations

This Amendment No. 5 (this “Amendment”) to the Employment Agreement, by and among MAPCO Express, Inc., (“Employer”), Delek US Holdings, Inc. (“Delek US”) and Uzi Yemin (“Employee”), entered into and effective as of May 1, 2004, and amended effective as of September 15, 2005, February 1, 2006, April 17, 2006 and November 13, 2006 (the “Employment Agreement”), is dated as of July 23, 2007.

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Delek Marketing & Supply, LP Second Amendment To Credit Agreement
Credit Agreement • November 9th, 2007 • Delek US Holdings, Inc. • Retail-auto dealers & gasoline stations • New York

This Second Amendment to Credit Agreement (herein, the “Amendment”) is entered into as of July 27, 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.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 9th, 2007 • Delek US Holdings, Inc. • Retail-auto dealers & gasoline stations • Delaware

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into effective as of August 22, 2007, by and between DELEK US HOLDINGS, INC., a Delaware corporation (the “Company”), and TRANSMONTAIGNE INC. a Delaware corporation (“TransMontaigne”).

FIRST AMENDMENT
First Amendment • November 9th, 2007 • Delek US Holdings, Inc. • Retail-auto dealers & gasoline stations

FIRST AMENDMENT, dated as of August 20, 2007 (this “Amendment”), to the Credit Agreement, dated as of March 30, 2007 (as heretofore amended, supplemented or otherwise modified, the “Credit Agreement”), among DELEK US HOLDINGS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), LEHMAN COMMERCIAL PAPER INC., as administrative agent (the “Administrative Agent”), LEHMAN BROTHERS INC., as arranger and joint bookrunner, and JPMorgan Chase Bank, N.A. as documentation agent.

STOCK PURCHASE AGREEMENT By and Between TRANSMONTAIGNE INC. (Seller) and DELEK US HOLDINGS, INC. (Buyer) The Purchase of A Minority Equity Interest In Lion Oil Company JULY 12, 2007
Stock Purchase Agreement • November 9th, 2007 • Delek US Holdings, Inc. • Retail-auto dealers & gasoline stations • Delaware

THIS STOCK PURCHASE AGREEMENT dated as of July 12, 2007 (this “Agreement”), is by and between TRANSMONTAIGNE INC., a Delaware corporation (“Seller”), and DELEK US HOLDINGS, INC., a Delaware corporation (“Buyer”). Each of Seller and Buyer may be referred to herein individually as a “Party,” and collectively as the “Parties.”

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