0000950123-08-002425 Sample Contracts

Amended and Restated Credit Agreement Among Delek Marketing & Supply, LP, as Borrower, Various Lenders From Time to Time Party Hereto and Fifth Third Bank, an Ohio banking corporation, as Administrative Agent and L/C Issuer Dated as of December 19,...
Credit Agreement • March 3rd, 2008 • Delek US Holdings, Inc. • Retail-auto dealers & gasoline stations • New York

This Amended and Restated Credit Agreement is entered into as of December 19, 2007, by and among Delek Marketing & Supply, LP, a Delaware limited partnership (the “Borrower”), the various institutions from time to time party to this Agreement, as Lenders, and Fifth Third Bank, an Ohio banking corporation, as Administrative Agent and L/C Issuer.

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* *] CONFIDENTIAL TREATMENT DISTRIBUTION SERVICE AGREEMENT
Distribution Service Agreement • March 3rd, 2008 • Delek US Holdings, Inc. • Retail-auto dealers & gasoline stations • Tennessee

This Distribution Service Agreement (the “AGREEMENT”) is made and entered into on December 28, 2007 with an effective date of December 31, 2007 (the “Effective Date”), by and between MAPCO Express, Inc., a Delaware corporation (hereinafter referred to as “MAPCO”) and Core-Mark International, Inc., a Delaware corporation (hereinafter referred to as “Core-Mark”)

SECOND AMENDMENT
Second Amendment • March 3rd, 2008 • Delek US Holdings, Inc. • Retail-auto dealers & gasoline stations

SECOND AMENDMENT, dated as of October 17, 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.

THIRD AMENDMENT
Third Amendment • March 3rd, 2008 • Delek US Holdings, Inc. • Retail-auto dealers & gasoline stations

THIRD AMENDMENT, dated as of December 4, 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.

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • March 3rd, 2008 • Delek US Holdings, Inc. • Retail-auto dealers & gasoline stations • Delaware

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into this 9th day of October 2007 (the “Execution Date”) by and among TRANSMONTAIGNE INC., a Delaware corporation (“Assignor”), MORGAN STANLEY CAPITAL GROUP INC., a Delaware corporation (“Assignee”), and DELEK US HOLDINGS, INC., a Delaware corporation (“Delek”) (each of the foregoing referred to herein individually as a “Party” or collectively as the “Parties”).

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