MASTER SUPPLY AND OFFTAKE AGREEMENT dated as of April 29, 2011 among J. ARON & COMPANY, LION OIL COMPANY and LION OIL TRADING & TRANSPORTATION, INC.Master Supply and Offtake Agreement • August 5th, 2011 • Delek US Holdings, Inc. • Retail-auto dealers & gasoline stations • New York
This Supply and Offtake Agreement (this “Agreement”) is made as of April 29, 2011 (the “Effective Date”), among J. Aron & Company (“Aron”), a general partnership organized under the laws of New York and located at 200 West Street, New York, New York 10282-2198, Lion Oil Company (the “Company”), a corporation organized under the laws of Arkansas located at 7102 Commerce Way, Brentwood, Tennessee 37027, and Lion Oil Trading & Transportation, Inc. (“LOTT”), a corporation organized under the laws of Arkansas located at 7102 Commerce Way, Brentwood, Tennessee 37027 (each referred to individually as a “Party” or collectively as the “Parties”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 5th, 2011 • Delek US Holdings, Inc. • Retail-auto dealers & gasoline stations • Tennessee
This agreement (the “Agreement”) is entered into effective as of May 26, 2011 (the “Effective Date”), by and between IGAL P. ZAMIR (the “Executive”) and MAPCO EXPRESS, INC. (the “Company”), who, in return for the mutual promises set forth herein, agree as follows:
FIRST AMENDED & RESTATED MANAGEMENT & CONSULTING AGREEMENTManagement & Consulting Agreement • August 5th, 2011 • Delek US Holdings, Inc. • Retail-auto dealers & gasoline stations • Tennessee
This First Amended and Restated Management and Consulting Agreement (the “Agreement”) is dated effective May 1, 2011, by and between DELEK US HOLDINGS, INC. (“Delek US”), a Delaware corporation with principal offices located at 7102 Commerce Way, Brentwood, TN 37027 and and DELEK GROUP LTD. (“Delek Group”), 7, Giborei Israel St., P.O.B. 8464, Industrial Zone South, Netanya 42504, Israel.
REIMBURSEMENT AND GUARANTY AGREEMENT dated as of April 29, 2011 among DELEK US HOLDINGS, INC., LION OIL COMPANY, LION OIL TRADING & TRANSPORTATION, INC., and GOLDMAN SACHS LENDING PARTNERS LLCReimbursement and Guaranty Agreement • August 5th, 2011 • Delek US Holdings, Inc. • Retail-auto dealers & gasoline stations • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of April 29, 2011 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), between DELEK US HOLDINGS, INC., a Delaware corporation (“DUHI”), LION OIL COMPANY, an Arkansas corporation (“Lion”), LION OIL TRADING & TRANSPORTATION, INC., an Arkansas corporation (“LOTT” and, together with DUHI and Lion, the “Grantors”) and GOLDMAN SACHS LENDING PARTNERS LLC (“Goldman Sachs”), as collateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, together with its successors and permitted assigns, the “Collateral Agent”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • August 5th, 2011 • Delek US Holdings, Inc. • Retail-auto dealers & gasoline stations • New York
THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment No. 1”), is entered into on April 29, 2011 by and among the lenders identified on the signature pages hereto (each individually, a “Lender” and collectively, the “Lenders”), WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, “Agent”), DELEK REFINING, LTD., a Texas limited partnership (“Delek Refining” and, together with any other Person that may from time to time become a party to the Credit Agreement as a Borrower, individually each, a “Borrower and collectively, “Borrowers”), DELEK REFINING, INC., a Delaware corporation (“Parent”) and DELEK U.S. REFINING GP, LLC, a Texas limited liability company (“Delek GP” and, together with Parent, individually each, a “Guarantor” and collectively, “Guarantors”).
FINANCING AGREEMENT Dated as of April 29, 2011 by and among LION OIL COMPANY, as the Borrower, AND EACH SUBSIDIARY OF LION OIL COMPANY LISTED AS A GUARANTOR ON THE SIGNATURE PAGES HERETO, as Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO, as...Financing Agreement • August 5th, 2011 • Delek US Holdings, Inc. • Retail-auto dealers & gasoline stations • New York
Bank Hapoalim B.M., as a Lender under the below reference Financing Agreement 1177 Avenue of the Americas New York, NY 10036 Attn: Maxine Levy Fax: 212-782-2141
ContractSubordinated Term Promissory Note • August 5th, 2011 • Delek US Holdings, Inc. • Retail-auto dealers & gasoline stations • New York
THE INDEBTEDNESS EVIDENCED OR SECURED BY THIS INSTRUMENT IS SUBORDINATED TO THE PRIOR PAYMENT IN FULL OF THE SENIOR OBLIGATIONS (AS DEFINED IN THE SUBORDINATION AGREEMENT HEREINAFTER REFERRED TO) PURSUANT TO, AND TO THE EXTENT PROVIDED IN, THE SUBORDINATION AGREEMENT DATED AS OF APRIL 29, 2011, AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, MADE BY THE SUBORDINATED CREDITOR AND THE OBLIGORS REFERRED TO THEREIN IN FAVOR OF BANK LEUMI USA, AS AGENT FOR THE LENDERS, ALL AS REFERRED TO IN SUCH SUBORDINATION AGREEMENT.
