0001351541-15-000050 Sample Contracts

SECOND AMENDED AND RESTATED FINANCING AGREEMENT
Financing Agreement • May 26th, 2015 • Delek US Holdings, Inc. • Petroleum refining • New York

This Second Amended and Restated Financing Agreement, dated as of May 14, 2015, by and among LION OIL COMPANY, an Arkansas corporation (the “Borrower”), each subsidiary of the Borrower listed as a Guarantor on the signature pages hereto (each a “Guarantor” and collectively, the “Guarantors”), the various institutions from time to time party to this Agreement, as Lenders, FIFTH THIRD BANK, an Ohio banking corporation (“Fifth Third”) as Administrative Agent and Lead Collateral Agent and BANK HAPOALIM B.M. (“Hapoalim”), as Designated Account Collateral Agent (Fifth Third and Hapoalim are each individually a “Collateral Agent”).

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • May 26th, 2015 • Delek US Holdings, Inc. • Petroleum refining • Delaware

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into effective as of April 14, 2015 (the “Execution Date”), by and between ALON ISRAEL OIL COMPANY, LTD., an Israeli 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.”

AMENDED AND RESTATED STOCKHOLDER AGREEMENT
Stockholder Agreement • May 26th, 2015 • Delek US Holdings, Inc. • Petroleum refining • Delaware

This Amended and Restated Stockholder Agreement, dated as of April 14, 2015 (this “Agreement”), is by and between Alon USA Energy, Inc., a Delaware corporation (the “Company”), and Delek US Holdings, Inc., a Delaware corporation (“Delek”).

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