EX-10.2






Exhibit 10.2




Delek Marketing & Supply, LP

Second Amendment to Amended and Restated Credit Agreement and Consent




          This Second Amendment to Amended and Restated Credit Agreement and Consent (herein, this
“Amendment”) is entered into as of March 31, 2009, by and among Delek Marketing & Supply, LP,
a Delaware limited partnership (the “Borrower”), the Lenders party hereto and Fifth Third
Bank, an Ohio banking corporation, as Administrative Agent and L/C Issuer.




Preliminary Statements




          A. The Borrower, the Lenders party thereto and Fifth Third Bank, as Administrative Agent and
L/C Issuer, entered into a certain Amended and Restated Credit Agreement, dated as of December 19,
2007, as amended by that certain First Amendment to Amended and Restated Credit Agreement dated as
of October 17, 2008 (as the same may be further amended, modified or supplemented from time to
time, the “Credit Agreement”). All capitalized terms used herein without definition shall have the
same meanings herein as such terms have in the Credit Agreement.




          B. The Borrower, the Lenders and Fifth Third Bank, as Administrative Agent and L/C Issuer,
have agreed to (i) consent to the Pipeline Acquisition (as hereinafter defined), (ii) waive certain
provisions of the Credit Agreement to permit the consummation of the Pipeline Acquisition and (iii)
amend the Credit Agreement under the terms and conditions set forth in this Amendment.




          Now, Therefore, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:




Section 1. Amendments to Credit Agreement.




          Upon satisfaction of the conditions precedent set forth in Section 3 hereof, the Credit
Agreement shall be and hereby is amended as follows:




     Section 1.1. The grid set forth in the definition of “Applicable Margin” in Section 1.1 of the
Credit Agreement is amended and restated in its entirety to read as follows; provided, however,
that the following grid shall not become effective until the Second Amendment Effective Date:




 









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Applicable Margin for 	 	Applicable Margin 	 	 
	 	 	 	 	Base Rate Loans and 	 	for Eurodollar 	 	Applicable Margin 
	 	 	Leverage Ratio for	 	Reimbursement 	 	Loans and Letter of 	 	for Commitment Fee 
	Level	 	such Pricing Date	 	Obligations shall be:	 	Credit Fee shall be:	 	shall be:
	I
	 	Greater than 3.0 to 1.0

	 	 	3.00	%	 	 	4.00	%	 	 	.50	%
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	II
	 	Less than or equal to 3.0
to 1.0, but greater than
2.5 to 1.0

	 	 	2.50	%	 	 	3.50	%	 	 	.50	%
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	III
	 	Less than or equal to 2.5
to 1.0, but greater than
2.0 to 1.0

	 	 	2.25	%	 	 	3.25	%	 	 	.50	%
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	IV
	 	Less than or equal to 2.0
to 1.0, but greater than
1.5 to 1.0

	 	 	2.00	%	 	 	3.00	%	 	 	.50	%
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	V
	 	Less than or equal to 1.5
to 1.0

	 	 	1.75	%	 	 	2.75	%	 	 	.50	%






     Section 1.2. The definitions of “Base Rate”, “EBITDA”, “LIBOR01 Page” and “Required Lenders”
in Section 1.1 of the Credit Agreement are amended and restated in their entirety to read as
follows:




“Base Rate” means for any day the greatest of: (i) the rate of
interest announced by the Administrative Agent from time to time as
its “prime rate” as in effect on such day, with any change in the
Base Rate resulting from a change in said prime rate to be effective
as of the date of the relevant change in said prime rate (it being
acknowledged that such rate may not be the Administrative Agent’s
best or lowest rate), (ii) the sum of (x) the Federal Funds Rate,
plus (y) 1/2 of 1% and (iii) the sum of (x) the Adjusted LIBOR that
would be applicable to a Eurodollar Loan with a 1 month Interest
Period advanced on such day (or if such day is not a Business Day,
the immediately preceding Business Day) plus (y) 1.00%.




“EBITDA” means, with reference to any period, Net Income for such
period plus (x) the sum of all amounts deducted in arriving at such
Net Income amount in respect of (a) Interest Expense for such
period, (b) federal, state, and local income taxes for such period,
(c) depreciation of fixed assets and amortization of intangible
assets for such period, (d) share based compensation under SFAS
123R, and (e) non-cash extraordinary charges for such period
incurred by the Borrower to comply with GAAP, provided, that
any such non-cash extraordinary charge that exceeds $1,000,000
individually shall be subject to the consent of the Administrative
Agent and Required Lenders and minus (y) non-cash extraordinary
credits for such period established by the Borrower to comply with
GAAP; provided further that (a) if the Pipeline Transaction is
consummated prior to April 1, 2009, for any EBITDA calculations for
the period of four fiscal quarters ending on or after March 31, 2009
and before or on December 31, 2009, EBITDA calculations for the
period of four fiscal quarters shall be increased by (i) $5,400,000
for the quarter ending March 31, 2009,



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(ii) $4,050,000 for the
quarter ending June 30, 2009, (iii) $2,700,000 for the quarter
ending September 30, 2009, and (iv) $1,350,000 for the quarter
ending December 31, 2009, and (b) if the Pipeline Transaction is
consummated on or after April 1, 2009, for any EBITDA calculations
for the period of four fiscal quarters ending on or after June 30,
2009 and before or on March 31, 2010, EBITDA calculations for the
period of four fiscal quarters shall be increased by the product of
(x) $5,400,000 and (y) 1 minus the ratio of (i) the number of days
elapsed from the date the Pipeline Transaction is consummated
through the end of the relevant period of four fiscal quarters to
(ii) 365 days.




“LIBOR01 Page” means the display designated as “Reuters Screen
LIBOR01 Page” (or such other page as may replace the LIBOR01 Page on
that service or such other service as may be nominated by the
British Bankers’ Association as the information vendor for the
purpose of displaying British Bankers’ Association Interest
Settlement Rates for U.S. Dollar deposits (“BBA LIBOR”) or such
other commercially available source providing quotations of BBA
LIBOR as designated by the Agent from time to time).




“Required Lenders” means, as of the date of determination thereof,
Lenders whose outstanding Loans and interests in Letters of Credit
and Unused Commitments constitute (i) at any time there are two (2)
or fewer Lenders, 85% or more of the sum of the total outstanding
Loans, interests in Letters of Credit and Unused Commitments; or
(ii) at any time there are three (3) Lenders, 67% of the sum of the
total outstanding Loans, interests in Letters of Credit and Unused
Commitments; or (iii) at any time there are more than three (3)
Lenders, 51% or more of the sum of the total outstanding Loans,
interests in Letters of Credit and Unused Commitments; provided
that, the Commitment of, and the portion of the outstanding Loans,
interests in Letters of Credit and Unused Commitments held or deemed
held by, any Defaulting Lender shall, so long as such Lender is a
Defaulting Lender, be excluded for all purposes of making a
determination of Required Lenders.



     Section 1.3. Section 1.1 of the Credit Agreement is amended by inserting the following defined
terms in their appropriate alphabetical location:




“Asset Purchase Agreement” means the Asset Purchase Agreement dated
as of March 31, 2009 among Delek Crude Logistics, LLC, as buyer,
Delek Refining, Ltd., Delek Land Texas, Inc., Delek Pipeline Texas,
Inc., MPC Land Acquisition, Inc., and MPC Pipeline Acquisition,
Inc., as sellers, and the other parties



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signatory thereto, as the
same may be amended, restated, supplemented or modified from time to
time.




“Defaulting Lender” means any Lender that (a) has failed to fund any
portion of the Loans, participations in Reimbursement Obligations or
participations in Swing Loans required to be funded by it hereunder
within one Business Day of the date required to be funded by it
hereunder unless such failure has been cured, (b) has otherwise
failed to pay over to the Administrative Agent or any other Lender
any other amount required to be paid by it hereunder within one
Business Day of the date when due, unless the subject of a good
faith dispute or unless such failure has been cured, or (c) has been
deemed insolvent or become the subject of a receivership, bankruptcy
or insolvency proceeding.




“Pipeline Acquisition” means that acquisition of certain assets by
Delek Crude Logistics, LLC, as buyer, from Delek Refining, Ltd.,
Delek Land Texas, Inc., Delek Pipeline Texas, Inc., MPC Land
Acquisition, Inc., and MPC Pipeline Acquisition, Inc., as sellers,
pursuant to the Asset Purchase Agreement.




“Pipeline Agreements” means (i) the Asset Purchase Agreement, (ii)
the Pipelines and Tankage Agreement and (iii) any other contracts or
agreements entered into by or among the Borrower, Refining and any
of their Affiliates in connection with the Pipeline Acquisition.




“Pipeline and Tankage Agreement” means the Pipelines and Tankage
Agreement dated as of March 31, 2009 between Delek Refining, Ltd.
and Delek Crude Logistics, LLC, as the same may be amended, modified
or supplemented from time to time.




“Second Amendment Effective Date” means March 31, 2009.




“SunTrust Facility” means the credit facility extended pursuant to
the Second Amended and Restated Credit Agreement dated as of
October 13, 2006 by and among Delek Refining, Ltd., Delek Pipeline
Texas, Inc., SunTrust Bank, as administrative agent, and
the various financial institutions party thereto, as the same may be
amended, restated, supplemented or modified from time to time.



     Section 1.4. Clause (i) of Section 2.4(e) of the Credit Agreement is amended and restated in
its entirety to read as follows:




“(i) from the date the related advance was made by the Administrative
Agent to the date that is two (2) Business Days after



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payment by such
Lender is due hereunder, the greater of, for each such day, (x) the
Federal Funds Rate and (y) an overnight rate determined by the
Administrative Agent in accordance with banking industry rules on
interbank compensation, plus any standard administrative or
processing fees charged by the Administrative Agent in connection
with such Lender’s non-payment and”



     Section 1.5. Section 2.7 of the Credit Agreement is amended by inserting a new clause (c) at
the end thereof to read as follows:




(c) Defaulting Lenders. Notwithstanding any provision of Section
2.8 to the contrary, until such time as the Default Excess (as
defined below) with respect to any Defaulting Lender has been
reduced to zero, (i) any voluntary prepayment of the Loans pursuant
to Section 2.7(a) shall, if the Borrower so directs at the time of
making such voluntary prepayment, be applied to the Loans of other
Lenders as if such Defaulting Lender had no loans outstanding and
the Commitments of such Defaulting Lender were zero and (ii) any
mandatory prepayment of the Loans pursuant to Section 2.7(b) shall,
if the Borrower so directs at the time of making such mandatory
prepayment, be applied to the Loans of other Lenders (but not to the
Loans of such Defaulting Lender), it being understood and agreed
that the Borrower shall be entitled to retain any portion of any
mandatory prepayment of the Loans that is not paid to such
Defaulting Lender solely as a result of the operation of the
provisions of this clause (c) and such retention of payments shall
not constitute an Event of Default under Section 7.1 hereof nor
trigger any indemnification requirements under Section 8.1 hereof.
“Default Excess” means, with respect to any Defaulting Lender, the
excess, if any, of such Defaulting Lender’s Percentage of the
aggregate outstanding principal amount of the applicable Loans of
all the applicable Lenders (calculated as if all Defaulting Lenders
(including such Defaulting Lender) had funded all of their
respective defaulted Loans) over the aggregate outstanding principal
amount of the applicable Loans of such Defaulting Lender.



     Section 1.6. The first sentence of Sections 2.12(a) of the Credit Agreement is amended by
inserting the following proviso at the end thereof:




“; provided however, that no commitment fee shall accrue to the
Unused Commitment of a Defaulting Lender, or be payable for the
benefit of such Lender, so long as such Lender shall be a Defaulting
Lender”



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     Section 1.7. The second sentence of Section 2.12(b) of the Credit Agreement is amended by
inserting the following proviso to the end thereof:




“; provided, further, that no letter of credit fee shall accrue to
the Percentage of a Defaulting Lender, or be payable for the benefit
of such Lender, so long as such Lender shall be a Defaulting Lender”



     Section 1.8. Section 5.15 of the Credit Agreement is amended and restated in its entirety to
read as follows:




Section 5.15. Good Title. The Borrower and its Subsidiaries have
good and marketable title, valid leasehold interests, valid
licenses, or valid easements and rights-of-way in, to or regarding
their assets as reflected on the Borrower’s most recent consolidated
balance sheet provided to the Administrative Agent, except for sales
of assets in the ordinary course of business, subject to no Liens,
other than Permitted Liens.



     Section 1.9. Clause (x) of Section 5.21 of the Credit Agreement is amended and restated in its
entirety to read as follows:




“(x) the MAPCO Services Agreement, the Refining Marketing Agreement,
the Refining Operating Agreement and the Pipeline Agreements,”



     Section 1.10. The third sentence of Section 6.3(a) of the Credit Agreement is amended and
restated in its entirety to read as follows:




Without limiting the foregoing, Borrower will maintain during the
term of this Credit Agreement, at its own cost, environmental
insurance coverage, property/business interruption insurance
coverage and other insurance coverage that is reasonable and
customary for pipeline logistics operators but in no event shall
such property/business interruption insurance coverage be less than
$150,000,000 per occurrence if the Borrower maintains such insurance
in its own name and not as part of a group policy with Holdings;
provided, however, that, notwithstanding the foregoing, the
insurance maintained by the Borrower shall at all times be in
coverage amounts reasonably satisfactory to the Administrative
Agent.



     Section 1.11. Section 6.8 of the Credit Agreement is amended and restated in its entirety to
read as follows:




Section 6.8. Contracts With Affiliates. The Borrower shall not, nor
shall it permit any Subsidiary to, enter into any contract,



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agreement or business arrangement with any of its Affiliates on
terms and conditions which are less favorable to the Borrower or
such Subsidiary than would be usual and customary in similar
contracts, agreements or business arrangements between Persons not
affiliated with each other, other than the MAPCO Services Agreement,
the Refining Operating Agreement, the Refining Marketing Agreement,
the Pipeline Agreements, and all arrangements referred to in clause
(y) of Section 5.21.



     Section 1.12. Section 6.10 of the Credit Agreement is amended and restated in its entirety to
read as follows:




Section 6.10. Change in the Nature of Business. The Borrower shall
not, nor shall it permit any Subsidiary to, engage in any business
or activity if as a result the general nature of the business of the
Borrower or any Subsidiary would be changed in any material respect
from the general nature of the business engaged in by it as of the
Second Amendment Effective Date (after giving effect to the Pipeline
Acquisition).



     Section 1.13. The phrase “in the event any Lender is in default in any material respect with
respect to its obligations under the Loan Documents” appearing in clause (c) of Section 8.5 of the
Credit Agreement is deleted in its entirety and replaced by the phrase “notice or confirmation that
any Lender is or has become a Defaulting Lender”.



     Section 1.14. Section 10.11 of the Credit Agreement is amended by inserting a new paragraph at
the end thereof to read as follows:




“Notwithstanding anything to the contrary herein, no Defaulting
Lender shall have any right to approve or disapprove any amendment,
waiver or consent hereunder or be entitled to any applicable
amendment, waiver or consent fee associated therewith, except that
the Commitments of such Lender may not be increased or extended
without the consent of such Lender.”



     Section 1.15. Schedule 5.10 to the Credit Agreement shall be amended and restated in its
entirety in the form of Schedule 5.10 hereto.



Section 2.  Consent and Waiver.




     The Borrower has informed the Administrative Agent and the Lenders that Delek Crude Logistics,
LLC (“Delek Logistics”) intends to purchase certain assets of Delek Refining, Ltd., Delek Land
Texas, Inc., Delek Pipeline Texas, Inc., MPC Land Acquisition, Inc. and MPC Pipeline Acquisition,
Inc. (collectively, the “Sellers”) on the terms and conditions set forth in the Asset Purchase
Agreement (the “Pipeline Acquisition”). The Borrower has requested that the Lenders consent to the
Pipeline
Acquisition, and the Lenders hereby consent to the Pipeline



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Acquisition; provided,
however, that the foregoing consent shall be effective to the extent, and only to the extent, that
the conditions precedent to this Amendment set forth in Section 3 hereof have been satisfied.



     In addition, the Borrower has requested that the Administrative Agent and the Lenders
(i) waive compliance with Sections 5.7, 6.14, 6.16 and 6.17 of the Credit Agreement solely with
respect to the Pipeline Acquisition (the “Potential Violations”) and any Default or Event of
Default that otherwise would arise from the Potential Violations and (ii) confirm that the Liens
arising, assumed or taken subject to the Pipeline Acquisition are Permitted Liens under Section
6.12 of the Credit Agreement. Subject to the satisfaction of the conditions precedent set forth in
Section 3 hereof, the Lenders and the Administrative Agent hereby:




     (i) waive the Potential Violations and any Default or Event of Default arising
solely from the Potential Violations; provided, however, that (x) Section 6.14 of
the Credit Agreement shall be waived only with respect to the requirements regarding
Permitted Acquisitions and (y) Section 6.16 of the Credit Agreement shall be waived
only to the extent that encumbrances related to the Pipeline Acquisition are
incurred in the ordinary course of business and do not have an adverse effect on
the operations of Delek Logistics or the value of the assets acquired by Delek
Logistics pursuant to the Pipeline Acquisition in an amount exceeding $300,000 per
encumbrance or $1,000,000 in the aggregate (any such effect or effects, a “Pipeline
Breach”); provided further that notwithstanding the foregoing, no Pipeline Breach
shall constitute a Default or Event of Default under the Credit Agreement unless and
until the Borrower has received written notice thereof identifying such breach(es)
and has had a period of 90 days after receipt of such notice to cure or cause the
cure of such breach(es) or, if such breach(es) by its or their nature cannot
reasonably be expected to be cured within said period, such longer period as may
reasonably required to cure such breach(es), provided that the cure thereof is
commenced within said 90-day period and continued with reasonable diligence to
completion; and




     (ii) confirm that pursuant to Section 6.12(g) of the Credit Agreement, any
existing Liens on property acquired pursuant to the Pipeline Acquisition, other than
Liens in favor of SunTrust Bank securing the SunTrust Facility, constitute Permitted
Liens under the Credit Agreement.



     The parties hereto acknowledge that the waivers under this Section 2 are specifically limited
to the Potential Violations and any Default or Event of Default arising solely from the
Potential Violations. Except as specifically modified or waived herein, all of the terms and
conditions set forth in the Credit Agreement shall stand and remain unchanged and in full force and
effect and the Lenders shall not be obligated in the future to waive any provision of the Credit
Agreement or the other Loan Documents as a result of having provided the waiver contained herein.



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Section 3. Conditions Precedent.



     The effectiveness of this Amendment is subject to the satisfaction of all of the following
conditions precedent:




     (a) The Borrower, the Lenders, and Fifth Third Bank, as Administrative Agent and L/C
Issuer, shall have executed and delivered this Amendment.




     (b) The Guarantors shall have executed and delivered the Reaffirmation and Consent of
Guarantors attached to this Amendment.




     (c) The Administrative Agent shall have received a duly executed Assumption and
Supplement to Guaranty Agreement and Assumption and Supplemental Security Agreement for
Delek Logistics, together with:




     (i) an original limited liability company interests certificate
representing all of the issued and outstanding limited liability company
interests of Delek Logistics as of the date hereof;




     (ii) transfer power for the limited liability company interests as of
the date hereof, duly executed in blank and undated;




     (iii) a UCC financing statement to be filed against Delek Logistics,
as debtor, in favor of Administrative Agent, as secured party, as of the
date hereof; and




     (iv) patent, trademark and copyright collateral agreements, as
applicable, to the extent required by the Administrative Agent.




     (d) The Administrative Agent shall have received from Delek Logistics, (i) a Deed of
Trust, Assignment of Rents, Security Agreement and Fixture Filing with respect to the
easement rights and fee simple parcels of real property located in Smith County, Texas,
Gregg County, Texas, Rusk County, Texas, and Upshur County, Texas, and (ii) with respect to
the fee simple parcels of real property (excluding vacant unused oil gathering system
parcels):




     (w) to the extent requested by Administrative Agent, a mortgagee’s
title insurance policy (or a prepaid binding commitment therefor) in form
and substance acceptable to the Administrative Agent from a title
insurance company acceptable to the Administrative Agent;




     (x) to the extent requested by Administrative Agent, a survey
prepared by a licensed surveyor, which survey shall also state whether or
not any portion of the real property is in a federally designated flood
hazard area;



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     (y) the report of ARCADIS G&M, Inc. acceptable to the Administrative
Agent concerning the environmental hazards and matters with respect to
each parcel of real property, together with a reliance letter thereon
acceptable to the Administrative Agent; and




     (z) to the extent requested by Administrative Agent, fixture
financing statements to be filed against Delek Logistics, as debtor, in
favor of Administrative Agent, as secured party.




     (e) The Administrative Agent shall have received from Delek Logistics, a Leasehold Deed
of Trust, Assignment of Rents, Security Agreement and Fixture Filing for the Bradford
Station leased property in Rusk County, Texas, together with:




     (i) a mortgagee’s title insurance policy (or a prepaid binding
commitment therefor) in form and substance acceptable to the
Administrative Agent from a title insurance company acceptable to the
Administrative Agent;




     (ii) the report of ARCADIS G&M, Inc. acceptable to the Administrative
Agent concerning the environmental hazards and matters with respect to
each parcel of real property, together with a reliance letter thereon
acceptable to the Administrative Agent; and




     (iii) to the extent requested by Administrative Agent, fixture
financing statements to be filed against Delek Logistics, as debtor, in
favor of Administrative Agent, as secured party.




     (f) The Administrative Agent shall have received certified fully executed copies of the
Pipeline Easement License Agreement and Assignment of Pipeline Easement Agreement, each
dated as of March 31, 2009 among MPC Pipeline Acquisition, Inc., MPC Land Acquisition, Inc.
and Delek Logistics, in form and substance satisfactory to the Administrative Agent.




     (g) The Administrative Agent shall have received for each Lender, the favorable written
opinion of counsel to Delek Logistics with respect to the Deed of Trust and Leasehold Deeds
of Trust, in form and substance satisfactory to the Administrative Agent.




     (h) The Administrative Agent shall have received evidence of insurance required to be
maintained under the Loan Documents including, without limitation,
environmental insurance, naming the Administrative Agent as mortgagee and lender loss payee.




     (i) The Administrative Agent shall have received copies of the Borrower’s, Delek
Logistics’ and each Guarantor’s certificate of limited partnership agreement, certificate
formation operating agreement, articles of incorporation and bylaws, as



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applicable (or
comparable organizational documents) and any amendments thereto, certified in each instance
by its Secretary or Assistant Secretary and, with respect to organizational documents filed
with a Governmental Authority, by the applicable Governmental Authority.




     (j) The Administrative Agent shall have received copies of resolutions of the
Borrower’s, Delek Logistics’ and each Guarantor’s Board of Directors (or similar governing
body) authorizing the execution, delivery and performance of this Amendment and the Pipeline
Acquisition, as applicable, and the consummation of the transactions contemplated hereby and
thereby, together with specimen signatures of the persons authorized to execute such
documents on each entity’s behalf, all certified in each instance by its Secretary or
Assistant Secretary.




     (k) The Administrative Agent shall have received copies of the certificates of good
standing, or nearest equivalent in the relevant jurisdiction, for the Borrower, Delek
Logistics and each Guarantor (dated no earlier than 30 days prior to the date hereof) from
the office of the secretary of state or other appropriate governmental department or agency
of the state of its formation, incorporation or organization, as applicable, and of each
state in which it is qualified to do business as a foreign partnership corporation or
organization.




     (l) The Administrative Agent shall have received for each Lender, the favorable written
opinions of counsel to the Borrower, Delek Logistics and each Guarantor, each in form and
substance satisfactory to the Administrative Agent.




     (m) The Administrative Agent shall have received a certified copy of the fully executed
Asset Purchase Agreement and all schedules, exhibits and side letters related thereto.




     (n) The Administrative Agent shall have received (i) a fair market appraisal of all
assets acquired in connection with the Pipeline Acquisition performed by an appraisal firm
acceptable to the Administrative Agent and (ii) proforma projected quarterly financial
statements of the Borrower (including a balance sheet and statements of income and cash
flows) for the 2009 fiscal year showing the impact of the Pipeline Acquisition, each in form
and substance acceptable to the Administrative Agent.




     (o) The Administrative Agent shall have received a duly executed Collateral Assignment
of Pipelines and Tankage Agreement dated of as March 31, 2009 from Delek Logistics, together
with a certified fully executed copy of the Pipelines and Tankage Agreement dated as of
March 31, 2009 between Refining and Delek Logistics.




     (p) The Administrative Agent shall have received a certified fully executed copy of the
Radio Tower License Agreement dated as of June 30, 2003 between Telecom Towers LLC and Delek
Logistics (as successor to McMurrey Pipeline Company, Inc.).



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     (q) The Administrative Agent shall have received a certified fully executed copy of the
Consent and Agreement dated as of March 31, 2009 by Delek Logistics in favor of SunTrust
Bank.




     (r) The Administrative Agent and Refining shall have executed and delivered the Consent
and Agreement dated as of March 31, 2009 in favor of the Administrative Agent.




     (s) The Administrative Agent shall have received a compliance certificate showing that
after giving effect to the Pipeline Acquisition, no Default or Event of Default shall exist,
including with respect to the financial covenants contained in Section 6.19 of the Credit
Agreement on a pro forma basis.




     (t) The Administrative Agent shall have received a fully executed Internal Revenue
Service Form W-9 for Delek Logistics.




     (u) The Administrative Agent shall have received financing statement lien search
results against Delek Logistics evidencing the absence of Liens on its Property except for
Permitted Liens.




     (v) The Administrative Agent shall have received a certified fully executed copy of the
Amendment to SunTrust Facility in form and substance satisfactory to the Administrative
Agent, together with UCC financing statement amendments and other appropriate lien release
documents releasing liens on any and all collateral purchased pursuant to the Pipeline
Acquisition.




     (w) The Borrower shall have paid to the Administrative Agent all fees due and payable
to it pursuant to that certain letter agreement by and between the Borrower and the
Administrative Agent dated as of January 8, 2009.




     (x) The Borrower and the Administrative Agent shall have executed and delivered a
post-closing matters letter dated as of the date hereof.




     (y) The Administrative Agent shall have satisfactorily completed its due diligence with
respect to the Borrower, Delek Logistics and the Guarantors.




     (z) Legal matters incident to the execution and delivery of this Amendment shall be
satisfactory to the Administrative Agent and its counsel.



Section 4. Representations and Warranties.




     The Borrower represents and warrants to the Lenders and Fifth Third Bank, as Administrative
Agent and L/C Issuer, that (i) each of the representations and warranties set forth in Section 5 of
the Credit Agreement, as amended hereby, is true and correct in all material respects on and as of
the date of this Amendment after giving effect to this Amendment as if made on and as of the date
hereof (except to the extent such representation relates and warrants



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relate to an earlier date, in
which case they are true and correct in all material respects as of such date) and as if each
reference therein to the Credit Agreement referred to the Credit Agreement as amended hereby;
(ii) as of the date hereof, no Default and no Event of Default exists; and (iii) without limiting
the effect of the foregoing, the Borrower’s execution, delivery and performance of this Amendment
has been duly authorized, and this Amendment has been executed and delivered by duly authorized
officers of the Borrower.



Section 5. Collateral.




     The Borrower has heretofore executed and delivered to the Administrative Agent the Collateral
Documents and the Borrower hereby agrees that notwithstanding the execution and delivery of this
Amendment, the Collateral Documents shall remain in full force and effect and shall secure the
Obligations, Hedging Liability and Funds Transfer and Deposit Account Liability; and the rights and
remedies of the Lenders under the Collateral Documents, obligations of the Borrower thereunder, and
any liens or security interests created or provided for thereunder shall be and remain in full
force and effect and shall not be affected, impaired or discharged hereby. Nothing herein
contained shall in any manner affect or impair the priority of the liens and security interests
created and provided for by the Collateral Documents as to the indebtedness that would be secured
thereby prior to giving effect to this Amendment.



Section 6. Miscellaneous.




     (a) Except as specifically amended herein, the Credit Agreement shall continue in full force
and effect in accordance with its original terms. Reference to this specific Amendment need not be
made in the Credit Agreement or any other Loan Document, or in any certificate, letter or
communication issued or made pursuant to or with respect to any Loan Document, any reference in any
of such items to the Credit Agreement being sufficient to refer to the Credit Agreement as amended
hereby.



     (b) The Borrower agrees to pay on demand all costs and expenses of or incurred by the
Administrative Agent in connection with the negotiation, preparation, execution and delivery of
this Amendment, including the reasonable fees and expenses of counsel for the Administrative Agent.



     (c) This Amendment may be executed in any number of counterparts and by different parties
hereto on separate counterpart signature pages, each of which when so executed shall be an original
but all of which shall constitute one and the same instrument. This Amendment shall be governed by
the internal laws of the State of New York.



[Signature Pages to Follow]




- 13-









 





     In Witness Whereof, the parties hereto have caused their duly authorized officers to
execute and deliver this Second Amendment to Amended and Restated Credit Agreement and Consent as
of the date first set forth above.



	 	 	 	 	 	 	 
	 	 	“Borrower”	 	 
	 
	 	 	 	 	 	 
	 	 	Delek Marketing & Supply, LP	 	 
	 
	 	 	 	 	 	 
	 	 	  By: Delek Marketing GP, LLC, its general

  partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By

Name
	 	/s/ Harry Parker Daily
 

Harry Parker Daily
	 	 
	 

	 	Title
	 	VP & COO	 	 
	 
	 	 	 	 	 	 
	 

	 	By

Name
	 	/s/ Kent B. Thomas
 

Kent B. Thomas
	 	 
	 

	 	Title
	 	General Counsel & Secretary	 	 






[Signature page to Second Amendment to Amended and Restated Credit Agreement and Consent]




 









 





	 	 	 	 	 	 	 
	 	 	“Lenders”	 	 
	 
	 	 	 	 	 	 
	 	 	Fifth Third Bank, an Ohio banking
corporation, as a 

  Lender, as
L/C Issuer, and as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By

Name

Title
	 	/s/ Kirk Johnson
 

Kirk Johnson 

Vice President