EX-10.8.B



 





SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT




dated as of October 13, 2006




among




DELEK REFINING, LTD.,




DELEK PIPELINE TEXAS, INC.,

as Borrowers




THE LENDERS FROM TIME TO TIME PARTY HERETO




THE CIT GROUP/BUSINESS CREDIT, INC. and

NATIONAL CITY BUSINESS CREDIT, INC.,

as Co-Documentation Agents




BANK OF AMERICA, N.A. and

PNC BANK, NATIONAL ASSOCIATION,

as Co-Syndication Agents




and




SUNTRUST BANK,

as Collateral and Administrative Agent




SUNTRUST CAPITAL MARKETS, INC.,

as Sole Lead Arranger and Book Manager




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	ARTICLE I	 	 	8	 
	 
	 	 	 	 	 	 	 	 
	DEFINITIONS; CONSTRUCTION	 	 	8	 
	 

	 	Section 1.1
	 	Definitions
	 	 	8	 
	 

	 	Section 1.2
	 	Classifications of Loans and Borrowings
	 	 	38	 
	 

	 	Section 1.3
	 	Accounting Terms and Determination
	 	 	38	 
	 

	 	Section 1.4
	 	Terms Generally
	 	 	38	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE II	 	 	39	 
	 
	 	 	 	 	 	 	 	 
	AMOUNT AND TERMS OF THE COMMITMENTS	 	 	39	 
	 

	 	Section 2.1
	 	General Description of Facilities
	 	 	39	 
	 

	 	Section 2.2
	 	Revolving Loans
	 	 	39	 
	 

	 	Section 2.3
	 	Procedure for Revolving Borrowings
	 	 	39	 
	 

	 	Section 2.4
	 	Swingline Commitment
	 	 	40	 
	 

	 	Section 2.5
	 	Agent Advances
	 	 	42	 
	 

	 	Section 2.6
	 	[Reserved]
	 	 	43	 
	 

	 	Section 2.7
	 	Funding of Borrowings
	 	 	43	 
	 

	 	Section 2.8
	 	Interest Elections
	 	 	44	 
	 

	 	Section 2.9
	 	Optional Reduction and Termination of Commitments
	 	 	45	 
	 

	 	Section 2.10
	 	Repayment of Loans
	 	 	46	 
	 

	 	Section 2.11
	 	Evidence of Indebtedness
	 	 	46	 
	 

	 	Section 2.12
	 	Optional Prepayments
	 	 	46	 
	 

	 	Section 2.13
	 	Mandatory Prepayments
	 	 	47	 
	 

	 	Section 2.14
	 	Interest on Loans
	 	 	48	 
	 

	 	Section 2.15
	 	Fees
	 	 	49	 
	 

	 	Section 2.16
	 	Computation of Interest and Fees
	 	 	50	 
	 

	 	Section 2.17
	 	Inability to Determine Interest Rates
	 	 	51	 
	 

	 	Section 2.18
	 	Illegality
	 	 	51	 
	 

	 	Section 2.19
	 	Increased Costs
	 	 	52	 
	 

	 	Section 2.20
	 	Funding Indemnity
	 	 	53	 
	 

	 	Section 2.21
	 	Taxes
	 	 	53	 
	 

	 	Section 2.22
	 	Payments Generally; Pro Rata Treatment; Sharing of Set-offs
	 	 	55	 
	 

	 	Section 2.23
	 	Letters of Credit
	 	 	57	 
	 

	 	Section 2.24
	 	Application of Payments
	 	 	61	 
	 

	 	Section 2.25
	 	Mitigation of Obligations
	 	 	62	 
	 

	 	Section 2.26
	 	Replacement of Lenders
	 	 	63	 
	 

	 	Section 2.27
	 	Agent Borrower
	 	 	63	 
	 

	 	Section 2.28
	 	Nature and Extent of Each Borrower’s Liability
	 	 	64	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE III	 	 	66	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT	 	 	66	 
	 

	 	Section 3.1
	 	Conditions To Effectiveness
	 	 	66	 
	 

	 	Section 3.2
	 	Each Credit Event
	 	 	67	 
	 

	 	Section 3.3
	 	Delivery of Documents
	 	 	67	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE IV	 	 	68	 
	 
	 	 	 	 	 	 	 	 
	REPRESENTATIONS AND WARRANTIES	 	 	68	 
	 

	 	Section 4.1
	 	Existence; Power
	 	 	68	 
	 

	 	Section 4.2
	 	Organizational Power; Authorization
	 	 	68	 
	 

	 	Section 4.3
	 	Governmental Approvals; No Conflicts
	 	 	68	 
	 

	 	Section 4.4
	 	[Reserved.]
	 	 	68	 
	 

	 	Section 4.5
	 	Litigation and Environmental Matters
	 	 	68	 
	 

	 	Section 4.6
	 	Compliance with Laws and Agreements
	 	 	69	 
	 

	 	Section 4.7
	 	Investment Company Act, Etc.
	 	 	69	 
	 

	 	Section 4.8
	 	Taxes
	 	 	69	 
	 

	 	Section 4.9
	 	Margin Regulations
	 	 	69	 
	 

	 	Section 4.10
	 	ERISA
	 	 	70	 
	 

	 	Section 4.11
	 	Ownership of Property
	 	 	70	 
	 

	 	Section 4.12
	 	Disclosure
	 	 	70	 
	 

	 	Section 4.13
	 	Labor Relations
	 	 	71	 
	 

	 	Section 4.14
	 	Subsidiaries
	 	 	71	 
	 

	 	Section 4.15
	 	Insolvency
	 	 	71	 
	 

	 	Section 4.16
	 	Subordination of Subordinated Debt
	 	 	71	 
	 

	 	Section 4.17
	 	Accounts
	 	 	71	 
	 

	 	Section 4.18
	 	OFAC
	 	 	72	 
	 

	 	Section 4.19
	 	Patriot Act.	 	 	72	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE V	 	 	73	 
	 
	 	 	 	 	 	 	 	 
	AFFIRMATIVE COVENANTS	 	 	73	 
	 

	 	Section 5.1
	 	Financial Statements and Other Information
	 	 	73	 
	 

	 	Section 5.2
	 	Lien Perfection
	 	 	74	 
	 

	 	Section 5.3
	 	Location of Collateral; Consignment of Inventory
	 	 	74	 
	 

	 	Section 5.4
	 	Protection of Collateral
	 	 	75	 
	 

	 	Section 5.5
	 	Assignments and Records of Accounts
	 	 	75	 
	 

	 	Section 5.6
	 	Administration of Accounts
	 	 	75	 
	 

	 	Section 5.7
	 	Administration of Inventory
	 	 	78	 
	 

	 	Section 5.8
	 	Marketing Agreement; Etc.
	 	 	80	 
	 

	 	Section 5.9
	 	Borrowing Base Certificates
	 	 	80	 
	 

	 	Section 5.10
	 	Notices of Material Events
	 	 	80	 
	 

	 	Section 5.11
	 	Existence; Conduct of Business
	 	 	81	 
	 

	 	Section 5.12
	 	Compliance with Laws, Etc.	 	 	81	 
	 

	 	Section 5.13
	 	Payment of Obligations
	 	 	82	 
	 

	 	Section 5.14
	 	Books and Records
	 	 	82	 
	 

	 	Section 5.15
	 	Visitation, Inspection, Etc.	 	 	82	 
	 

	 	Section 5.16
	 	Maintenance of Properties; Insurance
	 	 	82	 






- 3 -









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 

	 	Section 5.17
	 	Use of Proceeds and Letters of Credit
	 	 	83	 
	 

	 	Section 5.18
	 	[Reserved]
	 	 	83	 
	 

	 	Section 5.19
	 	Subordinated Working Capital Facility
	 	 	83	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE VI	 	 	84	 
	 
	 	 	 	 	 	 	 	 
	FINANCIAL COVENANTS	 	 	84	 
	 

	 	Section 6.1
	 	Fixed Charge Coverage Ratio
	 	 	84	 
	 

	 	Section 6.2
	 	Capital Expenditures
	 	 	84	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE VII	 	 	84	 
	 
	 	 	 	 	 	 	 	 
	NEGATIVE COVENANTS	 	 	84	 
	 

	 	Section 7.1
	 	Indebtedness and Preferred Equity
	 	 	84	 
	 

	 	Section 7.2
	 	Negative Pledge
	 	 	85	 
	 

	 	Section 7.3
	 	Fundamental Changes
	 	 	86	 
	 

	 	Section 7.4
	 	Investments, Loans, Etc.	 	 	87	 
	 

	 	Section 7.5
	 	Restricted Payments
	 	 	87	 
	 

	 	Section 7.6
	 	Sale of Assets
	 	 	88	 
	 

	 	Section 7.7
	 	Transactions with Affiliates
	 	 	88	 
	 

	 	Section 7.8
	 	Restrictive Agreements
	 	 	88	 
	 

	 	Section 7.9
	 	Sale and Leaseback Transactions
	 	 	89	 
	 

	 	Section 7.10
	 	Hedging Transactions
	 	 	89	 
	 

	 	Section 7.11
	 	Amendment to Material Documents
	 	 	89	 
	 

	 	Section 7.12
	 	Permitted Subordinated Indebtedness
	 	 	90	 
	 

	 	Section 7.13
	 	Accounting Changes
	 	 	90	 
	 

	 	Section 7.14
	 	Lease Obligations
	 	 	90	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE VIII	 	 	90	 
	 
	 	 	 	 	 	 	 	 
	EVENTS OF DEFAULT	 	 	90	 
	 

	 	Section 8.1
	 	Events of Default
	 	 	90	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE IX	 	 	93	 
	 
	 	 	 	 	 	 	 	 
	THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT	 	 	93	 
	 

	 	Section 9.1
	 	Appointment of Agents
	 	 	93	 
	 

	 	Section 9.2
	 	Nature of Duties
	 	 	94	 
	 

	 	Section 9.3
	 	Lack of Reliance on the Agents
	 	 	94	 
	 

	 	Section 9.4
	 	Certain Rights of the Agents
	 	 	94	 
	 

	 	Section 9.5
	 	Reliance by Agents
	 	 	95	 
	 

	 	Section 9.6
	 	The Agents in their Individual Capacity
	 	 	95	 
	 

	 	Section 9.7
	 	Successor Agents
	 	 	95	 
	 

	 	Section 9.8
	 	Authorization to Execute other Loan Documents
	 	 	96	 
	 

	 	Section 9.9
	 	Documentation Agent; Syndication Agent
	 	 	96	 
	 

	 	Section 9.10
	 	BSI Report; Reconciliation to Borrowing Base
	 	 	96	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE X	 	 	96	 






- 4 -









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	MISCELLANEOUS	 	 	96	 
	 

	 	Section 10.1
	 	Notices
	 	 	96	 
	 

	 	Section 10.2
	 	Waiver; Amendments; Out-of-Formula Loans
	 	 	98	 
	 

	 	Section 10.3
	 	Expenses; Indemnification
	 	 	100	 
	 

	 	Section 10.4
	 	Successors and Assigns
	 	 	102	 
	 

	 	Section 10.5
	 	Governing Law; Jurisdiction; Consent to Service of Process
	 	 	104	 
	 

	 	Section 10.6
	 	WAIVER OF JURY TRIAL
	 	 	105	 
	 

	 	Section 10.7
	 	Right of Setoff
	 	 	105	 
	 

	 	Section 10.8
	 	Counterparts; Integration
	 	 	105	 
	 

	 	Section 10.9
	 	Survival
	 	 	106	 
	 

	 	Section 10.10
	 	Severability
	 	 	106	 
	 

	 	Section 10.11
	 	Confidentiality
	 	 	106	 
	 

	 	Section 10.12
	 	Interest Rate Limitation
	 	 	107	 
	 

	 	Section 10.13
	 	Waiver of Effect of Corporate Seal
	 	 	107	 
	 

	 	Section 10.14
	 	Posting of Electronic Communications; Viewing of Accounts
	 	 	107	 
	 

	 	Section 10.15
	 	Transitional Provisions
	 	 	108	 






- 5 -









 






	 	 	 	 	 	 	 
	Schedules
	 	 	 	 
	 
	 	Schedule I	 	—	 	Applicable Margin and Applicable Percentage
	 
	 	Schedule II	 	—	 	Commitment Amounts
	 
	 	Schedule III	 	—	 	Eligible Carriers
	 
	 	Schedule IV	 	—	 	Continuing Borrowing Base Items
	 
	 	Schedule 1.1(c)	 	—	 	Other Permitted Investments
	 
	 	Schedule 4.5	 	—	 	Environmental Matters
	 
	 	Schedule 4.6	 	—	 	Compliance with Laws
	 
	 	Schedule 4.14	 	—	 	Subsidiaries
	 
	 	Schedule 5.3	 	—	 	Collateral Locations
	 
	 	Schedule 5.6	 	—	 	Deposit Accounts
	 
	 	Schedule 7.1	 	—	 	Outstanding Indebtedness
	 
	 	Schedule 7.2	 	—	 	Existing Liens
	 
	 	Schedule 7.4	 	—	 	Existing Investments
	 
	 	 	 	 	 	 
	Exhibits
	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Exhibit A	 	—	 	Form of Revolving Credit Note
	 
	 	Exhibit B	 	—	 	Form of Security Agreement
	 
	 	Exhibit C	 	—	 	Form of Swingline Note
	 
	 	Exhibit D	 	—	 	Form of Pledge Agreement
	 
	 	Exhibit E	 	—	 	Form of Assignment and Acceptance
	 
	 	Exhibit F	 	—	 	Form of Subsidiary/Delek Land Guaranty Agreement
	 
	 	Exhibit G	 	—	 	Form of Parent Guaranty Agreement
	 
	 	Exhibit H	 	—	 	Form of Borrowing Base Certificate
	 
	 	Exhibit 2.3	 	—	 	Form of Notice of Revolving Borrowing
	 
	 	Exhibit 2.4	 	—	 	Form of Notice of Swingline Borrowing
	 
	 	Exhibit 2.8	 	—	 	Form of Continuation/Conversion
	 
	 	Exhibit 3.1(b)(v)	 	—	 	Form of Secretary’s Certificate
	 
	 	Exhibit 5.1(d)	 	—	 	Form of Compliance Certificate







- 6 -









 





SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT




          THIS SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Agreement”) is made
and entered into as of October 13, 2006, by and among, DELEK REFINING, LTD. (individually and, in
its capacity as the representative of the other Borrowers pursuant to Section 2.27 hereof,
“Delek Refining”), a Texas limited partnership; and DELEK PIPELINE TEXAS, INC. (“Delek
Pipeline”), a Texas corporation; (Delek Refining and Delek Pipeline being referred to jointly
as the “Borrowers,” and individually as a “Borrower”), the several banks and other
financial institutions and lenders from time to time party hereto (the “Lenders”), SUNTRUST
BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”),
as issuing bank (the “Issuing Bank”), as swingline lender (the “Swingline Lender”),
and as collateral agent for the Lenders (the “Collateral Agent”), THE CIT GROUP/BUSINESS
CREDIT, INC. and NATIONAL CITY BUSINESS CREDIT, INC., in their capacities as co-documentation
agents (each in such capacity, the “Co-Documentation Agents”), and BANK OF AMERICA, N.A. and PNC
BANK, NATIONAL ASSOCIATION, in their capacities as co-syndication agents (each in such capacity,
the “Co-Syndication Agents”). Capitalized terms used in this Agreement have the meanings assigned
to them in Article I hereof.




W I T N E S S E T H:




          WHEREAS, the Borrowers, the Agents, certain financial institutions (“Existing Lenders”), and
the other parties named therein are parties to a certain Amended and Restated Revolving Credit
Agreement dated May 2, 2005 (as at any time amended, modified, supplemented or restated, the
“Existing Credit Agreement”), pursuant to which Existing Lenders made certain revolving credit
loans, letters of credit, and other financial accommodations to the Borrowers in an amount not
exceeding $250,000,000;




          WHEREAS, the Borrowers have requested that the Existing Credit Agreement be amended and
restated in its entirety to become effective and binding on the Borrowers and the other Loan
Parties pursuant to the terms hereof, and the Lenders (including the Existing Lenders that are
parties hereto) have agreed, subject to the terms of this Agreement, to amend and restate the
Existing Credit Agreement in its entirety to read as set forth herein, and it has been agreed by
the parties hereto that (a) the commitments which the Existing Lenders that are parties hereto
extended to the Borrowers under the Existing Credit Agreement and the commitments of new Lenders
that become parties hereto shall be extended or advanced upon the amended and restated terms and
conditions contained in this Agreement and (b) the Loans and other Obligations outstanding under
the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended
and restated terms and conditions contained herein;




          WHEREAS, all existing Obligations are and shall continue to be (and all Obligations incurred
pursuant hereto shall be) secured by, among other things, the Security Documents and the other Loan
Documents and shall be guaranteed pursuant to the Subsidiary/Delek Land Guaranty Agreement and the
Parent Guaranty Agreement, and




          NOW, THEREFORE, the parties hereto hereby agree to amend and restate the Existing Credit
Agreement and the Existing Credit Agreement is hereby amended and restated, in its entirety as
follows:






- 7 -









 








ARTICLE I




DEFINITIONS; CONSTRUCTION




                    Section 1.1 Definitions. In addition to the other terms defined herein, the following
terms used herein shall have the meanings herein specified (to be equally applicable to both the
singular and plural forms of the terms defined):



          “Account Debtor” shall mean any Person who is obligated to make payments under an
Account.




          “Accounts” shall mean all accounts, contract rights, chattel paper, instruments,
drafts, acceptances and documents of a Borrower arising from the sale or lease of goods or the
provision of services by a Borrower in the ordinary course of its business, whether secured or
unsecured, and whether now existing or hereafter created or arising, and “Account” shall mean any
one of the foregoing.




          “Accounts Formula Amount” shall mean, on any date of determination thereof, an amount
equal to the sum of (i) 85% of the net amount of Eligible Accounts on such date, plus (ii)
100% of LC Backed Accounts. As used herein, the phrase “net amount of Eligible Accounts” shall
mean the face amount of such Accounts on any date less any and all returns, rebates, discounts
(which may, at the Collateral Agent’s option, be calculated on shortest terms), credits, allowances
or Taxes (including sales, excise or other taxes) at any time issued, owing, claimed by Account
Debtors, granted, outstanding or payable in connection with, or any interest accrued on the amount
of, such Accounts at such date.




          “Acquisition” shall mean the acquisition of certain assets of Seller as contemplated
by the terms of the Acquisition Documents.




          “Acquisition Documents” shall mean any and all agreements and other documents relating
to the Acquisition, including, without limitation, the Asset Purchase Agreement.




          “Additional Subordinated Indebtedness” shall mean Indebtedness of the Borrowers owing
to the Subordinate Creditor (as defined in the Subordination Agreement) which (i) is evidenced by
the Subordinated Note, (ii) constitutes additional funds borrowed by the Borrowers from the
Subordinate Creditor after the Closing Date which are payable on terms and conditions substantially
similar to those applying to the Indebtedness evidenced by the Subordinated Note, as amended, (iii)
constitutes Subordinate Debt under (and as defined in) the Subordination Agreement, and (iv) is
timely reflected in financial statements delivered by the Borrowers to the Agents pursuant to
Section 5.1.




          “Adjusted LIBO Rate” shall mean, with respect to each Interest Period for a Eurodollar
Borrowing, the rate per annum obtained by dividing (i) LIBOR for such Interest Period by (ii) a
percentage equal to 1.00 minus the Eurodollar Reserve Percentage.




          “Administrative Questionnaire” shall mean, with respect to each Lender, an
administrative questionnaire in the form prepared by the Administrative Agent and submitted to the
Administrative Agent duly completed by such Lender.






- 8 -









 








          “Affiliate” shall mean, as to any Person, any other Person that directly, or
indirectly through one or more intermediaries, Controls, is Controlled by, or is under common
Control with, such Person. For the purposes of this definition, “Control” shall mean the power,
directly or indirectly, either to (i) vote 10% or more of the securities having ordinary voting
power for the election of directors (or persons performing similar functions) of a Person or (ii)
direct or cause the direction of the management and policies of a Person, whether through the
ability to exercise voting power, by control or otherwise. The terms “Controlling”, “Controlled
by”, and “under common Control with” have the meanings correlative thereto.




          “Agent Advances” has the meaning set forth in Section 2.5 hereof.




          “Agent Banks” means the Administrative Agent, the Collateral Agent, the
Co-Documentation Agents and the Co-Syndication Agents.




          “Agents” means the Administrative Agent and the Collateral Agent, and “Agent”
means any one of them.




          “Aggregate Revolving Commitment Amount” shall mean the aggregate principal amount of
the Aggregate Revolving Commitments from time to time. On the Closing Date, the Aggregate
Revolving Commitment Amount equals $300,000,000.




          “Aggregate Revolving Commitments” shall mean, collectively, all Revolving Commitments
of all Lenders at any time outstanding.




          “Applicable Lending Office” shall mean, for each Lender and for each Type of Loan, the
“Lending Office” of such Lender (or an Affiliate of such Lender) designated for such Type of Loan
in the Administrative Questionnaire submitted by such Lender or such other office of such Lender
(or an Affiliate of such Lender) as such Lender may from time to time specify to the Administrative
Agent and the Borrowers as the office by which its Loans of such Type are to be made and
maintained.




          “Applicable Margin” shall mean, as of any date, with respect to interest on all
Revolving Loans outstanding on any date or the letter of credit fee, as the case may be, a
percentage per annum determined by reference to the applicable Average Availability from time to
time in effect as set forth on Schedule I; provided, that a change in the
Applicable Margin resulting from a change in the Average Availability shall be effective on the
second Business Day after which the Agents shall have received all Borrowing Base Certificates
required by Section 5.9 for the applicable quarterly period; provided
further, that if the Agents have not received such Borrowing Base Certificates for any
applicable quarterly period by the dates such Borrowing Base Certificates are required to be
delivered under this Agreement, the Applicable Margin shall be at Level IV as set forth on
Schedule I until such time as such Borrowing Base Certificates are delivered, at which time
the Applicable Margin shall be determined as provided above.




          “Applicable Percentage” shall mean, as of any date, with respect to the commitment
fee as of any date, the percentage per annum determined by reference to the applicable Average
Availability in effect on such date as set forth on Schedule I; provided, that a
change in the Applicable Percentage resulting from a change in the Average Availability shall be






- 9 -









 







effective on the second Business Day after the Agents shall have received all Borrowing Base
Certificates required by Section 5.9 for the applicable quarterly period; provided
further, that if the Agents shall not have received such Borrowing Base Certificates for
any applicable quarterly period by the dates such Borrowing Base Certificates are required to be
delivered under this Agreement, the Applicable Percentage shall be at Level IV as set forth on
Schedule I until such time as such Borrowing Base Certificates are delivered, at which time
the Applicable Percentage shall be determined as provided above.




          “Approved Electronic Communications” shall mean each notice, demand, communication,
information, document and other material that any Loan Party is obligated to, or otherwise chooses
to, provide to the Administrative Agent pursuant to any Loan Document or the transactions
contemplated therein, including any financial statement or and other financial report, Borrowing
Base Certificate, notice, request, certificate and other information or material; provided,
however, that, “Approved Electronic Communication” shall exclude (i) all Notices of Borrowing, any
request for a Letter of Credit, any Notice of Conversion/Continuation, and any other notice,
demand, communication, information, document and other material relating to a request for a new, or
a conversion of an existing, Borrowing, (ii) any notice pursuant to Sections 2.9, 2.12 or
2.13 and any other notice relating to the payment of any principal or other amount due under
any Loan Document prior to the scheduled date therefor, (iii) all notices of any Default or Event
of Default and (iv) any notice, demand, communication, information, document and other material
required to be delivered to satisfy any of the conditions set forth in Article III or any other
condition to any Borrowing or other extension of credit hereunder or any condition precedent to the
effectiveness of this Agreement.




          “Approved Fund” shall mean any Person (other than a natural Person) that is (or will
be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar
extensions of credit in the ordinary course of its business and that is administered or managed by
(i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that
administers or manages a Lender.




          “Asset Purchase Agreement” shall mean that certain Refinery Purchase and Sale
Agreement, dated as of March 14, 2005, as amended April 29, 2005, among the Borrowers, and Delek
Land, as purchasers, and the Seller, as seller.




          “Assignment and Acceptance” shall mean an assignment and acceptance entered into by a
Lender and an assignee (with the consent of any party whose consent is required by Section
10.4(b)) and accepted by the Administrative Agent, in the form of Exhibit E attached
hereto or any other form approved by the Administrative Agent.




          “Availability” shall mean on any determination date, an amount equal to (a) (i) the
Accounts Formula Amount on such date, plus (ii) the Inventory Formula Amount on such date,
plus (iii) 100% of Eligible Cash Collateral on such date, plus (iv) 100% of Paid
but Unexpired Standby Letters of Credit on such date, minus (v) the Availability Reserve on
such date, minus (b) the aggregate amount of the outstanding Loans on such date. If the amount of the Loans
outstanding under clause (b) is equal to or greater than the amounts under clause (a), Availability
shall be deemed to be zero.






- 10 -









 








          “Availability Block” shall mean the amount of $15,000,000.




          “Availability Period” shall mean the period from the Closing Date to the Revolving
Commitment Termination Date.




          “Availability Reserve” shall mean on any date of determination thereof, an amount
equal to the sum of the following (without duplication): (i) three (3) months rental payments,
storage charges or throughput fees or other similar charges (net of cash deposits securing such
obligations, as evidenced to the reasonable satisfaction of the Agents from time to time) owing at
such time by a Borrower in respect of Petroleum Inventory in pipelines, storage tanks or carriers,
or owned by any Person other than a Borrower, for which the Administrative Agent has not received a
Landlord Waiver or Bailee’s Letter (as applicable) from the landlord or owner of such property,
provided that any of the foregoing amounts shall be adjusted from time to time hereafter
upon (x) delivery to the Agents of any such acceptable waiver, (y) the opening or closing of a
Collateral location and/or (z) any change in the amount of rental, storage or processor payments or
similar charges; (ii) any amounts which any Loan Party is obligated to pay pursuant to the
provisions of any of the Loan Documents that Administrative Agent or any Lender elects to pay for
the account of such Loan Party in accordance with authority contained in any of the Loan Documents;
(iii) the LC Exposure; (iv) all customer deposits or other prepayments held by Borrowers; (v) any
post-closing adjustments that may be owing by Borrowers to Seller under an Acquisition Document;
(vi) the aggregate amount of all liabilities and obligations that are secured by Liens upon any of
the Collateral that are senior in priority to Administrative Agent’s Liens if such Liens are not
Permitted Liens (provided that the imposition of a reserve hereunder on account of such Liens shall
not be deemed a waiver of the Event of Default that arises from the existence of such Liens) or are
Permitted Liens; (vii) the Availability Block; (viii) for so long as the Mapco Reserve Conditions
exist, the Mapco Reserve; (ix) un-collateralized wellhead or first producer taxes or charges or
state excise tax liabilities that are or may be secured by a Lien or claim (including a right of
subrogation) that is prior to the Lien of the Administrative Agent, as determined by the
Administrative Agent from time to time in its reasonable discretion; (x) the aggregate Net
Mark-to-Market Exposure as of any applicable date; (xi) the Eligibility Reserve; and (xii) for so
long as an Event of Default exists, such additional reserves, in such amounts and with respect to
such matters, as the Agents in their discretion may elect to impose from time to time.




          “Availability Support Trigger Date” shall mean a date occurring prior to October 29,
2006, preceding which the Borrowers had Availability of less than $2,000,000 for five (5)
consecutive Business Days.




          “Average Availability” shall mean for any quarterly period, an amount equal to the sum
of the actual amount of Availability on each day or week, as applicable (and in the case of any
week, pro-rated accordingly), during such quarter, as determined by the Collateral Agent, divided
by the number of days or weeks (as so pro-rated), as applicable, in such quarter.




          “Bailee’s Letter” means a letter in form and substance reasonably acceptable to the
Administrative Agent and executed by any Person (other than a Borrower) that is in possession of
Inventory on behalf of a Borrower pursuant to which such Person acknowledges, among other things,
the Administrative Agent’s Lien with respect thereto.







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          “Bank Products” shall mean any one or more of the following types of products,
services or facilities extended to any Borrower by an Agent Bank or any Affiliate of an Agent Bank:
(i) credit cards; (ii) merchant card services; (iii) products or services under Cash Management
Agreements; (iv) Hedging Transactions; and (v) such other banking products or services provided by
an Agent Bank or any Affiliate of an Agent Bank as may be requested by any Borrower (on behalf of
itself or their Subsidiaries ) other than Letters of Credit.




          “Banking Relationship Debt” shall mean Debt or other obligations of a Borrower (i) to
an Agent Bank (or any Affiliate of an Agent Bank) arising out of or relating to Bank Products or
(ii) to an Agent Bank in connection with its having provided any guaranty or indemnity on behalf of
a Borrower with respect to any Bank Products.




          “Bankruptcy Code” shall mean the United States Bankruptcy Code (11 U.S.C. Section 101
et seq.), as now or hereafter amended, and any successor statute.




          “Base Rate” shall mean the higher of (i) the per annum rate which the Administrative
Agent publicly announces from time to time to be its prime lending rate, as in effect from time to
time, and (ii) the Federal Funds Rate, as in effect from time to time, plus one-half of one percent
(0.50%). The Administrative Agent’s prime lending rate is a reference rate and does not
necessarily represent the lowest or best rate charged to customers. The Administrative Agent may
make commercial loans or other loans at rates of interest at, above or below the Administrative
Agent’s prime lending rate. Each change in the Administrative Agent’s prime lending rate shall be
effective from and including the date such change is publicly announced as being effective.




          “Borrower Agent” shall have the meaning given to such term in Section 2.27
hereof.




          “Borrowing” shall mean a borrowing consisting of (i) Loans of the same Class and Type,
made, converted or continued on the same date and in the case of Eurodollar Loans, as to which a
single Interest Period is in effect, or (ii) a Swingline Loan.




          “Borrowing Base” shall mean on any date of determination thereof, an amount equal to
the lesser of: (a) the aggregate amount of the Revolving Commitments on such date minus the
LC Exposure on such date, or (b) an amount equal to (i) the sum of the Accounts Formula Amount,
plus the Inventory Formula Amount on such date, plus 100% of Eligible Cash
Collateral, plus 100% of Paid but Unexpired Standby Letters of Credit, minus (ii)
the Availability Reserve on such date.




          “Borrowing Base Certificate” shall mean a certificate, substantially in the form
attached hereto as Exhibit H, by which the Borrowers shall certify to each Agent and the
Lenders, with such frequency as provided in Section 5.9 hereof, the amount of the Borrowing
Base as of the date of the certificate (which date shall be not more than two (2) Business Days
earlier than the date of submission of such certificate to Collateral Agent) and the
calculation of such amount.




          “Business Day” shall mean (i) any day other than a Saturday, Sunday or other day on
which commercial banks in Atlanta, Georgia are authorized or required by law to close and






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(ii) if such day relates to a Borrowing of, a payment or prepayment of principal or interest on, a
conversion of or into, or an Interest Period for, a Eurodollar Loan or a notice with respect to any
of the foregoing, any day on which dealings in Dollars are carried on in the London interbank
market.




          “Capital Expenditures” shall mean for any period, without duplication, (i) the
additions to property, plant and equipment and other capital expenditures of the Borrowers and
their Subsidiaries that are (or would be) set forth on a consolidated statement of cash flows of
the Borrowers for such period prepared in accordance with GAAP and (ii) Capital Lease Obligations
incurred by the Borrowers and their Subsidiaries during such period.




          “Capital Lease Obligations” of any Person shall mean all obligations of such Person to
pay rent or other amounts under any lease (or other arrangement conveying the right to use) of real
or personal property, or a combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of
such obligations shall be the capitalized amount thereof determined in accordance with GAAP.




          “Capital Stock” shall mean any non-redeemable capital stock (or in the case of a
partnership or limited liability company, the partners’ or members’ equivalent equity interest) of
the Borrowers or any of their Subsidiaries (to the extent issued to a Person other than the
Borrower), whether common or preferred.




          “Cash Collateral” shall mean cash, and any interest or other income earned thereon,
that is deposited with Administrative Agent in accordance with the Agreement for the ratable
benefit of Lenders to cash collateralize any of the Obligations.




          “Cash Collateral Account” shall mean a demand deposit, money market or other account
established by the Administrative Agent at SunTrust or a Lender other than SunTrust, which account
shall be under the control of the Administrative Agent and subject to the Administrative Agent’s
Liens for the benefit of the Lenders pursuant to a Deposit Account Control Agreement.




          “Cash Management Agreements” shall mean any agreement entered into from time to time
between any Borrower or any of their Subsidiaries , on the one hand, and SunTrust or any of its
Affiliates or any other banking or financial institution, on the other, in connection with cash
management services for operating, collections, payroll and trust accounts of such Borrowers or
their Subsidiaries provided by such banking or financial institution, including automatic
clearinghouse services, controlled disbursement services, electronic funds transfer services,
information reporting services, lockbox services, stop payment services, investment account
services and wire transfer services.




          “Change in Control” shall mean the occurrence of one or more of the following events:
(i) any sale, lease, exchange or other transfer (in a single transaction or a series of related
transactions) of all or substantially all of the assets of a Borrower to any Person or “group”
(within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and
Exchange Commission thereunder in effect on the date hereof), (ii) the acquisition of ownership,






- 13 -









 







directly or indirectly, beneficially or of record, by any Person or “group” (within the meaning of
the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission
thereunder as in effect on the date hereof) of 40% or more of the outstanding shares of the voting
stock of a Borrower except to a Person or Persons that is an Affiliate of Holdings, or (iii)
occupation of a majority of the seats (other than vacant seats) on the board of directors of a
Borrower by Persons who were neither (a) nominated by the current board of directors nor (b)
appointed by directors so nominated, nor (c) nominated by Holdings or an Affiliate of Holdings.




          “Change in Law” shall mean (i) the adoption of any applicable law, rule or regulation
after the date of this Agreement, (ii) any change in any applicable law, rule or regulation, or any
change in the interpretation or application thereof, by any Governmental Authority after the date
of this Agreement, or (iii) compliance by any Lender (or its Applicable Lending Office) or the
Issuing Bank (or for purposes of Section 2.19(b), by such Lender’s or the Issuing Bank’s
parent corporation, if applicable) with any request, guideline or directive (whether or not having
the force of law) of any Governmental Authority made or issued after the date of this Agreement.




          “Chattel Paper” shall have the meaning given to the term in the Security Agreement.




          “Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan,
or the Loans comprising such Borrowing, are Revolving Loans or Swingline Loans and when used in
reference to any Commitment, refers to whether such Commitment is a Revolving Commitment or a
Swingline Commitment.




          “Closing Date” shall mean the date of this Agreement.




          “Code” shall mean the Internal Revenue Code of 1986, as amended and in effect from
time to time.




          “Collateral” shall mean all property pledged as collateral security for the
Obligations pursuant to the Security Documents (other than UCC-1 financing statements) or
otherwise, of Holdings, the Parent, GP, Delek Land, the Borrowers or their Subsidiaries that is now
or hereafter in the possession or control of an Agent, the Issuing Bank or any Lender or on which
the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender has been granted a
Lien.




          “Commitment” shall mean a Revolving Commitment or a Swingline Commitment or any
combination thereof (as the context shall permit or require).




          “Compliance Certificate” shall mean a certificate from a Responsible Officer of the
Borrowers in the form of, and containing the certifications set forth in, the certificate attached
hereto as Exhibit 5.1(d).




          “Conditions to Dividends” shall mean (i) no Default or Event of Default exists or
would exist after giving effect to any proposed dividend or distribution, (ii) trade payables of
the Borrowers are current or are being diligently contested in good faith by appropriate
proceedings and for which adequate reserves have been set aside on the Borrowers’ books, (iii)
immediately




- 14 -









 







after making any dividend or distribution the Borrowers shall have not less than
$10,000,000 of Availability, and (iv) the Borrowers’ have or would have a Fixed Charge Coverage
Ratio of 1.20:1.00 or more for the period of four (4) Fiscal Quarters ending on any proposed date
for the payment of such dividend or distribution as reflected in the Compliance Certificate issued
by the Borrowers to the Administrative Agent in respect of such period. Solely for purposes of
calculating such Fixed Charge Coverage Ratio under this definition, (A) the amount of Capital
Expenditures for each applicable measurement period shall be deemed to be the greater of (y) the
Borrowers’ actual Capital Expenditures during such measurement period or (z) the Borrowers’
projected Capital Expenditures for such measurement period as most recently submitted to
Administrative Agent prior to the Original Closing Date, and (B) any such proposed payment of a
dividend or distribution shall be included as an additional Fixed Charge for purposes of satisfying
the Fixed Charge Coverage Ratio for any applicable measurement period.




          “Consolidated EBITDA” shall mean, for the Borrowers and their Subsidiaries for any
period, an amount equal to the sum of (i) Consolidated Net Income for such period plus (ii) to the
extent deducted in determining Consolidated Net Income for such period, (A) Consolidated Interest
Expense, (B) income tax expense determined on a consolidated basis in accordance with GAAP, (C)
depreciation and amortization determined on a consolidated basis in accordance with GAAP, and (D)
all other non-cash charges acceptable to the Administrative Agent, determined on a consolidated
basis in accordance with GAAP, in each case for such period.




          “Consolidated Fixed Charges” shall mean, for the Borrowers and their Subsidiaries for
any period, the sum (without duplication) of (i) Consolidated Interest Expense for such period,
(ii) the principal payments made on Consolidated Total Debt during such period, (iii) Restricted
Payments paid during such period and (iv) Consolidated Lease Expense for such period.




          “Consolidated Interest Expense” shall mean, for the Borrowers and their Subsidiaries
for any period determined on a consolidated basis in accordance with GAAP, the sum of (i) total
interest expense, including without limitation the interest component of any payments in respect of
Capital Lease Obligations capitalized or expensed during such period (whether or not actually paid
during such period) plus (ii) the net amount payable (or minus the net amount receivable) under
Hedging Agreements during such period (whether or not actually paid or received during such
period).




          “Consolidated Lease Expense” shall mean, for the Borrowers and their Subsidiaries for
any period, the aggregate amount of fixed and contingent rentals payable with respect to leases of
real and personal property (excluding Capital Lease Obligations) determined on a consolidated basis
in accordance with GAAP for such period.




          “Consolidated Net Income” shall mean, for the Borrowers and their Subsidiaries for any
period, the net income (or loss) of the Borrowers and their Subsidiaries for such period
determined on a consolidated basis in accordance with GAAP, but excluding therefrom (to the
extent otherwise included therein) (i) any extraordinary gains or losses, (ii) any gains
attributable to write-ups of assets, (iii) any equity interest of the Borrowers or any Subsidiary
of the Borrowers in the unremitted earnings of any Person that is not a Subsidiary and (iv) any
income






- 15 -









 







(or loss) of any Person accrued prior to the date it becomes a Subsidiary or is merged into
or consolidated with the Borrowers or any Subsidiary on the date that such Person’s assets are
acquired by the Borrowers or any Subsidiary.




          “Consolidated Total Debt” shall mean, as of any date, all Indebtedness of the
Borrowers and their Subsidiaries measured on a consolidated basis as of such date, but excluding
Indebtedness of the type described in subsection (xi) of the definition thereto and the
Obligations.




          “Contractual Obligation” of any Person shall mean any provision of any security issued
by such Person or of any agreement, instrument or undertaking under which such Person is obligated
or by which it or any of the property in which it has an interest is bound.




          “Default” shall mean any condition or event that, with the giving of notice or the
lapse of time or both, would constitute an Event of Default.




          “Default Interest” shall have the meaning set forth in Section 2.14(c).




          “Delek Finance” shall mean Delek Finance, Inc., a Delaware corporation.




          “Delek Marketing” shall mean Delek Marketing & Supply, LP, a Delaware limited
partnership.




          “Delek Land” shall mean Delek Land Texas, Inc., a Texas corporation.




          “Delek Land Negative Pledge” shall mean the Negative Pledge Agreement, dated the
Original Closing Date, between Delek Land and the Administrative Agent.




          “Delek US Holdings” shall mean Delek US Holdings, Inc., a Delaware corporation.




          “Deposit Account Control Agreement” shall mean a Deposit Account Control Agreement
which is to be executed by each depository institution of a Borrower in favor of the Administrative
Agent for itself and the ratable benefit of the Lenders, as security for the Obligations, in form
and substance reasonably acceptable to the Administrative Agent.




          “Document” shall have the meaning given to the term in the Security Agreement.




          “Documentary Letter of Credit” shall mean any Letter of Credit that is drawable upon
presentation of documents evidencing the sale or shipment of goods purchased by a Borrower in the
Ordinary Course of Business.




          “Dollar(s)” and the sign “$” shall mean lawful money of the United States of America.




          “Dominion Account” shall mean a special account of the Administrative Agent
established by Borrowers at SunTrust, and over which the Administrative Agent shall have sole and
exclusive access and control for withdrawal purposes.








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          “Eligibility Reserves” means, effective as of two Business Days after the date of
written notice of any determination thereof to the Borrowers by the Collateral Agent, such amounts
as the Collateral Agent (in its sole discretion exercised reasonably and in accordance with its
customary business practices for comparable asset based transactions), may from time to time
establish against the gross amounts of Eligible Accounts, Eligible Petroleum Inventory, Eligible
Petroleum Inventory-Not-Received, Paid but Unexpired Letters of Credit, Eligible Cash Collateral
and Eligible Positive Exchange Agreement Balances to reflect risks or contingencies that may affect
any one or more class of such items and that have not already been taken into account in the
calculation of the Borrowing Base set forth in the Borrowing Base Certificate most recently
provided by the Borrowers at such time pursuant to this Agreement.




          “Eligible Account” shall mean an Account which arises in the Ordinary Course of
Business of a Borrower from the sale of goods, is payable in Dollars, is subject to the
Administrative Agent’s duly perfected Lien, and is deemed by the Agents, in their reasonable credit
judgment, to be an Eligible Account. Without limiting the generality of the foregoing, no Account
shall be an Eligible Account if: (i) it arises out of a sale made by a Borrower to a Subsidiary or
an Affiliate of a Borrower, or a Person controlled by an Affiliate of a Borrower; (ii) it is unpaid
for more than 60 days after the original due date shown on the invoice; (iii) it is due or unpaid
more than 90 days after the original invoice date; (iv) 50% or more of the Accounts from the
Account Debtor are not deemed Eligible Accounts hereunder; (v) the total unpaid Accounts of the
Account Debtor exceed 20% of the aggregate amount of all Eligible Accounts, to the extent of such
excess; (vi) any covenant, representation or warranty contained Section 4.17 of this
Agreement with respect to such Account is inaccurate, untrue or has been breached; (vii) the
Account Debtor is also such Borrower’s creditor or supplier, or the Account Debtor has disputed
liability with respect to such Account, or the Account Debtor has made any claim with respect to
any other Account due from such Account Debtor to such Borrower, or the Account otherwise is or may
become subject to any right of setoff, counterclaim, recoupment, reserve, defense or chargeback,
provided that, the Accounts of such Account Debtor shall be ineligible only to the extent of such
dispute or right of offset, counterclaim, recoupment, reserve, defense or chargeback; (viii) an
Insolvency Proceeding has been commenced by or against the Account Debtor or the Account Debtor has
failed, suspended or ceased doing business; (ix) the Account Debtor is not or has ceased to be
Solvent; (x) it arises from a sale to an Account Debtor that is organized under the laws of any
jurisdiction outside of the United States or that has its principal office, assets or place of
business outside the United States; (xi) it arises from a sale to the Account Debtor on a
bill-and-hold, guaranteed sale, sale-or-return, sale-on-approval, consignment or any other
repurchase or return basis; (xii) the Account Debtor is the United States of America or any
department, agency or instrumentality thereof with respect to Accounts in an aggregate face amount
exceeding $10,000,000, unless the applicable Borrower is not prohibited from assigning the Account
and does assign its right to payment of such Account to Administrative Agent, in a manner
satisfactory to Administrative Agent, so as to comply with the Assignment of Claims Act of 1940 (31
U.S.C. §3727 and 41 U.S.C. §15), or is a state, county or municipality, or a political subdivision
or agency thereof and applicable law disallows or restricts an assignment of Accounts on which it
is the Account Debtor; (xiii) the Account Debtor is
located in any state which imposes conditions on the right of a creditor to collect accounts
receivable unless the applicable Borrower has either qualified to transact business in such state
as a foreign entity or filed a Notice of Business Activities Report or other required report with
the appropriate officials in those states for the then current year; (xiv) the Account Debtor is
located






- 17 -









 







in a state in which such Borrower is deemed to be doing business under the laws of such
state and which denies creditors access to its courts in the absence of qualification to transact
business in such state or of the filing of any reports with such state, unless such Borrower has
qualified as a foreign entity authorized to transact business in such state or has filed all
required reports; (xv) the Account is subject to a Lien other than a Permitted Lien; (xvi) the
goods giving rise to such Account have not been delivered to and accepted by the Account Debtor or
the Account otherwise does not represent a final sale; (xvii) the Account is evidenced by Chattel
Paper or an Instrument of any kind, or has been reduced to judgment; (xviii) the Account represents
a progress billing or a retainage or arises from a sale on a cash-on-delivery basis; (xix) such
Borrower or Delek Marketing has made any agreement with the Account Debtor for any deduction
therefrom, except for discounts or allowances which are made in the Ordinary Course of Business for
prompt payment and which discounts or allowances are reflected in the calculation of the face value
of each invoice related to such Account; (xx) such Borrower or Delek Marketing has made an
agreement with the Account Debtor to extend the time of payment thereof beyond payment and due
dates provided in clauses (ii) and (iii) above; (xxi) the Account represents, in whole or in part,
a billing for interest, fees or late charges, provided that such Account shall be ineligible only
to the extent of the amount of such billing; (xxii) the Account Debtor has made a partial payment
with respect to such Account; (xxiii) it arises from the sale of Inventory that is not Eligible
Petroleum Inventory pursuant to clause (ii) of the definition of “Eligible Petroleum Inventory”;
(xxiv) it arises from a retail sale of Inventory to a Person who is purchasing the same primarily
for personal, family or household purposes; (xxv) the Account is a LC Backed Account; or (xxvi)
Delek Marketing (or any Person claiming through Delek Marketing) fails or declines for any reason
to timely remit collections with respect to the Account to Borrowers pursuant to the terms of the
Marketing Agreement, without regard as to whether payment on such Account is then due. No Account
shall cease to be an Eligible Account solely by reason of the fact that Delek Marketing has
provided marketing and sales services with respect to such Account pursuant to the terms of the
Marketing Agreement.




          “Eligible Assignee” shall mean (i) a Lender; (ii) an Affiliate of a Lender; (iii) an
Approved Fund; and (iv) any other commercial bank, finance company, insurance company or other
financial institution approved by the Administrative Agent, the Issuing Bank, and unless an Event
of Default has occurred and is continuing, the Borrower Agent (each such approval not to be
unreasonably withheld or delayed). If the consent of the Borrower Agent to an assignment or to an
Eligible Assignee is required hereunder (including a consent to an assignment which does not meet
the minimum assignment thresholds specified in paragraph (b) of Section 10.4), the Borrower
Agent shall be deemed to have given its consent five Business Days after the date notice thereof
has actually been delivered by the assigning Lender (through the Administrative Agent) to the
Borrower Agent, unless such consent is expressly refused by the Borrower Agent prior to such fifth
Business Day.




          “Eligible Carrier” shall mean any of the carriers and pipeline companies listed on
Schedule III (Eligible Carriers) or otherwise approved from time to time by the Agents in
their reasonable discretion.




          “Eligible Cash Collateral” shall mean any and all cash and Permitted Investments of
the Borrowers which are held in Permitted Cash Collateral Accounts under the control of the
Administrative Agent pursuant to Section 5.6(g); provided that Eligible Cash
Collateral shall not






- 18 -









 







include on any date of determination the amount by which (i) the average daily
balance for the preceding thirty days in Permitted Cash Collateral Accounts maintained with Lenders
other than SunTrust, exceeds (ii) the average daily balance for such period in Permitted Cash
Collateral Accounts maintained at SunTrust, in each case measured as of the date of the most
recently delivered Borrowing Base Certificate for the period of thirty days then ending.




          “Eligible Petroleum Inventory” shall mean Petroleum Inventory which is owned by a
Borrower (other than packaging or shipping materials, labels, samples, display items, bags,
replacement parts and manufacturing supplies) and which the Agents, in their reasonable credit
judgment, deem to be Eligible Petroleum Inventory. Without limiting the generality of the
foregoing, no Petroleum Inventory shall be Eligible Petroleum Inventory unless:





     (a) it is subject to a valid, first priority perfected Lien in favor of the
Administrative Agent as security for the Obligations and (i) is located at a location owned
or leased by a Borrower, or (ii) has been delivered to an Eligible Carrier;




     (b) is in good saleable condition, is not deteriorating in quality and is not obsolete,
and is of a quality which (in the locations where sold by the Borrowers) is marketable at
prevailing market prices for such products and meets all applicable governmental regulations
and standards at the place of intended sale;




     (c) is owned by a Borrower or, in the case of Inventory described in clause (ii) of
paragraph (a) above, a Borrower has the absolute and unconditional right to obtain such
Inventory (or Inventory equivalent to such Inventory) from an Eligible Carrier, in each
case, free and clear of any and all Liens whatsoever, other than those in favor of the
Administrative Agent as security for the Obligations and Permitted Liens (including Liens in
favor of any applicable Eligible Carrier securing solely transportation, storage and
throughput costs or fees) securing amounts which have been disclosed in writing by the
Borrowers to the Agents for the purposes of calculating any Eligibility Reserve with respect
thereto;




     (d) is not commingled with Inventory of any Person other than the other Borrower or
has been delivered to an Eligible Carrier; and




     (e) is not subject to delivery to a trading partner under an Exchange Agreement having
a Negative Exchange Agreement Balance.



          “Eligible Petroleum Inventory-Not-Received” shall mean, at any date of determination,
the aggregate value (determined as provided below) of Petroleum Inventory purchased or contracted
for purchase by a Borrower from a seller for whom such sale is in the Ordinary Course of Business
and, as of any date of determination, if it is Petroleum Inventory not owned by a Borrower, the
unpaid obligation of such Borrower for the purchase of such Petroleum Inventory is supported by (i)
a Documentary Letter of Credit issued under this Agreement by the Issuing Bank, which Documentary
Letter of Credit requires the original bill of
lading (or other original Document) relating to such Petroleum Inventory to be delivered to
the Issuing Bank or its designee in connection with a drawing under such Documentary Letter of
Credit, or (ii) a Standby Letter of Credit issued under this Agreement by the Issuing Bank, which







- 19 -









 







Standby Letter of Credit provides that the beneficiary thereunder is not permitted to make any
drawing thereunder until the beneficiary has delivered a certificate to the Issuing Bank certifying
that delivery of such Petroleum Inventory has been made by the beneficiary to a Borrower and
payment therefor is past due and owing, and in each case such Petroleum Inventory, when owned by a
Borrower, will be subject to no Liens other than Permitted Liens securing amounts which have been
disclosed in writing by the Borrowers to the Agents for the purposes of calculating any Eligibility
Reserve with respect thereto; provided, however, that for purposes of inclusion of
such Petroleum Inventory in the Borrowing Base, such Petroleum Inventory shall be valued at (i) if
the purchase price thereof has been prepaid, the amount so prepaid by a Borrower, or (ii) the face
amount of such Letter of Credit issued specifically to support the purchase of such Petroleum
Inventory from the applicable supplier thereof, less, without duplicating other Eligibility
Reserves, the aggregate amount of the payables owing by a Borrower to such supplier for any such
Petroleum Inventory delivered to such Borrower or an Eligible Carrier.




          “Eligible Positive Exchange Agreement Balance” shall mean, at any date of
determination, the amount of the positive balance, valued at a mark to market basis, of the
Petroleum Inventory that a Borrower has a right to receive from a trading partner (other than a
trading partner determined by the Administrative Agent to be unacceptable in the Administrative
Agent’s reasonable discretion) under an Exchange Agreement or money owing to a Borrower in
connection with such exchange of Petroleum Inventory under an Exchange Agreement, net of any
offsets or counterclaims, and only to the extent such Borrowers rights in Petroleum Inventory are
subject to a valid, first priority (subject only to Permitted Liens), perfected Lien in favor of
the Administrative Agent as security for the Obligations, provided, that the value of the Eligible
Positive Exchange Agreement Balance shall be subject to Eligibility Reserves as determined by the
Agents.




          “Environmental Laws” shall mean all laws, rules, regulations, codes, ordinances,
orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or
entered into by or with any Governmental Authority, relating in any way to the environment,
preservation or reclamation of natural resources, the management, Release or threatened Release of
any Hazardous Material or to health and safety matters.




          “Environmental Liability” shall mean any liability, contingent or otherwise (including
any liability for damages, costs of environmental investigation and remediation, costs of
administrative oversight, fines, natural resource damages, penalties or indemnities), of the
Borrowers or any Subsidiary directly or indirectly resulting from or based upon (i) any actual or
alleged violation of any Environmental Law, (ii) the generation, use, handling, transportation,
storage, treatment or disposal of any Hazardous Materials, (iii) any actual or alleged exposure to
any Hazardous Materials, (iv) the Release or threatened Release of any Hazardous Materials or (v)
any contract, agreement or other consensual arrangement pursuant to which liability is assumed or
imposed with respect to any of the foregoing.




          “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended
from time to time, and any successor statute.




          “ERISA Affiliate” shall mean any trade or business (whether or not incorporated),
which, together with the Borrowers, is treated as a single employer under Section 414(b) or (c) of






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the Code or, solely for the purposes of Section 302 of ERISA and Section 412 of the Code, is
treated as a single employer under Section 414 of the Code.




          “ERISA Event” shall mean (i) the occurrence of any “reportable event”, as defined in
Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an
event for which the 30-day notice period is waived); (ii) the existence with respect to any Plan of
an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of
ERISA), whether or not waived; (iii) the filing pursuant to Section 412(d) of the Code or Section
303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any
Plan; (iv) the incurrence by the Borrowers or any of their ERISA Affiliates of any liability under
Title IV of ERISA with respect to the termination of any Plan; (v) the institution by PBGC of
proceedings to terminate any Plan or Plans or to appoint a trustee to administer any Plan; or (vi)
the receipt by the Borrowers or any ERISA Affiliate of any notice, or the receipt by any
Multiemployer Plan from the Borrowers or any ERISA Affiliate of any notice, concerning the
imposition of Withdrawal Liability or a determination that a Multiemployer Plan is being terminated
or in reorganization, within the meaning of Title IV of ERISA.




          “Eurodollar” when used in reference to any Loan or Borrowing, refers to whether such
Loan, or the Loans comprising such Borrowing, bears interest at a rate determined by reference to
the Adjusted LIBO Rate.




          “Eurodollar Reserve Percentage” shall mean the aggregate of the maximum reserve
percentages (including, without limitation, any emergency, supplemental, special or other marginal
reserves) expressed as a decimal (rounded upwards to the next 1/100th of 1%) in effect
on any day to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate
pursuant to regulations issued by the Board of Governors of the Federal Reserve System (or any
Governmental Authority succeeding to any of its principal functions) with respect to eurocurrency
funding (currently referred to as “eurocurrency liabilities” under Regulation D). Eurodollar Loans
shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements
without benefit of or credit for proration, exemptions or offsets that may be available from time
to time to any Lender under Regulation D. The Eurodollar Reserve Percentage shall be adjusted
automatically on and as of the effective date of any change in any reserve percentage.




          “Event of Default” shall have the meaning provided in Article VIII.




          “Excess Availability Conditions” shall mean, at any date of determination, (i) the
Borrowers have Availability of not less than $30,000,000 for purposes of Section 5.9 and
$15,000,000 for purposes of all other applicable provisions, and (ii) no Event of Default exists.




          “Exchange Agreement” shall mean an agreement under which a Borrower undertakes to
deliver goods on behalf of an unaffiliated Person to a customer of such Person in exchange for such
Person’s delivery of similar goods to a customer of such Borrower.




          “Excluded Taxes” shall mean with respect to the Administrative Agent, the Collateral
Agent, any Lender, the Issuing Bank or any other recipient of any payment to be made






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by or on account of any obligation of the Borrowers hereunder, (a) income or franchise Taxes imposed on (or
measured by) its net income, net receipts or capital by the United States of America, or by the
jurisdiction under the laws of which such recipient is organized or in which its principal office
is located or, in the case of any Lender, in which its applicable lending office is located, (b)
any branch profits Taxes imposed by the United States of America or any similar tax imposed by any
other jurisdiction in which any Lender is located, (c) in the case of a Lender that is a “United
States person” as defined in Section 7701(a)(30) of the Code, any withholding Tax that is
attributable to such Lender’s failure to comply with Section 2.21(f), (d) any withholding
Tax imposed as a result of a Lender being treated as a “conduit entity” within the meaning of U.S.
Treasury Regulations Section 1.881-3 or any successor provision, and (e) in the case of a Foreign
Lender, any withholding Tax that (i) is imposed on amounts payable to such Foreign Lender at the
time such Foreign Lender becomes a party to this Agreement, (ii) is imposed on amounts payable to
such Foreign Lender at any time that such Foreign Lender designates a new lending office, other
than Taxes that have accrued prior to the designation of such lending office that are otherwise not
Excluded Taxes, and (iii) is attributable to such Foreign Lender’s failure to comply with
Section 2.21(e).




          “Existing Lenders” shall have the meaning ascribed to such term in the preamble to
this Agreement.




          “Federal Funds Rate” shall mean, for any day, the rate per annum (rounded upwards, if
necessary, to the next 1/100th of 1%) equal to the weighted average of the rates on
overnight Federal funds transactions with member banks of the Federal Reserve System arranged by
Federal funds brokers, as published by the Federal Reserve Bank of New York on the next succeeding
Business Day or if such rate is not so published for any Business Day, the Federal Funds Rate for
such day shall be the average rounded upwards, if necessary, to the next 1/100th of 1% of the
quotations for such day on such transactions received by the Administrative Agent from three
Federal funds brokers of recognized standing selected by the Administrative Agent.




          “Fee Letter” shall mean that certain fee letter, dated as of April 5, 2005, as amended
April 25, 2005, executed by SunTrust Capital Markets, Inc. and SunTrust Bank and accepted by
Holdings.




          “Fiscal Quarter” shall mean any fiscal quarter of the Borrowers.




          “Fiscal Year” shall mean any fiscal year of the Borrowers.




          “Fixed Charge Coverage Ratio” shall mean, as of any date, the ratio of (a)
Consolidated EBITDA less the actual amount paid by the Borrowers and their Subsidiaries in cash on
account of Capital Expenditures less cash taxes paid to (b) Consolidated Fixed Charges, in each
case measured for the four consecutive Fiscal Quarters ending on or immediately prior to such date.




          “Foreign Lender” shall mean any Lender that is not a United States person under
Section 7701(a)(30) of the Code.




          “Foreign Subsidiary” shall mean any Subsidiary that is organized under the laws of a
jurisdiction other than one of the fifty states of the United States or the District of Columbia.






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          “GAAP” shall mean generally accepted accounting principles in the United States
applied on a consistent basis and subject to the terms of Section 1.3.




          “Governmental Authority” shall mean the government of the United States of America,
any other nation or any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government.




          “GP” shall mean Delek US Refining GP, LLC, a Texas limited liability company.




          “Guarantee” of or by any Person (the “guarantor”) shall mean any obligation,
contingent or otherwise, of the guarantor guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other obligation of any other Person (the “primary
obligor”) in any manner, whether directly or indirectly and including any obligation, direct or
indirect, of the guarantor (i) to purchase or pay (or advance or supply funds for the purchase or
payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for
the purchase of) any security for the payment thereof, (ii) to purchase or lease property,
securities or services for the purpose of assuring the owner of such Indebtedness or other
obligation of the payment thereof, (iii) to maintain working capital, equity capital or any other
financial statement condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation or (iv) as an account party in respect of any
letter of credit or letter of guaranty issued in support of such Indebtedness or obligation;
provided, that the term “Guarantee” shall not include endorsements for collection or
deposits in the ordinary course of business. The amount of any Guarantee shall be deemed to be an
amount equal to the stated or determinable amount of the primary obligation in respect of which
Guarantee is made or, if not so stated or determinable, the maximum reasonably anticipated
liability in respect thereof (assuming such Person is required to perform thereunder) as determined
by such Person in good faith. The term “Guarantee” used as a verb has a corresponding meaning.




          “Hazardous Materials” shall mean all explosive or radioactive substances or wastes and
all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas,
infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to
any Environmental Law.




          “Hedging Obligations” of any Person shall mean any and all obligations of such Person,
whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired
under (i) any and all Hedging Transactions, (ii) any and all cancellations, buy backs, reversals,
terminations or assignments of any Hedging Transactions, (iii) any and all renewals, extensions and
modifications of any Hedging Transactions and any and all substitutions for any Hedging
Transactions, and (iv) without duplication, Net Mark-to-Market Exposure.




          “Hedging Transaction” of any Person shall mean any transaction (including an agreement
with respect thereto) now existing or hereafter entered into by such Person that is a rate swap,
basis swap, forward rate transaction, commodity swap, interest rate option, foreign




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exchange transaction, cap transaction, floor transaction, collateral transaction, forward transaction,
currency swap transaction, cross-currency rate swap transaction, currency option or any other
similar transaction (including any option with respect to any of these transactions) or any
combination thereof, whether linked to one or more interest rates, foreign currencies, commodity
prices, equity prices or other financial measures.




          “Holdings” shall mean Delek US Holdings, Inc., a Delaware corporation, and the sole
shareholder of Parent.




          “Indebtedness” of any Person shall mean, without duplication (i) all obligations of
such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures,
notes or other similar instruments, (iii) all obligations of such Person in respect of the deferred
purchase price of property or services (other than trade payables incurred in the ordinary course
of business; provided, that for purposes of Section 8.1(g), trade payables
overdue by more than 120 days shall be included in this definition except to the extent that any of
such trade payables are being disputed in good faith and by appropriate measures), (iv) all
obligations of such Person under any conditional sale or other title retention agreement(s)
relating to property acquired by such Person, (v) all Capital Lease Obligations of such Person,
(vi) all obligations, contingent or otherwise, of such Person in respect of letters of credit,
acceptances or similar extensions of credit, (vii) all Guarantees of such Person of the type of
Indebtedness described in clauses (i) through (vi) above, to the extent of the amount guaranteed,
(viii) all Indebtedness of a third party secured by any Lien on property owned by such Person,
whether or not such Indebtedness has been assumed by such Person, (ix) all obligations of such
Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any
common stock of such Person, (x) Off-Balance Sheet Liabilities and (xi) all Hedging Obligations.
The Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture
in which such Person is a general partner or a joint venturer, except to the extent that the terms
of such Indebtedness provide that such Person is not liable therefor.




          “Indemnified Taxes” shall mean Taxes other than Excluded Taxes.




          “Instrument” shall have the meaning given to the term in the Security Agreement.




          “Intercreditor Agreement” shall mean the Intercreditor Agreement dated on or about the
date of this Agreement, between the Administrative Agent and Fifth Third Bank, as agent for various
financial institutions under a revolving loan agreement with Delek Marketing.




          “Interest Period” shall mean with respect to (i) any Swingline Borrowing, such period
as the Swingline Lender and the Borrowers shall mutually agree and (ii) any Eurodollar Borrowing, a
period of one, two, three or six months; provided, that:





     (i) the initial Interest Period for such Borrowing shall commence on the date of such
Borrowing (including the date of any conversion from a Borrowing of another
Type), and each Interest Period occurring thereafter in respect of such Borrowing shall
commence on the day on which the next preceding Interest Period expires;




     (ii) if any Interest Period would otherwise end on a day other than a Business Day,
such Interest Period shall be extended to the next succeeding Business Day, unless



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such Business Day falls in another calendar month, in which case such Interest Period would end
on the next preceding Business Day;




     (iii) any Interest Period which begins on the last Business Day of a calendar month or
on a day for which there is no numerically corresponding day in the calendar month at the
end of such Interest Period shall end on the last Business Day of such calendar month; and




     (iv) no Interest Period may extend beyond the Revolving Commitment Termination Date.



          “Inventory” shall mean all goods, merchandise and other personal property owned and
held for sale, and all raw materials, work or goods in process, materials, supplies and packaging
of every nature which contribute to the finished products of a Borrower in the ordinary course of
its business, whether now owned or hereafter acquired by Borrowers.




          “Inventory Formula Amount” shall mean, on any date of determination thereof, an amount
equal to the sum of (a) 80% of the Petroleum Inventory Market Price of Eligible Petroleum Inventory
on such date consisting of Petroleum Products, plus (b) 85% of Eligible Petroleum
Inventory-Not-Received, plus (c) 80% of Eligible Positive Exchange Agreement Balances. The
Agents shall have the right at any time to decrease the foregoing advance rate percentages in their
reasonable credit judgment, provided, that any such decrease in the advance rate
percentages shall not be effective until three (3) Business Days after written notice thereof is
provided to Borrowers by the Agents.




          “Issuing Bank” shall mean SunTrust Bank in its capacity as an issuer of Letters of
Credit pursuant to Section 2.23.




          “Land Newco” shall mean MPC Land Acquisition, Inc., a Texas corporation.




          “Landlord Waiver” shall mean a letter in form and substance reasonably acceptable to
the Administrative Agent and executed by a landlord in respect of Inventory of a Borrower located
at any leased premises of a Borrower pursuant to which such landlord, among other things, waives or
subordinates on terms and conditions reasonably acceptable to the Administrative Agent any Lien
such landlord may have in respect of such Inventory.




          “LC Backed Accounts” shall mean (i) an Account in support of which a Preferred Issuer
has issued an irrevocable standby letter of credit in the amount of such Account or (ii) Accounts
in an aggregate face amount not to exceed at any time the sum of $10,000,000 in support of which an
Other Issuer has issued an irrevocable standby letter of credit in the amount of such Accounts,
with all such standby letters of credit to be issued for the benefit of a Borrower and on which
such Borrower may draw in the event of a default by the Account Debtor under any such Account;
provided that such letters of credit contain provisions directing the issuing
bank to make payment thereunder to the Dominion Account or that SunTrust is the collecting
bank for such letter of credit, otherwise contain drawing provisions acceptable to the Agents and,
upon an Agent’s request, a copy of such letter of credit shall be delivered to the Administrative
Agent; and provided, further, that the proceeds of any drawing under such letter of
credit are to be deposited directly into a Cash Collateral Account.






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          “LC Commitment” shall mean that portion of the Aggregate Revolving Commitment Amount
that may be used by the Borrowers for the issuance of Letters of Credit in an aggregate face amount
not to exceed $300,000,000.




          “LC Disbursement” shall mean a payment made by the Issuing Bank pursuant to a Letter
of Credit.




          “LC Documents” shall mean the Letters of Credit and all applications, agreements and
instruments relating to the Letters of Credit.




          “LC Exposure” shall mean, at any time, the sum of (i) the aggregate undrawn amount of
all outstanding Letters of Credit at such time, plus (ii) the aggregate amount of all LC
Disbursements that have not been reimbursed by or on behalf of the Borrowers at such time. The LC
Exposure of any Lender shall be its Pro Rata Share of the total LC Exposure at such time.




          “Lenders” shall have the meaning assigned to such term in the opening paragraph of
this Agreement and shall include, where appropriate, the Swingline Lender and any Person that joins
this Agreement as a Lender pursuant to Section 10.4.




          “Letter of Credit” shall mean any Documentary or Standby Letter of Credit issued
pursuant to Section 2.23 by the Issuing Bank for the account of the Borrowers pursuant to
the LC Commitment.




          “LIBOR” shall mean, for any applicable Interest Period with respect to any Eurodollar
Loan, the British Bankers’ Association Interest Settlement Rate per annum for deposits in Dollars
for a period equal to such Interest Period appearing on the display designated as Page 3750 on the
Dow Jones Markets Service (or such other page on that service or such other service designated by
the British Bankers’ Association for the display of such Association’s Interest Settlement Rates
for Dollar deposits) as of 11:00 a.m. (London, England time) on the day that is two Business Days
prior to the first day of the Interest Period or if such Page 3750 is unavailable for any reason at
such time, the rate which appears on the Reuters Screen ISDA Page as of such date and such time;
provided, that if the Administrative Agent determines that the relevant foregoing sources
are unavailable for the relevant Interest Period, LIBOR shall mean the rate of interest determined
by the Administrative Agent to be the average (rounded upward, if necessary, to the nearest
1/100th of 1%) of the rates per annum at which deposits in Dollars are offered to the
Administrative Agent two (2) Business Days preceding the first day of such Interest Period by
leading banks in the London interbank market as of 10:00 a.m. (Atlanta, Georgia time) for delivery
on the first day of such Interest Period, for the number of days comprised therein and in an amount
comparable to the amount of the Eurodollar Loan of the Administrative Agent.




          “Lien” shall mean any mortgage, pledge, security interest, lien (statutory or
otherwise), charge, encumbrance, hypothecation, assignment, deposit arrangement, or other
arrangement having the practical effect of the foregoing or any preference, priority or other
security agreement or preferential arrangement of any kind or nature whatsoever (including any
conditional sale or other title retention agreement and any capital lease having the same economic
effect as any of the foregoing).





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          “Loan Documents” shall mean, collectively, this Agreement, the Notes (if any), the
Security Documents, the Subordination Agreement, the LC Documents, the Subsidiary/Delek Land
Guaranty Agreement, the Parent Guaranty Agreement, all Notices of Borrowing, all Notices of
Conversion/Continuation, all Compliance Certificates, Borrowing Base Certificates, and any and all
other instruments, agreements, documents and writings executed in connection with any of the
foregoing, and all other documents, lockbox agreements, instruments, certificates, and agreements
executed or delivered in connection with or contemplated by this Agreement.




          “Loan Parties” shall mean the Borrowers and the Subsidiary Loan Parties.




          “Loans” shall mean all Revolving Loans and Swingline Loans in the aggregate or any of
them, as the context shall require.




          “Management Agreement” shall mean that certain Management Agreement dated on or about
the Original Closing Date, between Delek Refining and Mapco.




          “Mapco” shall mean Mapco Express, Inc., a Delaware corporation.




          “Mapco Reserve” shall mean, on any date of determination, the aggregate amount owed by
Mapco to Persons who are also Account Debtors of a Borrower, provided, however,
that the amount of the Mapco Reserve shall not exceed at any time an amount equal to the aggregate
net amount of all Accounts owing by such Persons to Borrowers.




          “Mapco Reserve Conditions” shall mean, after any date on which the Excess Availability
Conditions are not satisfied (and thereafter until the Reinstatement Conditions are satisfied), the
Agents’ receipt of a Borrowing Base Certificate which indicates that Mapco has less than $4,500,000
available during the period covered by such Borrowing Base Certificate for additional working
capital loans under the formulae contained in Mapco’s working capital credit facilities, assuming
all trade payables of Mapco are paid within normal terms.




          “Marketing Agreement” shall mean the Marketing Agreement, dated on or about the date
hereof, between Delek Refining and Delek Marketing.




          “Marketing Agreement Assignment” shall mean the Agreement Regarding Marketing, Sales
and Supply Agreement, dated October 13, 2006, among Delek Refining, Delek Marketing and the
Administrative Agent.




          “Material Adverse Effect” shall mean, with respect to any event, act, condition or
occurrence of whatever nature (including any adverse determination in any litigation, arbitration,
or governmental investigation or proceeding), whether singularly or in conjunction with any
other event or events, act or acts, condition or conditions, occurrence or occurrences whether
or not related, a material adverse change in, or a material adverse effect on, (i) the business,
results of operations, financial condition, assets or liabilities of the Borrowers and their
Subsidiaries taken as a whole, (ii) the ability of the Loan Parties to perform their respective
obligations under the Loan Documents, (iii) the rights and remedies of the Administrative Agent,
the Issuing Bank, Swingline Lender, and the Lenders under any of the Loan Documents or (iv) the
legality, validity or enforceability of any of the Loan Documents.




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          “Material Indebtedness” shall mean Indebtedness (other than the Loans, the Letters of
Credit and Permitted Subordinated Debt) and Hedging Obligations of the Borrowers or any of their
Subsidiaries, individually or in an aggregate principal amount exceeding $2,000,000. For purposes
of determining the amount of attributed Indebtedness from Hedging Obligations, the “principal
amount” of any Hedging Obligations at any time shall be the Net Mark-to-Market Exposure of such
Hedging Obligations.




          “Moody’s” shall mean Moody’s Investors Service, Inc.




          “Multiemployer Plan” shall have the meaning set forth in Section 4001(a)(3) of ERISA.




          “Negative Exchange Agreement Balance” shall mean, at any date of determination, the
amount of the negative balance, valued at a mark to market basis, of any rights of trading partners
under an Exchange Agreement to receive Petroleum Products or money from a Borrower arising from the
exchange of Petroleum Products under an Exchange Agreement.




          “Net Mark-to-Market Exposure” of any Person shall mean, as of any date of
determination with respect to any Hedging Obligation, the excess (if any) of all unrealized losses
over all unrealized profits of such Person arising from such Hedging Obligation. “Unrealized
losses” shall mean the fair market value of the cost to such Person of replacing the Hedging
Transaction giving rise to such Hedging Obligation as of the date of determination (assuming the
Hedging Transaction were to be terminated as of that date), and “unrealized profits” means the fair
market value of the gain to such Person of replacing such Hedging Transaction as of the date of
determination (assuming such Hedging Transaction were to be terminated as of that date).




          “Notes” shall mean, collectively, the Revolving Credit Notes and the Swingline Note.




          “Notices of Borrowing” shall mean, collectively, the Notices of Revolving Borrowing
and the Notices of Swingline Borrowing.




          “Notice of Conversion/Continuation” shall mean the notice given by the Borrowers to
the Administrative Agent in respect of the conversion or continuation of an outstanding Borrowing
as provided in Section 2.8(b).




          “Notice of Revolving Borrowing” shall have the meaning as set forth in Section
2.3.




          “Notice of Swingline Borrowing” shall have the meaning as set forth in Section
2.4.




          “Obligations” shall mean all amounts owing by any Borrower to an Agent, the Issuing
Bank or any Lender (including the Swingline Lender) pursuant to or in connection with this
Agreement or any other Loan Document, including without limitation, all principal, interest
(including any interest accruing after the filing of any petition in bankruptcy or the commencement
of any insolvency, reorganization or like proceeding relating to a Borrower,

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whether or not a claim
for post-filing or post-petition interest is allowed in such proceeding), all reimbursement
obligations, fees, expenses, indemnification and reimbursement payments, costs and expenses
(including all fees and expenses of counsel to an Agent, the Issuing Bank and any Lender (including
the Swingline Lender) incurred pursuant to this Agreement or any other Loan Document), whether
direct or indirect, absolute or contingent, liquidated or unliquidated, now existing or hereafter
arising hereunder or thereunder, all Banking Relationship Debt (other than Hedging Obligations),
and all obligations and liabilities incurred in connection with collecting and enforcing the
foregoing, together with all renewals, extensions, modifications or refinancings thereof.




          “Off-Balance Sheet Liabilities” of any Person shall mean (i) any repurchase obligation
or liability of such Person with respect to accounts or notes receivable sold by such Person, (ii)
any liability of such Person under any sale and leaseback transactions that do not create a
liability on the balance sheet of such Person, (iii) any Synthetic Lease Obligation or (iv) any
obligation arising with respect to any other transaction which is the functional equivalent of or
takes the place of borrowing but which does not constitute a liability on the balance sheet of such
Person.




          “Ordinary Course of Business” shall mean, with respect to any transaction involving
any Person, the ordinary course of such Person’s business, as undertaken by such Person in good
faith and not for the purpose of evading any covenant or restriction in any Loan Document.




          “Original Closing Date” shall mean April 29, 2005.




          “OSHA” shall mean the Occupational Safety and Health Act of 1970, as amended from time
to time, and any successor statute.




          “Other Issuer” shall mean a United States domestic bank or United States branch of a
foreign bank, in each case rated “BBB+” or higher by S&P and “Baa” or higher by Moody’s.




          “Other Taxes” shall mean any and all present or future stamp or documentary taxes or
any other excise or property taxes, charges or similar levies arising from any payment made
hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this
Agreement or any other Loan Document.




          “Out-of-Formula Condition” shall have the meaning set forth in Section 2.2(b)
hereof.




          “Out-of-Formula Loan” shall mean a Revolving Loan made or existing when an
Out-of-Formula Condition exists or the amount of any Revolving Loan which, when funded, results in
an Out-of-Formula Condition.




          “Paid but Unexpired Standby Letters of Credit” shall mean, during a Post Supplier
Payment Period, the amount available for drawing under an outstanding Standby Letter of Credit
issued to support the purchase of Petroleum Inventory of the Borrowers as of such date of
determination where the supplier of such Petroleum Inventory in connection with which such Standby
Letter of Credit was specifically issued has been paid in full.




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          “Parent” shall mean Delek Refining, Inc., a Delaware corporation.




          “Parent Guaranty Agreement” shall mean that certain Parent Guaranty, dated the
Original Closing Date, executed by Parent and GP in favor of Administrative Agent, on its behalf
and on behalf of the Collateral Agent, the Issuing Bank and the Lenders, substantially in the form
of Exhibit G hereto.




          “Participant” shall have the meaning set forth in Section 10.4(d).




          “Payment Account” shall mean an account maintained by the Administrative Agent to
which all monies from time to time deposited to a Dominion Account shall be transferred and all
other payments shall be sent in immediately available federal funds.




          “Payment Items” shall mean all checks, drafts, or other items of payment payable to a
Borrower, including proceeds of any of the Collateral.




          “Payment Office” shall mean the office of the Administrative Agent located at 303
Peachtree Street, N.E., Atlanta, Georgia 30308, or such other location as to which the
Administrative Agent shall have given written notice to the Borrowers and the other Lenders.




          “PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in
ERISA, and any successor entity performing similar functions.




          “Permitted Cash Collateral Account” shall mean a Cash Collateral Account maintained
with (i) SunTrust, or (ii) a Lender other than SunTrust to the extent the Administrative Agent has
received not less than ten (10) days prior written notice of the opening of such account, which
notice shall include applicable account numbers, wiring instructions, contact persons at the
applicable Lender, and confirmation that the Administrative Agent shall have the right to access
and review, in real time, balances therein and all transactions with respect thereto.




          “Permitted Investments” shall mean (a) securities issued or fully guaranteed or
insured by the United States federal government or any agency thereof (including Federal Home Loan
Bank, Federal National Mortgage Association, Student Loan Marketing Association and Government
National Mortgage Association), (b) certificates of deposit, Eurodollar time deposits, overnight
bank deposits and bankers’ acceptances of any commercial bank organized under the laws of the
United States, any state thereof, the District of Columbia, any foreign bank, or its branches or
agencies (fully protected against currency fluctuations) that, at the time of
acquisition, are rated at least “A-2” by S&P or “P-2” by Moody’s, (c) commercial paper of an
issuer rated at least “A-2” by S&P or “P-2” by Moody’s, (d) auction rate securities (in a maximum
$25,000,000 notional amount with respect to any single issue) with intermediate to perpetual
maturities that are structured with short term holding periods of 7-49 days and whose long-term
debt rating as of the date of purchase thereof is not less than any two of the following: “A2” by
Moody’s, “A” by S&P or “A” by Fitch, and (e) shares of any money market or similar fund that has
net assets whose Dollar Equivalent exceeds $500,000,000 and any other investment that is, in each
case, either (i) described on Schedule 1.1(c) or (ii) approved in writing by the
Administrative Agent (such approval not to be unreasonably withheld) for the purposes of this
definition; provided, however, that the maturities of all obligations of the types specified in (A)

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clauses (a) and (b) above shall not exceed 90 days and (B) clauses (c) and (d) above shall not
exceed 90 days.




          “Permitted Liens” shall mean, as applied to any Person:




     (a) Any Lien in favor of an Agent, the Issuing Bank or the Lenders given to secure the
Obligations;



     (b) (i) Liens on real estate for real estate taxes, assessments, sewer and water charges
and/or other governmental charges and levies not yet delinquent and (ii) Liens for taxes,
assessments, judgments, governmental charges or levies, or claims not yet delinquent or the
non-payment of which is being diligently contested in good faith by appropriate proceedings and for
which adequate reserves have been set aside on such Person’s books;



     (c) Liens of mechanics, laborers, suppliers, workers and materialmen incurred in the ordinary
course of business for sums not yet due or being diligently contested in good faith, if such
reserve or appropriate provision, if any, as shall be required by GAAP shall have been made
therefor;



     (d) Liens incurred in the ordinary course of business in connection with worker’s compensation
and unemployment insurance or other types of social security benefits;



     (e) Easements, rights-of-way, restrictions, and other similar encumbrances on the use of real
property which either (x) are non-monetary in nature and are existing as of the date of this
Agreement or (y) do not materially interfere with the ordinary conduct of the business of such
Person;



     (f) Purchase money security interests provided that such Lien attaches only to the asset so
purchased by a Borrower and secures only Indebtedness incurred by a Borrower in order to purchase
such asset, but only to the extent permitted by Section 7.1(c) hereof;



     (g) Deposits to secure the performance of bids, trade contracts, tenders, sales, leases,
statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like
nature incurred in the ordinary course of business;



     (h) Liens on assets of a Borrower and/or their Subsidiaries on the Original Closing Date
(after giving effect to the Acquisition) which are set forth on Schedule 7.2, attached
hereto;



     (i) Liens securing Capitalized Lease Obligations provided that such Liens attach only to the
assets leased by a Borrower and/or its Subsidiaries and secure only Indebtedness incurred by a
Borrower and/or its Subsidiaries in order to lease such assets, but only to the extent permitted
by Section 7.1(c) hereof;



     (j) Liens securing rental, storage, throughput, handling or other fees or charges owing from
time to time to Eligible Carriers, solely to the extent of such fees or charges; and



     (k) Liens in cash of the Borrowers securing Hedging Obligations incurred by a Borrower in
connection with Hedging Transactions permitted under Section 7.10.



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          “Permitted Subordinated Debt” shall mean (i) Indebtedness evidenced by the
Subordinated Note, including Additional Subordinated Indebtedness, (ii) Subordinated Working
Capital Indebtedness, or (iii) any other Indebtedness of a Borrower or any Subsidiary (i) that is
expressly subordinated to the Obligations on terms satisfactory to the Administrative Agent and the
Required Lenders in their sole discretion, (ii) that matures by its terms no earlier than six
months after the Revolving Commitment Termination Date, (iii) that bears interest at a rate per
annum not to exceed 10.0% and (iv) that is evidenced by an instrument that is in a form reasonably
satisfactory to the Administrative Agent and the Required Lenders.




          “Permitted Tax Distributions” shall mean (i) cash dividends or distributions to the
partners of a Borrower with respect to each taxable year during which such Borrower is a
partnership in an amount not to exceed the aggregate of the maximum federal and state income tax
liability of the partners of such Borrower (assuming that all of such partners are taxed at the
maximum permissible federal and state rates of such partners or members) attributable to the
taxable income of such Borrower for such taxable year, computed in accordance with the Code, and
(ii) dividends to Holdings to permit Holdings to pay any Taxes which are due and payable by
Holdings and attributable to the Borrowers and their Subsidiaries as part of a consolidated group.




          “Person” shall mean any individual, partnership, firm, corporation, association, joint
venture, limited liability company, trust or other entity, or any Governmental Authority.




          “Petroleum Inventory” means Inventory consisting of Petroleum Products, which
Inventory shall be valued at the Petroleum Inventory Market Price (including any premium or
discount to reflect location differentials).




          “Petroleum Inventory Market Price” means, with respect to any Petroleum
Inventory, the market price for such Petroleum Inventory as set forth in a published or reported
price index maintained by a third-party that is not an Affiliate of the Borrowers and that prepares
such index in the ordinary course of its business or such other price as the Collateral Agent may
ascribe thereto in its reasonable credit judgment. Such market price shall be determined using
published or reported price indices created or distributed by Oil Price Information Service,
commonly known as OPIS, and/or Platts Oilgram Price Report, commonly known as Platts, less in each
case applicable location differentials and product adjustments. In the event OPIS or Platts no
longer provides the aforementioned price indices, or in the event the Borrowers and the Collateral
Agent determine that either OPIS or Platts no longer accurately provides pricing
information for Petroleum Inventory, the Borrowers and the Collateral Agent shall replace one
or both of the OPIS and Platts price indices, as applicable, with other third-party price indices
reasonably acceptable to each of the Borrowers and the Collateral Agent.




          “Petroleum Product” means crude oil, petroleum, refined petroleum products, byproducts
and intermediate feed stocks, and other energy-related commodities, including, without limitation,
blend components commonly used in the petroleum industry to improve characteristics of, or meet
governmental or customer specifications for, petroleum or refined petroleum products.




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          “Pipeline Newco” shall mean MPC Pipeline Acquisition, Inc., a Texas corporation.




          “Plan” shall mean any employee pension benefit plan (other than a Multiemployer Plan)
subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA,
and in respect of which a Borrower or any ERISA Affiliate is (or, if such plan were terminated,
would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of
ERISA.




          “Pledge Agreement” shall mean that certain Pledge Agreement of even date herewith
executed by Delek Pipeline, Delek Land, Holdings, Parent and GP in favor of the Administrative
Agent, pursuant to which Delek Pipeline, Delek Land, Holdings, Parent and GP pledge to the
Administrative Agent, for its benefit and for the benefit of the Administrative Agent, the Issuing
Bank and the Lenders, all of the Capital Stock of Borrowers, Delek Land, Parent, GP, Pipeline Newco
and Land Newco substantially in the form of Exhibit D hereto.




          “Post Supplier Payment Period” shall mean the period commencing on the date on which a
Borrower shall have paid in full all amounts owed for the purchase of Petroleum Inventory (the
“Full Payment Date”) the payment for which was supported by a Standby Letter of Credit issued
specifically for such purpose and ending on the sooner of (i) ten (10) days after the Full Payment
Date or (ii) the date the original of such Standby Letter of Credit is returned to the
Administrative Agent for cancellation.




          “Preferred Issuer” shall mean a United States domestic bank or United States branch of
a foreign bank, in each case rated “A-” or higher by S&P and “A3” or higher by Moody’s.




          “Projections” shall mean projections of the Borrowers’ financial condition, results of
operations, cash flow, operating budget and Availability, prepared on a monthly-to-month basis for
the applicable Fiscal Year pursuant to and as required by Section 5.1(f) hereof




          “Pro Rata Share” shall mean, with respect to all Commitments of any Lender at any
time, a percentage, the numerator of which shall be the sum of such Lender’s Revolving Commitment
(or if such Revolving Commitments have been terminated or expired or the Loans have been declared
to be due and payable, such Lender’s Revolving Credit Exposure) and the denominator of which shall
be the sum of all Lenders’ Revolving Commitments (or if such Revolving Commitments have been
terminated or expired or the Loans have been declared to be
due and payable, all Revolving Credit Exposure of all Lenders funded under such Commitments).




          “Qualified Marketing Documents” shall mean the Intercreditor Agreement, the Services
Agreement, the Marketing Agreement and the Marketing Agreement Assignment, each in form and
substance acceptable to the Administrative Agent.




          “Regulation D” shall mean Regulation D of the Board of Governors of the Federal
Reserve System, as the same may be in effect from time to time, and any successor regulations.




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          “Reinstatement Conditions” shall mean at any date when the Excess Availability
Conditions are not satisfied (i) by reason of the occurrence of an Event of Default, such Event of
Default has been waived by the Agents or otherwise remedied by the Borrowers in accordance with the
Credit Agreement and no Event of Default occurs at any time during a period of 30 consecutive days
following the date on which such Event of Default was so waived or otherwise remedied, or (ii) by
reason of Borrowers’ failure to maintain Availability of not less than $30,000,000 for purposes of
Section 5.9 and $15,000,000 for purposes of all other applicable provisions, Borrowers shall have
maintained Availability of at least the applicable minimum amount for not less than 30 consecutive
days; provided, that if Borrowers fail to satisfy the Excess Availability Conditions more
than three (3) times during any twelve (12) month period, the Borrowers may not avail themselves of
the Reinstatement Conditions for a period of twelve (12) months from the date on which Borrowers
last failed to satisfy the Excess Availability Conditions.




          “Related Parties” shall mean, with respect to any specified Person, such Person’s
Affiliates and the respective directors, officers, employees, agents and advisors of such Person
and such Person’s Affiliates.




          “Release” shall mean any release, spill, emission, leaking, dumping, injection,
pouring, deposit, disposal, discharge, dispersal, leaching or migration into the environment
(including ambient air, surface water, groundwater, land surface or subsurface strata) or within
any building, structure, facility or fixture.




          “Required Lenders” shall mean, at any time, Lenders holding more than 50% of the
aggregate outstanding Revolving Commitments at such time or if the Lenders have no Commitments
outstanding, then Lenders holding more than 50% of the Revolving Credit Exposure.




          “Requirement of Law” for any Person shall mean the articles or certificate of
incorporation, bylaws, partnership certificate and agreement, or limited liability company
certificate of organization and agreement, as the case may be, and other organizational and
governing documents of such Person, and any law, treaty, rule or regulation, or determination of a
Governmental Authority, in each case applicable to or binding upon such Person or any of its
property or to which such Person or any of its property is subject.




          “Responsible Officer” shall mean any of the president, the chief executive officer,
the chief operating officer, the chief financial officer, the treasurer or a vice president of a
Borrower or such other representative of a Borrower as may be designated in writing by any one
of the foregoing with the consent of the Administrative Agent; and, with respect to the
financial covenants only, the chief financial officer, chief executive officer or the treasurer of
a Borrower.




          “Restricted Payment” shall have the meaning set forth in Section 7.5.




          “Revolving Commitment” shall mean, with respect to each Lender, the obligation of such
Lender to make Revolving Loans to the Borrowers and to participate in Letters of Credit and
Swingline Loans in an aggregate principal amount not exceeding the amount set forth with respect to
such Lender on Schedule II, as such schedule may be amended pursuant to

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Section
2.24, or in the case of a Person becoming a Lender after the Closing Date through an assignment
of an existing Revolving Commitment, the amount of the assigned “Revolving Commitment” as provided
in the Assignment and Acceptance executed by such Person as an assignee, as the same may be
increased or deceased pursuant to terms hereof.




          “Revolving Commitment Termination Date” shall mean the earliest of (i) April 28, 2010,
(ii) the date on which the Revolving Commitments are terminated pursuant to Section 2.9(c)
and (iii) the date on which all amounts outstanding under this Agreement have been declared or have
automatically become due and payable (whether by acceleration or otherwise).




          “Revolving Credit Exposure” shall mean, with respect to any Lender at any time, the
sum of the outstanding principal amount of such Lender’s Revolving Loans, LC Exposure and Swingline
Exposure.




          “Revolving Credit Note” shall mean a promissory note of the Borrowers payable to the
order of a requesting Lender in the principal amount of such Lender’s Revolving Commitment, in
substantially the form of Exhibit A.




          “Revolving Loan” shall mean a loan made by a Lender (other than the Swingline Lender)
to the Borrowers under its Revolving Commitment, which may either be a Base Rate Loan or a
Eurodollar Loan.




          “S&P” shall mean Standard & Poor’s, a Division of the McGraw-Hill Companies.




          “SEC” shall mean the United States Securities and Exchange Commission.




          “Security Agreement” shall mean that certain Security Agreement, dated the Original
Closing Date among the Borrowers, Parent, GP, Delek Land, MPC Pipeline Acquisition, Inc. and MPC
Land Acquisition, Inc. and the Administrative Agent, on its behalf and on behalf of the Collateral
Agent, the Issuing Bank and the Lenders, substantially in the form of Exhibit B hereto.




          “Security Documents” shall mean, collectively, the Security Agreement, the Pledge
Agreement, the Deposit Account Control Agreements, the Delek Land Negative Pledge, all UCC-1
financing statements and any other document, instrument or agreement granting Collateral for the
Obligations, as the same may be amended or modified from time to time.




          “Seller” shall mean La Gloria Oil and Gas Company, a Delaware corporation.




          “Services Agreement” shall mean the Services Agreement, dated on or about July 31,
2006, between Delek Refining and Delek Marketing.




          “Settlement Date” shall mean Friday of each week (or if any Friday is not a Business
Day on which all Lenders are open for business, the immediately preceding Business Day on which all
Lenders are open for business), provided that, after the occurrence of an Event of Default
or during a continuing decline or sudden increase in the principal amount of Revolving Loans, the
Administrative Agent, in its discretion, may require that the Settlement

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Date occur more frequently
(even daily) so long as any Settlement Date chosen by the Administrative Agent is a Business Day on
which each Lender is open for business.




          “Solvent” shall mean, as to any Person, such Person (i) owns property whose fair
saleable value is greater than the amount required to pay all of such Person’s Indebtedness
(including contingent Indebtedness and trade payables), (ii) is able to pay all of its Indebtedness
as such Indebtedness matures, (iii) has capital sufficient to carry on its business and
transactions and all business and transactions in which it is about to engage, and (iv) is not
“insolvent” within the meaning of Section 101(32) Bankruptcy Code.




          “Standby Letter of Credit” shall mean any Letter of Credit that is not a Documentary
Letter of Credit, and includes any direct — pay Letter of Credit.




          “Subordinated Debt Documents” shall mean any indenture, agreement or similar
instrument governing any Permitted Subordinated Debt.




          “Subordinated Note” shall mean the Subordinated Note in the original principal amount
of $51,000,000 referenced in and subject to the Subordination Agreement.




          “Subordinated Working Capital Credit Documents” shall mean the Intercompany Loan
Agreement, dated on or about the Original Closing Date, among Delek Finance and the Borrowers and
each other agreement, guaranty, note, instrument or document delivered pursuant thereto, as the
same may be modified, supplemented, extended, restated, refinanced or replaced from time to time.




          “Subordinated Working Capital Indebtedness” shall mean Indebtedness of the Borrowers
owing to Delek Finance under the Subordinated Working Capital Credit Documents.




          “Subordination Agreement” shall mean the Debt Subordination Agreement, dated on or
about the Original Closing Date, among Delek Finance, the Borrowers and the Administrative Agent.




          “Subsidiary” shall mean, with respect to any Person (the “parent”), any
corporation, partnership, joint venture, limited liability company, association or other entity the
accounts of which would be consolidated with those of the parent in the parent’s consolidated
financial statements if such financial statements were prepared in accordance with GAAP as of such
date, as well as any other corporation, partnership, joint venture, limited liability company,
association or other entity (i) of which securities or other ownership interests representing more
than 50% of the equity or more than 50% of the ordinary voting power, or in the case of a
partnership, more than 50% of the general partnership interests are, as of such date, owned,
controlled or held, or (ii) that is, as of such date, otherwise controlled, by the parent or
one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.
Unless otherwise indicated, all references to “Subsidiary” hereunder shall mean a Subsidiary of
the Borrowers.




          “Subsidiary/Delek Land Guaranty Agreement” shall mean the Subsidiary Guaranty, dated
as of the date hereof and substantially in the form of Exhibit F, made by certain

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Subsidiaries of the Borrowers and Delek Land in favor of the Administrative Agent for the benefit
of the Lenders.




          “Subsidiary Loan Party” shall mean any Subsidiary that executes or becomes a party to
the Subsidiary/Delek Land Guaranty Agreement.




          “SunTrust” shall mean SunTrust Bank, a Georgia banking corporation.




          “Swingline Commitment” shall mean the commitment of the Swingline Lender to make
Swingline Loans in an aggregate principal amount at any time outstanding not to exceed $30,000,000.




          “Swingline Exposure” shall mean, with respect to each Lender, the principal amount of
the Swingline Loans in which such Lender is legally obligated either to make a Base Rate Loan or to
purchase a participation in accordance with Section 2.4, which shall equal such Lender’s
Pro Rata Share of all outstanding Swingline Loans.




          “Swingline Lender” shall mean SunTrust Bank.




          “Swingline Loan” shall mean a loan made to the Borrowers by the Swingline Lender under
the Swingline Commitment.




          “Swingline Note” shall mean the promissory note of the Borrowers payable to the order
of the Swingline Lender in the principal amount of the Swingline Commitment, substantially the form
of Exhibit C.




          “Swingline Rate” shall mean the Base Rate plus the Applicable Margin or such other
rate as offered by the Swingline Lender and accepted by the Borrowers. The Borrowers are under no
obligation to accept such other rate, and the Swingline Lender is under no obligation to provide
it.




          “Synthetic Lease” shall mean a lease transaction under which the parties intend that
(i) the lease will be treated as an “operating lease” by the lessee pursuant to Statement of
Financial Accounting Standards No. 13, as amended and (ii) the lessee will be entitled to various
tax and other benefits ordinarily available to owners (as opposed to lessees) of like property.




          “Synthetic Lease Obligations” shall mean, with respect to any Person, the sum of (i)
all remaining rental obligations of such Person as lessee under Synthetic Leases which are
attributable to principal and, without duplication, (ii) all rental and purchase price payment
obligations of such Person under such Synthetic Leases assuming such Person exercises the option to
purchase the lease property at the end of the lease term.




          “Taxes” shall mean any and all present or future taxes, levies, imposts, duties,
deductions, charges or withholdings imposed by any Governmental Authority.




          “Type”, when used in reference to a Loan or Borrowing, refers to whether the rate of
interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the
Adjusted LIBO Rate or the Base Rate.




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          “Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a
complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of
Subtitle E of Title IV of ERISA.




               Section 1.2 Classifications of Loans and Borrowings. For purposes of this Agreement, Loans
may be classified and referred to by Class (e.g. a “Revolving Loan”) or by Type (e.g. a “Eurodollar
Loan” or “Base Rate Loan”) or by Class and Type (e.g. “Revolving Eurodollar Loan”). Borrowings
also may be classified and referred to by Class (e.g. “Revolving Borrowing”) or by Type (e.g.
“Eurodollar Borrowing”) or by Class and Type (e.g. “Revolving Eurodollar Borrowing”).



               Section 1.3 Accounting Terms and Determination. Unless otherwise defined or specified
herein, all accounting terms used herein shall be interpreted, all accounting determinations
hereunder shall be made, and all financial statements required to be delivered hereunder shall be
prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent
with the most recent audited consolidated financial statement of the Borrowers delivered pursuant
to Section 5.1(a); provided, that if the Borrowers notify the Administrative Agent that the
Borrowers wish to amend any covenant in Article VI to eliminate the effect of any change in
GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrowers that
the Required Lenders wish to amend Article VI for such purpose), then the Borrower’s
compliance with such covenant shall be determined on the basis of GAAP in effect immediately before
the relevant change in GAAP became effective, until either such notice is withdrawn or such
covenant is amended in a manner satisfactory to the Borrowers and the Required Lenders.



               Section 1.4 Terms Generally. The definitions of terms herein shall apply equally to the
singular and plural forms of the terms defined. Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The
word “will” shall be construed to have the same meaning and effect as the word “shall”. In the
computation of periods of time from a specified date to a later specified date, the word “from”
means “from and including” and the word “to” means “to but excluding”. Unless the context requires
otherwise (i) any definition of or reference to any agreement, instrument or other document herein
shall be construed as referring to such agreement, instrument or other document as it was
originally executed or as it may from time to time be amended, restated, supplemented or otherwise
modified (subject to any restrictions on such amendments, supplements or modifications set forth
herein), (ii) any reference herein to any Person shall be construed to include such Person’s
successors and permitted assigns, (iii) the words “hereof”, “herein” and “hereunder” and words of similar import
shall be construed to refer to this Agreement as a whole and not to any particular provision
hereof, (iv) all references to Articles, Sections, Exhibits and Schedules shall be construed to
refer to Articles, Sections, Exhibits and Schedules to this Agreement and (v) all references to a
specific time shall be construed to refer to the time in the city and state of the Administrative
Agent’s principal office, unless otherwise indicated.



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ARTICLE II




AMOUNT AND TERMS OF THE COMMITMENTS




               Section 2.1 General Description of Facilities. Subject to and upon the terms and
conditions herein set forth, (i) the Lenders hereby establish in favor of the Borrowers a revolving
credit facility pursuant to which each Lender severally agrees (to the extent of such Lender’s
Revolving Commitment) to make Revolving Loans to the Borrowers in accordance with Section
2.2, (ii) the Issuing Bank agrees to issue Letters of Credit in accordance with Section
2.23, (iii) the Swingline Lender agrees to make Swingline Loans in accordance with Section
2.4, and (iv) each Lender agrees to purchase a participation interest in the Letters of Credit
and the Swingline Loans pursuant to the terms and conditions hereof; provided, that in no event
shall the aggregate principal amount of all outstanding Revolving Loans, Swingline Loans and
outstanding LC Exposure exceed at any time the Aggregate Revolving Commitment Amount from time to
time in effect.



               Section 2.2 Revolving Loans.



          (a) Subject to the terms and conditions set forth herein, each Lender severally agrees to
make Revolving Loans, ratably in proportion to its Pro Rata Share of the Revolving Commitments, to
the Borrowers, from time to time during the Availability Period, in an aggregate principal amount
outstanding at any time that will not result in (i) such Lender’s Revolving Credit Exposure
exceeding such Lender’s Revolving Commitment or (ii) the sum of the aggregate Revolving Credit
Exposures of all Lenders exceeding the lesser of the Aggregate Revolving Commitment Amount or the
Borrowing Base at any date of determination. During the Availability Period, the Borrowers shall
be entitled to borrow, prepay and reborrow Revolving Loans in accordance with the terms and
conditions of this Agreement; provided, that the Borrowers may not borrow or reborrow
should there exist a Default or an Event of Default.




          (b) If at any time the aggregate Revolving Credit Exposure exceeds the Aggregate Revolving
Commitment Amount or the Borrowing Base (an “Out-of-Formula Condition”), such aggregate Revolving
Credit Exposure shall nevertheless constitute Obligations that is secured by the Collateral and
entitled to all benefits thereof. In no event, however, shall Borrowers have any right whatsoever
to (i) receive any Revolving Loan, (ii) receive any Swingline Loan, or (iii) request the issuance
of any Letter of Credit if, before or after giving effect thereto, there shall exist a Default or
after giving effect thereto, an Out-of-Formula Condition would exist. Out-of-Formula Loans shall
be payable (y) no later than one (1) Business Day after the date of the Administrative Agent’s
demand for payment for so long
as the aggregate amount of Out-of-Formula Loans is less than $5,000,000, and (z) immediately
on demand if the aggregate amount of Out-of-Formula Loans is $5,000,000 or more at any time,
provided that the Borrowers shall not be entitled to more than a single payment period of one (1)
Business Day in respect of Out-of-Formula Loans in any Fiscal Quarter. For so long as an
Out-of-Formula Condition exists, the Obligations, at the election of the Administrative Agent,
shall bear interest at the Default Interest rate.




               Section 2.3 Procedure for Revolving Borrowings.



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          (a) The Borrowers shall give the Administrative Agent written notice (or telephonic notice
promptly confirmed in writing) of each Revolving Borrowing substantially in the form of
Exhibit 2.3 (a “Notice of Revolving Borrowing”) (x) prior to noon (Atlanta,
Georgia time) one (1) Business Day prior to the requested date of each Base Rate Borrowing and (y)
prior to noon (Atlanta, Georgia time) three (3) Business Days prior to the requested date of each
Eurodollar Borrowing. Each Notice of Revolving Borrowing shall be irrevocable and shall specify:
(i) the aggregate principal amount of such Borrowing, (ii) the date of such Borrowing (which shall
be a Business Day), (iii) the Type of such Revolving Loan comprising such Borrowing and (iv) in
the case of a Eurodollar Borrowing, the duration of the initial Interest Period applicable thereto
(subject to the provisions of the definition of Interest Period). Each Revolving Borrowing shall
consist entirely of Base Rate Loans or Eurodollar Loans, as the Borrowers may request. The
aggregate principal amount of each Eurodollar Borrowing shall be not less than $5,000,000 or a
larger multiple of $1,000,000, and the aggregate principal amount of each Base Rate Borrowing
shall not be less than $100,000 or a larger multiple of $50,000; provided, that Base Rate
Loans made pursuant to Section 2.4 or Section 2.23(d) may be made in lesser
amounts as provided therein. At no time shall the total number of Eurodollar Borrowings
outstanding at any time exceed five (5). Promptly following the receipt of a Notice of Revolving
Borrowing in accordance herewith, the Administrative Agent shall advise each Lender of the details
thereof and the amount of such Lender’s Revolving Loan to be made as part of the requested
Revolving Borrowing.




          (b) Unless payment is otherwise timely made by the Borrowers, the becoming due of any amount
required to be paid under this Agreement or any of the other Loan Documents as principal, accrued
interest, fees or other charges, including all reimbursable expenses of the Agents and the
Lenders, shall be deemed irrevocably to be a request for a Revolving Borrowing on the due date of
(provided the Borrowers shall not be deemed to have made any representations under Section
3.2(b) in connection therewith), and in an aggregate amount required to pay, such principal,
accrued interest, fees or other charges, and the proceeds of a Revolving Loan made pursuant
thereto may be dispersed by way of direct payment of the relevant Obligation and shall bear
interest as a Base Rate Borrowing. Administrative Agent and the Lenders shall have no obligation
to Borrowers to honor any such deemed request for a Revolving Loan, but may do so in their sole
discretion and without regard to the existence of, and without being deemed to have waived, any
Default or Event of Default.




               Section 2.4 Swingline Commitment.



          (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make
Swingline Loans to the Borrowers, from time to time during the Availability Period, in an
aggregate principal amount outstanding at any time not to exceed the lesser of (i) the Swingline
Commitment then in effect and (ii) the difference between the Aggregate Revolving Commitment
Amount and the lesser of the aggregate Revolving Credit Exposures of all Lenders or the Borrowing
Base; provided, that the Swingline Lender shall not be required to make a Swingline Loan
to refinance an outstanding Swingline Loan. The Borrowers shall be entitled to borrow, repay and
reborrow Swingline Loans in accordance with the terms and conditions of this Agreement.




- 40 -









 








          (b) The Borrowers shall give the Administrative Agent written notice (or telephonic notice
promptly confirmed in writing) of each Swingline Borrowing substantially in the form of
Exhibit 2.4 attached hereto (“Notice of Swingline Borrowing”) prior to 11:00 a.m.
(Atlanta, Georgia time) on the requested date of each Swingline Borrowing. Each Notice of
Swingline Borrowing shall be irrevocable and shall specify: (i) the principal amount of such
Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the
account of the Borrowers to which the proceeds of such Swingline Loan should be credited. The
Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline
Borrowing. Each Swingline Loan shall accrue interest at the Swingline Rate. The aggregate
principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of
$50,000, or such other minimum amounts agreed to by the Swingline Lender and the Borrowers. The
Swingline Lender will make the proceeds of each Swingline Loan available to the Borrowers in
Dollars in immediately available funds at the account specified by the Borrowers in the applicable
Notice of Swingline Borrowing not later than 1:00 p.m. (Atlanta, Georgia time) on the requested
date of such Swingline Loan.




          (c) The Swingline Lender, at any time and from time to time in its sole discretion, may, on
behalf of the Borrowers (which hereby irrevocably authorizes and directs the Swingline Lender to
act on its behalf), give a Notice of Revolving Borrowing to the Administrative Agent requesting
the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the
unpaid principal amount of any Swingline Loan on each Settlement Date or more frequently as the
Swingline Lender may elect. Each Lender will make the proceeds of its Base Rate Loan included in
such Borrowing available to the Administrative Agent for the account of the Swingline Lender in
accordance with Section 2.7, which will be used solely for the repayment of such Swingline
Loan.




          (d) If for any reason a Base Rate Borrowing may not be (as determined in the sole discretion
of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then
each Lender (other than the Swingline Lender) shall purchase an undivided participating interest
in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base
Rate Borrowing should have occurred. On the date of such required purchase, each Lender shall
promptly transfer, in immediately available funds, the amount of its participating interest to the
Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears
interest at a rate other than the Base Rate,
such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any
such participation and interest shall become payable on demand.




          (e) Each Lender’s obligation to make a Base Rate Loan pursuant to Section 2.4(c) or
to purchase the participating interests pursuant to Section 2.4(d) shall be absolute and
unconditional and shall not be affected by any circumstance, including without limitation (i) any
setoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may
have or claim against the Swingline Lender, the Borrowers or any other Person for any reason
whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any
Lender’s Revolving Commitment, (iii) the existence (or alleged existence) of any event or
condition which has had or would reasonably be expected to have a Material Adverse Effect, (iv)
any breach of this Agreement or any other Loan Document by the Borrowers, the Administrative Agent
or any Lender or (v) any other circumstance, happening

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or event whatsoever, whether or not similar
to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by
any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such
Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at
the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate
at all times thereafter. Until such time as such Lender makes its required payment, the Swingline
Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid
participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to
have assigned any and all payments made of principal and interest on its Loans and any other
amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s
participation interest in such Swingline Loans that such Lender failed to fund pursuant to this
Section 2.4, until such amount has been purchased in full.




               Section 2.5 Agent Advances.



          (a) The Administrative Agent hereby is authorized by Borrowers and the Lenders, from time to
time in Administrative Agent’s sole credit judgment (and with no obligation to do so), (1) after
the occurrence and during the continuance of a Default or an Event of Default, or (2) at any time
that any of the other applicable conditions precedent set forth in Section 3.2 (including
as to Availability) have not been satisfied, or (3) when a Borrower is unable to provide notice of
a Borrowing within the time required by Section 2.3, to make Revolving Loans to Borrowers
on its own behalf that Administrative Agent, in its sole credit judgment deems necessary or
desirable (A) to preserve or protect the Collateral or any portion thereof, (B) to enhance the
likelihood of repayment of the Obligations, or (C) to pay any other amount chargeable to Borrowers
pursuant to the terms of this Agreement (any of the advances described in this Section 2.5
shall be referred to as “Agent Advances”); provided, however, (w) that the
aggregate amount of Agent Advances outstanding at any time shall not exceed $10,000,000, (x) that
after giving effect to any such Agent Advance, the Aggregate Revolver Credit Exposure (including
all Agent Advances) shall not exceed the Aggregate Revolving Commitment Amount, (y) after giving
effect to each such Agent Advance, the aggregate Revolving Credit Exposure shall not exceed the
Borrowing Base by more than $5,000,000, and (z) at the time of the making of any such Agent
Advance, the Administrative
Agent does not believe, in good faith, that the any Out-of-Formula Condition created by such
Agent Advance will be outstanding for more than 90 days. Each Agent Advance shall be deemed to be
a Borrowing hereunder subject to the terms set forth in this Section 2.5 (provided that
the Borrowers shall not be deemed to have made any representations under Section 3.2(b) in
connection therewith). Each Agent Advance shall be secured by Administrative Agent’s Liens
granted to the Administrative Agent under the Loan Documents, shall constitute Obligations
hereunder, and shall bear interest as Base Rate Borrowings and shall be repayable on demand.
Subject to clauses (b), (c) and (d) below of this Section 2.5, all Agent Advances made by
Administrative Agent pursuant to this Section, shall be for Administrative Agent’s sole account
and shall be senior in right of payment to all other Loans (as set forth in Section 2.24).




          (b) The Administrative Agent may give at any time and from time to time, and in no event
later than 30 days after the making of an Agent Advances the Administrative Agent shall give,
notice to the Lenders requesting the Lenders to make Base Rate Loans in an amount equal to the
unpaid principal amount of any Agent Advance on the next following




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Business Day. Each Lender will
make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative
Agent for the account of the Administrative Agent, which will be used solely for the repayment of
such Agent Advances.




          (c) If for any reason a Base Rate Borrowing may not be (as determined in the sole discretion
of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then
each Lender shall purchase an undivided participating interest in such Agent Advances in an amount
equal to its Pro Rata Share thereof on the date that such Base Rate Borrowing should have
occurred. On the date of such required purchase, each Lender shall promptly transfer, in
immediately available funds, the amount of its participating interest to the Administrative Agent
for the account of the Administrative Agent. If any such Agent Advance bears interest at a rate
other than the Base Rate, such Agent Advance shall automatically become a Base Rate Loan on the
effective date of any such participation and interest shall become payable on demand.




          (d) Each Lender’s obligation to make a Base Rate Loan pursuant to Section 2.5(b) or
to purchase the participating interests pursuant to Section 2.5(c) shall be absolute and
unconditional and shall not be affected by any circumstance, including without limitation (i) any
setoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may
have or claim against the Swingline Lender, the Borrowers or any other Person for any reason
whatsoever, (ii) the existence of a Default or an Event of Default or an Out of Formula Condition
or the termination of any Lender’s Revolving Commitment, (iii) the existence (or alleged
existence) of any event or condition which has had or would reasonably be expected to have a
Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the
Borrowers, the Administrative Agent or any Lender or (v) any other circumstance, happening or
event whatsoever, whether or not similar to any of the foregoing. If such amount is not in fact
made available to the Administrative Agent in respect of Agent Advances by any Lender, the
Administrative Agent shall be entitled to recover such amount on demand from such Lender, together
with accrued interest thereon for each day from the date of demand thereof (i) at the Federal
Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times
thereafter. Until such time as such Lender makes its required payment, the Administrative Agent
shall be deemed to continue to have outstanding
Agent Advances in the amount of the unpaid participation for all purposes of the Loan
Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of
principal and interest on its Loans and any other amounts due to it hereunder, to the
Administrative Agent to fund the amount of such Lender’s participation interest in such Agent
Advances that such Lender failed to fund pursuant to this Section 2.5, until such amount
has been purchased in full.




               Section 2.6 [Reserved].



               Section 2.7 Funding of Borrowings.



          (a) Each Lender will make available each Loan to be made by it hereunder on the proposed date
thereof by wire transfer in immediately available funds by noon (Atlanta, Georgia time) to the
Administrative Agent at the Payment Office; provided, that the Swingline Loans will be
made as set forth in Section 2.4. The Administrative Agent will make such




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Loans available
to the Borrowers by promptly crediting the amounts that it receives, in like funds by the close of
business on such proposed date, to an account maintained by the Borrowers with the Administrative
Agent or at the Borrowers’ option, by effecting a wire transfer of such amounts to an account
designated by the Borrowers to the Administrative Agent.




          (b) Unless the Administrative Agent shall have been notified by any Lender prior to 5:00 p.m.
(Atlanta, Georgia time) one (1) Business Day prior to the date of a Borrowing in which such Lender
is to participate that such Lender will not make available to the Administrative Agent such
Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made
such amount available to the Administrative Agent on such date, and the Administrative Agent, in
reliance on such assumption, may make available to the Borrowers on such date a corresponding
amount. If such corresponding amount is not in fact made available to the Administrative Agent by
such Lender on the date of such Borrowing, the Administrative Agent shall be entitled to recover
such corresponding amount on demand from such Lender together with interest at the Federal Funds
Rate until the second Business Day after such demand and thereafter at the Base Rate. If such
Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand
therefor, the Administrative Agent shall promptly notify the Borrowers, and the Borrowers (to the
extent they received such amount) shall pay such corresponding amount to the Administrative Agent
within 3 Business Days together with interest at the rate specified for such Borrowing (but
without any amounts being due under Section 2.20). Nothing in this subsection shall be
deemed to relieve any Lender from its obligation to fund its Pro Rata Share of any Borrowing
hereunder or to prejudice any rights which the Borrowers may have against any Lender as a result
of any default by such Lender hereunder.




          (c) All Revolving Borrowings shall be made by the Lenders on the basis of their respective
Pro Rata Shares. No Lender shall be responsible for any default by any other
Lender in its obligations hereunder, and each Lender shall be obligated to make its Loans
provided to be made by it hereunder, regardless of the failure of any other Lender to make its
Loans hereunder.




               Section 2.8 Interest Elections.



          (a) Each Borrowing initially shall be of the Type specified in the applicable Notice of
Borrowing, and in the case of a Eurodollar Borrowing, shall have an initial Interest Period as
specified in such Notice of Borrowing. Thereafter, the Borrowers may elect to convert such
Borrowing into a different Type or to continue such Borrowing, and in the case of a Eurodollar
Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.8. The
Borrowers may elect different options with respect to different portions of the affected
Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding
Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a
separate Borrowing. This Section shall not apply to Swingline Borrowings, which may not be
converted or continued.




          (b) To make an election pursuant to this Section 2.8, the Borrowers shall give the
Administrative Agent prior written notice (or telephonic notice promptly confirmed in

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writing) of
each Borrowing substantially in the form of Exhibit 2.8 attached hereto (a “Notice of
Conversion/Continuation”) that is to be converted or continued, as the case may be, (x) prior
to noon (Atlanta, Georgia time) one (1) Business Day prior to the requested date of a conversion
into a Base Rate Borrowing and (y) prior to noon (Atlanta, Georgia time) three (3) Business Days
prior to a continuation of or conversion into a Eurodollar Borrowing. Each such Notice of
Conversion/Continuation shall be irrevocable and shall specify (i) the Borrowing to which such
Notice of Continuation/Conversion applies and if different options are being elected with respect
to different portions thereof, the portions thereof that are to be allocated to each resulting
Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) shall
be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant
to such Notice of Continuation/Conversion, which shall be a Business Day, (iii) whether the
resulting Borrowing is to be a Base Rate Borrowing or a Eurodollar Borrowing; and (iv) if the
resulting Borrowing is to be a Eurodollar Borrowing, the Interest Period applicable thereto after
giving effect to such election, which shall be a period contemplated by the definition of
“Interest Period”. If any such Notice of Continuation/Conversion requests a Eurodollar Borrowing
but does not specify an Interest Period, the Borrowers shall be deemed to have selected an
Interest Period of one month. The principal amount of any resulting Borrowing shall satisfy the
minimum borrowing amount for Eurodollar Borrowings and Base Rate Borrowings set forth in
Section 2.3.




          (c) If, on the expiration of any Interest Period in respect of any Eurodollar Borrowing, the
Borrowers shall have failed to deliver a Notice of Conversion/ Continuation, then, unless such
Borrowing is repaid as provided herein, the Borrowers shall be deemed to have elected to convert
such Borrowing to a Base Rate Borrowing. No Borrowing may be converted into, or continued as, a
Eurodollar Borrowing if an Event of Default has occurred and is continuing, unless the
Administrative Agent and each of the Lenders shall have otherwise
consented in writing. No conversion of any Eurodollar Loans shall be permitted except on the
last day of the Interest Period in respect thereof.




          (d) Upon receipt of any Notice of Conversion/Continuation, the Administrative Agent shall
promptly notify each Lender of the details thereof and of such Lender’s portion of each resulting
Borrowing.




               Section 2.9 Optional Reduction and Termination of Commitments.



          (a) Unless previously terminated, all Revolving Commitments, Swingline Commitments and LC
Commitments shall terminate on the Revolving Commitment Termination Date.




          (b) Upon at least three (3) Business Days’ prior written notice (or telephonic notice
promptly confirmed in writing) to the Administrative Agent (which notice shall be irrevocable) at
any time after April 30, 2006, the Borrowers may reduce the Aggregate Revolving Commitments in
part; provided, that (i) any partial reduction shall apply to reduce proportionately and
permanently the Revolving Commitment of each Lender, (ii) any partial reduction pursuant to this
Section 2.9 shall be in an amount of at least $20,000,000 and any larger multiple of
$1,000,000, and (iii) no such reduction shall be permitted which would




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reduce the Aggregate
Revolving Commitment Amount to an amount less than the outstanding Revolving Credit Exposures of
all Lenders. Any such reduction in the Aggregate Revolving Commitment Amount below the sum of the
principal amount of the Swingline Commitment and the LC Commitment shall result in a proportionate
reduction (rounded to the next lowest integral multiple of $100,000) in the Swingline Commitment
and the LC Commitment.




          (c) Upon at least three (3) Business Days’ prior written notice (or telephonic notice
promptly confirmed in writing) to the Administrative Agent (which notice shall be irrevocable) the
Borrowers may terminate the Aggregate Revolving Commitments in whole.




               Section 2.10 Repayment of Loans.



          (a) The outstanding principal amount of all Revolving Loans shall be due and payable
(together with accrued and unpaid interest thereon) on the Revolving Commitment Termination Date.




          (b) The principal amount of each Swingline Borrowing shall be due and payable (together with
accrued and unpaid interest thereon) on the Revolving Commitment Termination Date.




               Section 2.11 Evidence of Indebtedness.



          (a) Each Lender shall maintain in accordance with its usual practice appropriate records
evidencing the Indebtedness of the Borrowers to such Lender resulting from each Loan made by such
Lender from time to time, including the amounts of principal and interest payable thereon and paid
to such Lender from time to time under this Agreement. The Administrative Agent shall maintain
appropriate records in which shall be recorded (i) the Revolving Commitment of each Lender, (ii)
the amount of each Loan made hereunder by each Lender, the Class and Type thereof and the Interest
Period applicable thereto, (iii) the date of each continuation thereof pursuant to Section
2.8, (iv) the date of each conversion of all or a portion thereof to another Type pursuant to
Section 2.8, (v) the date and amount of any principal or interest due and payable or to
become due and payable from the Borrowers to each Lender hereunder in respect of such Loans and
(vi) both the date and amount of any sum received by the Administrative Agent hereunder from the
Borrowers in respect of the Loans and each Lender’s Pro Rata Share thereof. The entries made in
such records shall be prima facie evidence of the existence and amounts of the obligations of the
Borrowers therein recorded; provided, that the failure or delay of any Lender or the
Administrative Agent in maintaining or making entries into any such record or any error therein
shall not in any manner affect the obligation of the Borrowers to repay the Loans (both principal
and unpaid accrued interest) of such Lender in accordance with the terms of this Agreement.




          (b) At the request of any Lender (including the Swingline Lender) at any time, the Borrowers
agree that they will execute and deliver to such Lender a Revolving Credit Note and, in the case of
the Swingline Lender only, a Swingline Note, payable to the order of such Lender.




               Section 2.12 Optional Prepayments. The Borrowers shall have the right at any time and from
time to time to prepay any Borrowing, in whole or in part, without



- 46 -









 




premium or penalty, by giving
irrevocable written notice (or telephonic notice promptly confirmed in writing) to the
Administrative Agent no later than (i) in the case of prepayment of any Eurodollar Borrowing, noon
(Atlanta, Georgia time) not less than three (3) Business Days prior to any such prepayment, (ii)
in the case of any prepayment of any Base Rate Borrowing, not less than one Business Day prior to
the date of such prepayment, and (iii) in the case of Swingline Borrowings, prior to noon (Atlanta,
Georgia time) on the date of such prepayment. Each such notice shall be irrevocable and shall
specify the proposed date of such prepayment and the principal amount of each Borrowing or portion
thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly
notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such
prepayment. If such notice is given, the aggregate amount specified in such notice shall be due
and payable on the date designated in such notice, together with accrued interest to such date on
the amount so prepaid in accordance with Section 2.14(e); provided, that if a
Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable
thereto, no such prepayment shall be in an amount of less than $500,000 and the Borrowers shall
also pay all amounts required pursuant to Section 2.20 with respect thereto. Each partial
prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted
in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.2
or in the case of a Swingline Loan pursuant to Section 2.4. Each prepayment of a Borrowing
shall be applied ratably to the Loans comprising such Borrowing.




               Section 2.13 Mandatory Prepayments.



          (a) Immediately upon receipt by the Borrowers or any of their Subsidiaries of proceeds of any
sale or disposition by the Borrowers or such Subsidiary of any of its assets (excluding (i) sales
of inventory in the ordinary course of business, including all sales and transfers of Petroleum
Products under the Marketing Agreement, (ii) sales of obsolete equipment, (iii) sales of assets
the proceeds of which are invested into the businesses of the Borrowers and their Subsidiaries
within 180 days after such assets are sold and (iv) so long as no Event of Default has occurred
and is continuing, other sales of assets of the Borrowers or any of their Subsidiaries with an
aggregate book value not to exceed $1,000,000 in any Fiscal Year) the Borrowers shall prepay the
Loans in an amount equal to all such proceeds, net of commissions and other reasonable and
customary transaction costs, fees and expenses properly attributable to such transaction and
payable by such Borrowers in connection therewith (in each case, paid to non-Affiliates). Any
such prepayment shall be applied in accordance with paragraph (c) below.




          (b) If the Borrowers or any of their Subsidiaries issues any debt or equity securities (other
than Indebtedness permitted under Section 7.1, equity securities issued by a Subsidiary of
a Borrower to another Borrower or another Subsidiary) then no later than the Business Day
following the date of receipt of the proceeds thereof, the Borrowers shall prepay the Loans in an
amount equal to all such proceeds, net of underwriting discounts and commissions and other
reasonable costs paid to non-Affiliates in connection therewith. Any such prepayment shall be
applied in accordance with Section 2.13(c).




          (c) Any prepayments made by the Borrowers pursuant to Sections 2.13(a) or
(b) above shall be applied as follows: first, to Administrative Agent’s fees and
reimbursable

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expenses then due and payable pursuant to any of the Loan Documents; second,
to all other fees and reimbursable expenses of the Lenders and the Issuing Bank then due and
payable pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Bank based
on their respective Pro Rata Shares of such fees and expenses; third, to interest then due
and payable on the Loans made to Borrowers, pro rata to the Lenders based on their respective
Revolving Commitments; fourth, to the principal balance of the Swingline Loans, until the
same shall have been paid in full, to the Swingline Lender; fifth, to the principal
balance of the Revolving Loans, until the same shall have been paid in full, pro rata to the
Lenders based on their respective Revolving Commitments; sixth, to cash collateralize the
Letters of Credit in accordance with Section 2.23(g) in an amount in cash equal to the LC
Exposure as of such date plus any accrued and unpaid fees thereon and seventh, to the Cash
Collateral Account. The Revolving Commitments of the Lenders shall not be permanently reduced by
the amount of any prepayments made pursuant to clauses fourth and fifth above.




          (d) If at any time the Revolving Credit Exposure of all Lenders exceeds the Aggregate
Revolving Commitment Amount, as reduced pursuant to Section 2.9 or otherwise, the
Borrowers shall immediately repay Swingline Loans and Revolving Loans in an amount equal to such
excess, together with all accrued and unpaid interest on such excess amount and any amounts due
under Section 2.20. Each prepayment shall be applied first to the Swingline
Loans to the full extent thereof, second to the Base Rate Loans to the full extent thereof,
and finally to Eurodollar Loans to the full extent thereof. If after giving effect to prepayment
of all Swingline Loans and Revolving Loans, the Revolving Credit Exposure of all Lenders exceeds
the Aggregate Revolving Commitment Amount, the Borrowers shall deposit in an account with the
Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing
Bank and the Lenders, an amount in cash equal to such excess plus any accrued and unpaid fees
thereon to be held as collateral for the LC Exposure. Such account shall be administered in
accordance with Section 2.23(g) hereof.




               Section 2.14 Interest on Loans.



          (a) The Borrowers shall pay interest on each Base Rate Loan at the Base Rate in effect from
time to time and on each Eurodollar Loan at the Adjusted LIBO Rate for the applicable Interest
Period in effect for such Loan, plus, in each case, the Applicable Margin in effect from time to
time.




          (b) The Borrowers shall pay interest on each Swingline Loan at the Swingline Rate in effect
from time to time.




          (c) While an Event of Default exists or after acceleration, at the option of the Required
Lenders, the Borrowers shall pay interest (“Default Interest”) with respect to all
Eurodollar Loans at the rate otherwise applicable for the then-current Interest Period plus an
additional 2% per annum until the last day of such Interest Period, and thereafter, and with
respect to all Base Rate Loans (including all Swingline Loans) and all other Obligations hereunder
(other than Loans), at the rate in effect for Base Rate Loans, plus an additional 2% per annum.




- 48 -









 








          (d) Interest on the principal amount of all Loans shall accrue from and including the date
such Loans are made to but excluding the date of any repayment thereof. Interest on all
outstanding Base Rate Loans shall be payable monthly in arrears on the last day of each calendar
month and on the Revolving Commitment Termination Date, as the case may be. Interest on all
outstanding Eurodollar Loans shall be payable on the last day of each Interest Period applicable
thereto, and, in the case of any Eurodollar Loans having an Interest Period in excess of three
months or 90 days, respectively, on each day which occurs every three months or 90 days, as the
case may be, after the initial date of such Interest Period, and on the Revolving Commitment
Termination Date. Interest on each Swingline Loan shall be payable on the maturity date of such
Loan, which shall be the last day of the Interest Period applicable thereto, and on the Revolving
Commitment Termination Date. Interest on any Loan which is converted into a Loan of another Type
or which is repaid or prepaid shall be payable on the date of such conversion or on the date of
any such repayment or prepayment (on the amount repaid or prepaid) thereof. All Default Interest
shall be payable on demand.




          (e) The Administrative Agent shall determine each interest rate applicable to the Loans
hereunder and shall promptly notify the Borrowers and the Lenders of such rate in
writing (or by telephone, promptly confirmed in writing). Any such determination shall be
conclusive and binding for all purposes, absent manifest error.




          (f) The Base Rate on the date hereof is 8.25% per annum and, therefore, the rate of interest
in effect hereunder on the date hereof, expressed in simple interest terms, is 8.50% per annum
with respect to any portion of the Revolving Loans bearing interest as a Base Rate Loan. The
Swingline Rate on the date hereof is 8.25% per annum and, therefore, the rate of interest in
effect hereunder on the date hereof, expressed in simple interest terms, is 8.50% per annum with
respect to Swingline Loans.




               Section 2.15 Fees.



          (a) The Borrowers shall pay to the Administrative Agent for its own account fees in the
amounts and at the times agreed upon in the Fee Letter.




          (b) The Borrowers agree to pay to the Administrative Agent for the account of each Lender a
commitment fee, which shall accrue at the Applicable Percentage per annum (determined daily in
accordance with Schedule I) on the daily amount of the unused Revolving Commitment of such
Lender during the Availability Period. For purposes of computing commitment fees with respect to
the Revolving Commitments, the Revolving Commitment of each Lender shall be deemed used to the
extent of the outstanding Revolving Loans and LC Exposure, but not Swingline Exposure, of such
Lender.




          (c) The Borrowers agree to pay (i) to the Administrative Agent, for the account of each
Lender, a letter of credit fee with respect to its participation in each Letter of Credit, which
shall accrue at a rate per annum equal to the Applicable Margin for Eurodollar Loans then in
effect on the average daily amount of such Lender’s LC Exposure attributable to such Letter of
Credit during the period from and including the date of issuance of such Letter of Credit to but
excluding the date on which such Letter of Credit expires or is drawn in full (including without
limitation any LC Exposure that remains outstanding after the Revolving




- 49 -









 







Commitment Termination
Date) and (ii) to the Issuing Bank for its own account a fronting fee, which shall accrue at the
rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion
thereof attributable to unreimbursed LC Disbursements) during the Availability Period (or until
the date that such Letter of Credit is irrevocably cancelled, whichever is later), as well as the
Issuing Bank’s standard fees with respect to issuance, amendment, renewal or extension of any
Letter of Credit or processing of drawings thereunder. Notwithstanding the foregoing, if the
Required Lenders elect to increase the interest rate on the Loans to the Default Interest pursuant
to Section 2.14(c), the rate per annum used to calculate the letter of credit fee pursuant
to clause (i) above shall automatically be increased by an additional 2% per annum.




          (d) The Borrowers shall pay to the Administrative Agent, for the ratable benefit of each
Lender, the upfront fee previously agreed upon by the Borrowers and the Administrative Agent,
which shall be due and payable on the Closing Date.




          (e) Accrued fees under paragraphs (b) and (c) above shall be payable quarterly in arrears on
the last day of each March, June, September and December, commencing on December 31, 2006 and on
the Revolving Commitment Termination Date (and if later, the date the Loans and LC Exposure shall
be repaid in their entirety); provided further, that any such fees accruing after
the Revolving Commitment Termination Date shall be payable on demand.




          (f) The Borrowers shall pay audit, appraisal, and valuation fees and charges as follows (each
of which shall be for the sole benefit of the applicable Agent relating thereto): (i) a fee of
$850 per day, per auditor, plus reasonable out-of-pocket expenses for each financial audit of
Borrowers performed by personnel employed by the Administrative Agent, (ii) if implemented, a fee
of $850 per day, per applicable individual, plus out-of-pocket expenses for the establishment of
electronic collateral reporting systems, (iii) a fee of $850 per day per appraiser, plus
out-of-pocket expenses, for each appraisal or field audit of the Collateral, or any portion
thereof, performed by personnel employed by the Collateral Agent, and (iv) the actual reasonable
charges paid or incurred by the Administrative Agent or Collateral Agent, as applicable (for the
sole benefit of such Agents) if it elects to employ the services of one or more third Persons to
perform financial audits of Borrowers or a Subsidiary, to establish electronic collateral
reporting systems, to appraise the Collateral, or any portion thereof, or to assess a Borrower’s
or its Subsidiaries’ business valuation; provided, however, that so long as no
Event of Default has occurred and is continuing, Borrowers shall only be obligated to pay for fees
and expenses incurred for financial and/or field audits conducted no more frequently than three
(3) times per calendar year in the aggregate (it being understood that simultaneously conducted
financial and field audits shall be considered as a single audit for purposes of the foregoing
limitation).




               Section 2.16 Computation of Interest and Fees.



          All computations of interest and fees hereunder shall be made on the basis of a year of 360
days for the actual number of days (including the first day but excluding the last day) occurring
in the period for which such interest or fees are payable (to the extent computed on the basis of
days elapsed). Each determination by the Administrative Agent of an interest amount or





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fee hereunder shall be made in good faith and, except for manifest error, shall be final,
conclusive and binding for all purposes.




               Section 2.17 Inability to Determine Interest Rates. If prior to the commencement of any
Interest Period for any Eurodollar Borrowing,




     (i) the Administrative Agent shall have determined (which determination shall be
conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the
relevant interbank market, adequate means do not exist for ascertaining LIBOR for such
Interest Period, or




     (ii) the Administrative Agent shall have received notice from the Required Lenders that
the Adjusted LIBO Rate does not adequately and fairly reflect the cost to such Lenders (or
Lender, as the case may be) of making, funding or maintaining their (or its, as the case may
be) Eurodollar Loans for such Interest Period,


the Administrative Agent shall give written notice (or telephonic notice, promptly confirmed in
writing) to the Borrowers and to the Lenders as soon as practicable thereafter. In the case of
Eurodollar Loans, until the Administrative Agent shall notify the Borrowers and the Lenders that
the circumstances giving rise to such notice no longer exist, (i) the obligations of the Lenders to
make Eurodollar Revolving Loans or to continue or convert outstanding Loans as or into Eurodollar
Loans shall be suspended and (ii) all such affected Loans shall be converted into Base Rate Loans
on the last day of the then current Interest Period applicable thereto unless the Borrowers prepay
such Loans in accordance with this Agreement. Unless the Borrowers notify the Administrative Agent
at least one Business Day before the date of any Eurodollar Revolving Borrowing for which a Notice
of Revolving Borrowing has previously been given that it elects not to borrow on such date, then
such Revolving Borrowing shall be made as a Base Rate Borrowing.




               Section 2.18 Illegality. If any Change in Law shall make it unlawful or impossible for any
Lender to make, maintain or fund any Eurodollar Loan and such Lender shall so notify the
Administrative Agent, the Administrative Agent shall promptly give notice thereof to the Borrowers
and the other Lenders, whereupon until such Lender notifies the Administrative Agent and the
Borrowers that the circumstances giving rise to such suspension no longer exist, the obligation of
such Lender to make Eurodollar Revolving Loans, or to continue or convert outstanding Loans as or
into Eurodollar Loans, shall be suspended. In the case of the making of a Eurodollar Revolving
Borrowing, such Lender’s Revolving Loan shall be made as a Base Rate Loan as part of the same
Revolving Borrowing for the same Interest Period and if the affected Eurodollar Loan is then
outstanding, such Loan shall be converted to a Base Rate Loan either (i) on the last day of the
then current Interest Period applicable to such Eurodollar Loan if such Lender may lawfully
continue to maintain such Loan to such date or (ii) immediately if such Lender shall determine that
it may not lawfully continue to maintain such Eurodollar Loan to such date (provided that no amount
shall be due under Section 2.20 in connection therewith). Notwithstanding the foregoing,
the affected Lender shall, prior to giving such notice to the Administrative Agent, designate a
different Applicable Lending Office if such designation would avoid the need for giving such notice
and if such designation would not



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otherwise be materially disadvantageous to such Lender in the good faith exercise of its
discretion.




               Section 2.19 Increased Costs.




     (a) If any Change in Law shall:




     (i) impose, modify or deem applicable any reserve, special deposit or similar
requirement that is not otherwise included in the determination of the Adjusted LIBO Rate
hereunder against assets of, deposits with or for the account of, or credit extended by, any
Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the
Issuing Bank; or




     (ii) impose on any Lender or on the Issuing Bank or the Eurodollar interbank market any
other condition affecting this Agreement or any Eurodollar Loans made by such Lender or any
Letter of Credit or any participation therein;


and the result of either of the foregoing is to increase the cost to such Lender of making,
converting into, continuing or maintaining a Eurodollar Loan or to increase the cost to such Lender
or the Issuing Bank of participating in or issuing any Letter of Credit or to reduce the amount
received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest
or any other amount), then the Borrowers shall promptly pay, upon written notice from and demand
by such Lender on the Borrowers (with a copy of such notice and demand to the Administrative
Agent), to the Administrative Agent for the account of such Lender, within 20 calendar days after
the date of such notice and demand, additional amount or amounts sufficient to compensate such
Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction
suffered.




          (b) If any Lender or the Issuing Bank shall have determined that on or after the date of this
Agreement any Change in Law regarding capital requirements has or would have the effect of
reducing the rate of return on such Lender’s or the Issuing Bank’s capital (or on the capital of
such Lender’s or the Issuing Bank’s parent corporation) as a consequence of its obligations
hereunder or under or in respect of any Letter of Credit to a level below that which such Lender
or the Issuing Bank or such Lender’s or the Issuing Bank’s parent corporation could have achieved
but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies
or the policies of such Lender’s or the Issuing Bank’s parent corporation with respect to capital
adequacy) then, from time to time, within twenty (20) calendar days after receipt by the Borrowers
of written demand by such Lender (with a copy thereof to the Administrative Agent), the Borrowers
shall pay to such Lender such additional amounts as will compensate such Lender or the Issuing
Bank or such Lender’s or the Issuing Bank’s parent corporation for any such reduction suffered.



          (c) A certificate of a Lender or the Issuing Bank setting forth the amount or amounts
necessary to compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s
parent corporation, as the case may be, specified in paragraph (a) or (b) of this Section
2.19 shall be delivered to the Borrowers (with a copy to the Administrative Agent) and shall
be conclusive, absent manifest error. The Borrowers shall pay any such Lender or the



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Issuing Bank, as the case may be, such amount or amounts within twenty (20) calendar days
after receipt thereof.



          (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation
pursuant to this Section 2.19 shall not constitute a waiver of such Lender’s or the
Issuing Bank’s right to demand such compensation; provided Borrowers shall have no obligation to
pay any such amounts with respect to any period which was more than 120 days prior to the date of
such notice.



               Section 2.20 Funding Indemnity. In the event of (a) the payment of any principal of a
Eurodollar Loan other than on the last day of the Interest Period applicable thereto (including as
a result of an Event of Default), (b) the conversion or continuation of a Eurodollar Loan other
than on the last day of the Interest Period applicable thereto, or (c) the failure by the Borrowers
to borrow, prepay, convert or continue any Eurodollar Loan on the date specified in any applicable
notice (regardless of whether such notice is withdrawn or revoked), then, in any such event, the
Borrowers shall compensate each Lender, within five (5) Business Days after written demand from
such Lender, for any loss, cost or expense attributable to such event. In the case of a Eurodollar
Loan, such loss, cost or expense shall be deemed to include an amount determined by such Lender to
be the excess, if any, of (A) the amount of interest that would have accrued on the principal
amount of such Eurodollar Loan if such event had not occurred at the Adjusted LIBO Rate applicable
to such Eurodollar Loan for the period from the date of such event to the last day of the then
current Interest Period therefor (or in the case of a failure to borrow, convert or continue, for
the period that would have been the Interest Period for such Eurodollar Loan) over (B) the amount
of interest that would accrue on the principal amount of such Eurodollar Loan for the same period
if the Adjusted LIBO Rate were set on the date such Eurodollar Loan was prepaid or converted or the
date on which the Borrowers failed to borrow, convert or continue such Eurodollar Loan. A
certificate as to any additional amount payable under this Section 2.20 submitted to the
Borrowers by any Lender (with a copy to the Administrative Agent) shall be conclusive, absent
manifest error.



               Section 2.21 Taxes.



          (a) Any and all payments by or on account of any obligation of the Borrowers hereunder shall
be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes;
provided, that if the Borrowers shall be required to deduct any Indemnified Taxes or
Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to additional sums payable
under this Section 2.21) the Administrative Agent, any Lender or the Issuing Bank (as the
case may be) shall receive an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrowers shall make such deductions and (iii) the Borrowers
shall pay the full amount deducted to the relevant Governmental Authority in accordance with
applicable law.



          (b) In addition, the Borrowers shall pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.



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          (c) The Borrowers shall indemnify the Administrative Agent, each Lender and the Issuing
Bank, within five (5) Business Days after written demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or the Issuing
Bank, as the case may be, on or with respect to any payment by or on account of any obligation of
the Borrowers hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section 2.21) and any penalties, interest and
reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified
Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered to the Borrowers
by a Lender or the Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of
a Lender or the Issuing Bank, shall be conclusive absent manifest error. Notwithstanding anything
to the contrary contained in this Section 2.21(c), the Borrowers shall not be obligated to
indemnify the Administrative Agent, any Lender or the Issuing Bank for any portion of such
penalties, interest and reasonable expenses to the extent such liability is attributable to a
failure or delay by the Administrative Agent, such Lender or the Issuing Bank, as applicable, in
making demand for such Indemnified Taxes or Other Taxes.



          (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the
Borrowers to a Governmental Authority, the Borrowers shall deliver to the Administrative Agent
the original or a certified copy of a receipt issued by such Governmental Authority evidencing
such payment, a copy of the return reporting such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent.



          (e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax
under the Code or any treaty to which the United States is a party, with respect to payments under
this Agreement shall deliver to the Borrowers (with a copy to the Administrative Agent), at the
time or times prescribed by applicable law, such properly completed and executed documentation
prescribed by applicable law or reasonably requested by the Borrowers as will permit such
payments to be made without withholding or at a reduced rate. Without limiting the generality of
the foregoing, each Foreign Lender agrees that it will deliver to the Administrative Agent and the
Borrowers (or in the case of a Participant, to the Lender from which the related participation
shall have been purchased), as appropriate, two (2) duly completed copies of (i) Internal Revenue
Service Form W-8 ECI, or any successor form thereto, certifying that the payments received from
the Borrowers hereunder are effectively connected with such Foreign Lender’s conduct of a trade
or business in the United States; or (ii) Internal Revenue Service Form W-8 BEN, or any successor
form thereto, certifying that such Foreign Lender is entitled to benefits under an income tax
treaty to which the United States is a party which reduces the rate of withholding tax on payments
of interest; or (iii) Internal Revenue Service Form W-8 BEN, or any successor form prescribed by
the Internal Revenue Service, together with a certificate (A) establishing that the payment to the
Foreign Lender qualifies as “portfolio interest” exempt from U.S. withholding tax under Code
section 871(h) or 881(c), and (B) stating that (1) the Foreign Lender is not a bank for purposes
of Code section 881(c)(3)(A), or the obligation of the Borrowers hereunder is not, with
respect to such Foreign Lender, a loan agreement entered into in the ordinary course of its trade
or business, within the meaning of that section; (2) the Foreign Lender is not a 10% shareholder
of any Borrower within the meaning of Code section 871(h)(3) or 881(c)(3)(B); and (3) the Foreign
Lender is



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not a controlled foreign corporation that is related to a Borrower within the meaning of Code
section 881(c)(3)(C); or (iv) such other Internal Revenue Service forms as may be applicable to
the Foreign Lender, including Forms W-8 IMY or W-8 EXP. Each such Foreign Lender shall deliver to
the Borrowers and the Administrative Agent such forms on or before the date that it becomes a
party to this Agreement (or in the case of a Participant, on or before the date such Participant
purchases the related participation). In addition, each such Foreign Lender shall deliver such
forms promptly upon the obsolescence or invalidity of any form previously delivered by such
Foreign Lender. Each such Foreign Lender shall promptly notify the Borrowers and the
Administrative Agent at any time that it determines that it is no longer in a position to provide
any previously delivered certificate to the Borrowers (or any other form of certification adopted
by the Internal Revenue Service for such purpose).



          (f) Upon the Borrowers’ reasonable request, each Lender that is a “United States person” as
defined in Section 7701(a)(30) of the Code shall deliver to the Borrowers and the Administrative
Agent two (2) duly completed copies of Internal Revenue Service Form W-9 (or applicable successor
form) to establish that such Lender is entitled to receive all payments from the Borrowers
hereunder free and clear from withholding of United States federal income Tax.



          (g) If the Borrowers are required to pay additional amounts to the Administrative Agent, any
Lender or the Issuing Bank pursuant to Section 2.21(a) or required to indemnify the
Administrative Agent, any Lender or the Issuing Bank pursuant to Section 2.21(c) and if
the Administrative Agent, such Lender or Issuing Bank may be entitled to a refund which is
attributable to the imposition of Indemnified Taxes or Other Taxes giving rise to the payment of
additional amounts or an indemnification payment, then the Administrative Agent, such Lender or
the Issuing Bank shall use its best effort to obtain the refund by filing any forms, certificates,
documents, applications or returns in a timely fashion. In the event that the Administrative
Agent, Lender or Issuing Bank receives a refund in respect of Indemnified Taxes or Other Taxes as
to which it has been paid additional amounts by the Borrowers pursuant to Section 2.21(a)
or been indemnified pursuant to Section 2.21(c), then the Administrative Agent, such
Lender or the Issuing Bank shall promptly remit to the Borrowers the amount of such refund.



               Section 2.22 Payments Generally; Pro Rata Treatment; Sharing of Set-offs.



          (a) The Borrowers shall make each payment required to be made by them hereunder (whether of
principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under
Sections 2.19, 2.20 or 2.21, or otherwise) prior to 12:00 noon (Atlanta,
Georgia time) on the date when due, in immediately available funds, free and clear of any
defenses, rights of set-off, counterclaim, or withholding or deduction of taxes. Any amounts
received after such time on any date may, in the discretion of the Administrative Agent, be deemed
to have been received on the next succeeding Business Day for purposes of calculating interest
thereon. All such payments shall be made to the Administrative Agent at the Payment Office,
except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided
herein and except that payments pursuant to Sections 2.19, 2.20 and 2.21
and 10.3 shall be made directly to the Persons entitled thereto. The Administrative Agent
shall



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distribute any such payments received by it for the account of any other Person to the
appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due
on a day that is not a Business Day, the date for payment shall be extended to the next succeeding
Business Day, and, in the case of any payment accruing interest, interest thereon shall be made
payable for the period of such extension. All payments hereunder shall be made in Dollars.



          (b) If at any time insufficient funds are received by and available to the Administrative
Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then
due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then
due hereunder, ratably among the parties entitled thereto in accordance with the amounts of
interest and fees then due to such parties, and (ii) second, towards payment of principal and
unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in
accordance with the amounts of principal and unreimbursed LC Disbursements then due to such
parties.



          (c) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of its Revolving Loans or
participations in LC Disbursements or Swingline Loans that would result in such Lender receiving
payment of a greater proportion of the aggregate amount of its Revolving Loans and participations
in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received
by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at
face value) participations in the Revolving Loans and participations in LC Disbursements and
Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments
shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Revolving Loans and participations in LC Disbursements and
Swingline Loans; provided, that (i) if any such participations are purchased and all or
any portion of the payment giving rise thereto is recovered, such participations shall be
rescinded and the purchase price restored to the extent of such recovery, without interest, and
(ii) the provisions of this paragraph shall not be construed to apply to any payment made by the
Borrowers pursuant to and in accordance with the express terms of this Agreement or any payment
obtained by a Lender as consideration for the assignment of or sale of a participation in any of
its Loans or participations in LC Disbursements or Swingline Loans to any assignee or participant,
other than to the Borrowers or any Subsidiary or Affiliate thereof (as to which the provisions of
this paragraph shall apply). The Borrowers consent to the foregoing and agree, to the extent it
may effectively do so under applicable law, that any Lender acquiring a participation pursuant to
the foregoing arrangements may exercise against the Borrowers rights of set-off and counterclaim
with respect to such participation as fully as if such Lender were a direct creditor of the
Borrowers in the amount of such participation.



          (d) Unless the Administrative Agent shall have received notice from the Borrowers prior to
the date on which any payment is due to the Administrative Agent for the account of the Lenders or
the Issuing Bank hereunder that the Borrowers will not make such payment, the Administrative Agent
may assume that the Borrowers have made such payment on such date in accordance herewith and may,
in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may
be, the amount or amounts due. In such event,



 - 56 - 









 







if the Borrowers have not in fact made such payment, then each of the Lenders or the Issuing
Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on
demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each
day from and including the date such amount is distributed to it to but excluding the date of
payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules on interbank
compensation.



          (e) If any Lender shall fail to make any payment required to be made by it pursuant to
Section 2.4(d), 2.7(b), 2.22(d), 2.23(d) or (e) or
10.3(d), then the Administrative Agent may, in its discretion (notwithstanding any
contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for
the account of such Lender to satisfy such Lender’s obligations under such Sections until all such
unsatisfied obligations are fully paid.



               Section 2.23 Letters of Credit.



          (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the
other Lenders pursuant to Section 2.23(d), agrees to issue, at the request of the
Borrowers, Letters of Credit for the account of the Borrowers on the terms and conditions
hereinafter set forth; provided, that (i) each Letter of Credit shall expire on the
earlier of (A) the stated expiry date of such Letter of Credit (or in the case of any renewal or
extension thereof, the expiry date of any such renewal or extension) and (B) the date that is five
(5) Business Days prior to the Revolving Commitment Termination Date; (ii) each Letter of Credit
shall be in a stated amount of at least $1,000,000; and (iii) the Borrowers may not request any
Letter of Credit, if, after giving effect to such issuance (A) the aggregate LC Exposure would
exceed the LC Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would
exceed the lesser of the Aggregate Revolving Commitment Amount or the Borrowing Base. Upon the
issuance of each Letter of Credit each Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the Issuing Bank without recourse a participation in such
Letter of Credit equal to such Lender’s Pro Rata Share of the aggregate amount available to be
drawn under such Letter of Credit. Each issuance of a Letter of Credit shall be deemed to utilize
the Revolving Commitment of each Lender by an amount equal to the amount of such participation.



          (b) To request the issuance of a Letter of Credit (or any amendment, renewal or extension of
an outstanding Letter of Credit), the Borrowers shall give the Issuing Bank and the Administrative
Agent irrevocable written notice at least three (3) Business Days prior to the requested date of
such issuance specifying the date (which shall be a Business Day) such Letter of Credit is to be
issued (or amended, extended or renewed, as the case may be), the expiration date of such Letter
of Credit, the amount of such Letter of Credit, the name and address of the beneficiary thereof
and such other information as shall be necessary to prepare, amend, renew or extend such Letter of
Credit. In addition to the satisfaction of the conditions in Article III, the issuance of
such Letter of Credit (or any amendment which increases the amount of such Letter of Credit) will
be subject to the further conditions that such Letter of Credit shall be in such form and contain
such terms as the Issuing Bank shall approve and that the Borrowers shall have executed and
delivered any additional applications, agreements and instruments



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relating to such Letter of Credit as the Issuing Bank shall reasonably require;
provided, that in the event of any conflict between such applications, agreements or
instruments and this Agreement, the terms of this Agreement shall control.



          (c) At least two Business Days prior to the issuance of any Letter of Credit, the Issuing
Bank will confirm with the Administrative Agent (by telephone or in writing) that the
Administrative Agent has received such notice and if not, the Issuing Bank will provide the
Administrative Agent with a copy thereof. Unless the Issuing Bank has received notice from the
Administrative Agent on or before 2:00 p.m. on the Business Day immediately preceding the date the
Issuing Bank is to issue the requested Letter of Credit (1) directing the Issuing Bank not to
issue the Letter of Credit because such issuance is not then permitted hereunder because of the
limitations set forth in Section 2.23(a) or that one or more conditions specified in
Article III are not then satisfied, then, subject to the terms and conditions hereof, the
Issuing Bank shall, on the requested date, issue such Letter of Credit in accordance with the
Issuing Bank’s usual and customary business practices.



          (d) The Issuing Bank shall examine all documents purporting to represent a demand for payment
under a Letter of Credit promptly following its receipt thereof. The Issuing Bank shall notify
the Borrowers and the Administrative Agent of such demand for payment and whether the Issuing Bank
has made or will make a LC Disbursement thereunder; provided, that any failure to give or
delay in giving such notice shall not relieve the Borrowers of their obligation to reimburse the
Issuing Bank and the Lenders with respect to such LC Disbursement. The Borrowers shall be
irrevocably and unconditionally obligated to reimburse the Issuing Bank for any LC Disbursements
paid by the Issuing Bank in respect of such drawing, without presentment, demand or other
formalities of any kind. Unless the Borrowers shall have notified the Issuing Bank and the
Administrative Agent prior to 11:00 a.m. (Atlanta, Georgia time) on the Business Day immediately
prior to the date on which such drawing is honored that the Borrowers intend to reimburse the
Issuing Bank for the amount of such drawing in funds other than from the proceeds of Revolving
Loans, the Borrowers shall be deemed to have timely given a Notice of Revolving Borrowing to the
Administrative Agent requesting the Lenders to make a Base Rate Borrowing on the date on which
such drawing is honored in an exact amount due to the Issuing Bank; provided, that for
purposes solely of such Borrowing, the conditions precedent set forth in Section 3.2
hereof shall not be applicable. The Administrative Agent shall notify the Lenders of such
Borrowing in accordance with Section 2.3, and each Lender shall make the proceeds of its
Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of
the Issuing Bank in accordance with Section 2.7. The proceeds of such Borrowing shall be
applied directly by the Administrative Agent to reimburse the Issuing Bank for such LC
Disbursement.



          (e) If for any reason a Base Rate Borrowing may not be (as determined in the sole discretion
of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then
each Lender (other than the Issuing Bank) shall be obligated to fund the participation that such
Lender purchased pursuant to subsection (a) in an amount equal to its Pro Rata Share of such LC
Disbursement on and as of the date which such Base Rate Borrowing should have occurred. Each
Lender’s obligation to fund its participation shall be absolute and unconditional and shall not be
affected by any circumstance, including without limitation (i) any setoff, counterclaim,
recoupment, defense or other right that such Lender or



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any other Person may have against the Issuing Bank or any other Person for any reason
whatsoever, (ii) the existence of a Default or an Event of Default or the termination of the
Aggregate Revolving Commitments, (iii) any adverse change in the condition (financial or
otherwise) of the Borrowers or any of their Subsidiaries , (iv) any breach of this Agreement by
the Borrowers or any other Lender, (v) any amendment, renewal or extension of any Letter of Credit
or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of
the foregoing. On the date that such participation is required to be funded, each Lender shall
promptly transfer, in immediately available funds, the amount of its participation to the
Administrative Agent for the account of the Issuing Bank. Whenever, at any time after the Issuing
Bank has received from any such Lender the funds for its participation in a LC Disbursement, the
Issuing Bank (or the Administrative Agent on its behalf) receives any payment on account thereof,
the Administrative Agent or the Issuing Bank, as the case may be, will distribute to such Lender
its Pro Rata Share of such payment; provided, that if such payment is required to be
returned for any reason to the Borrowers or to a trustee, receiver, liquidator, custodian or
similar official in any bankruptcy proceeding, such Lender will return to the Administrative Agent
or the Issuing Bank any portion thereof previously distributed by the Administrative Agent or the
Issuing Bank to it.



          (f) To the extent that any Lender shall fail to pay any amount required to be paid pursuant
to paragraph (d) above on the due date therefor, such Lender shall pay interest to the Issuing
Bank (through the Administrative Agent) on such amount from such due date to the date such payment
is made at a rate per annum equal to the Federal Funds Rate; provided, that if such Lender
shall fail to make such payment to the Issuing Bank within three (3) Business Days of such due
date, then, retroactively to the due date, such Lender shall be obligated to pay interest on such
amount at the rate set forth in Section 2.14(d).



          (g) If any Event of Default shall occur and be continuing, on the Business Day that the
Borrowers receive notice from the Administrative Agent or the Required Lenders demanding the
deposit of cash collateral pursuant to this paragraph, the Borrowers shall deposit in an account
with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the
Issuing Bank and the Lenders, an amount in cash equal to 105% of the LC Exposure as of such date
plus any accrued and unpaid fees thereon; provided, that the obligation to deposit such
cash collateral shall become effective immediately, and such deposit shall become immediately due
and payable, without demand or notice of any kind, upon the occurrence of any Event of Default
with respect to the Borrowers described in clause (g) or (h) of Section 8.1. Such deposit
shall be held by the Administrative Agent as collateral for the payment and performance of the
obligations of the Borrowers under this Agreement. The Administrative Agent shall have exclusive
dominion and control, including the exclusive right of withdrawal, over such account. Borrowers
agree to execute any documents and/or certificates to effectuate the intent of this paragraph.
Other than any interest earned on the investment of such deposits, which investments shall be made
at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and
expense, such deposits shall not bear interest. Interest and profits, if any, on such investments
shall accumulate in such account. Moneys in such account shall be applied by the Administrative
Agent to reimburse the Issuing Bank for LC Disbursements for which it had not been reimbursed and
to the extent so applied, shall be held for the satisfaction of the reimbursement obligations of
the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been
accelerated, with the consent of



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the Required Lenders, be applied to satisfy other obligations of the Borrowers under this
Agreement and the other Loan Documents. If the Borrowers are required to provide an amount of
cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to
the extent not so applied as aforesaid) shall be returned to the Borrowers within three Business
Days after all Events of Default have been cured or waived.



          (h) Promptly following the end of each calendar quarter, the Issuing Bank shall deliver
(through the Administrative Agent) to each Lender and the Borrowers a report describing the
aggregate Letters of Credit outstanding at the end of such Fiscal Quarter. Upon the request of
any Lender from time to time, the Issuing Bank shall deliver to such Lender any other information
reasonably requested by such Lender with respect to each Letter of Credit then outstanding.



          (i) The Borrowers’ obligation to reimburse LC Disbursements hereunder shall be absolute,
unconditional and irrevocable and shall be performed strictly in accordance with the terms of this
Agreement under all circumstances whatsoever and irrespective of any of the following
circumstances:




     (i) Any lack of validity or enforceability of any Letter of Credit or this Agreement;




     (ii) The existence of any claim, set-off, defense or other right which the Borrowers or
any Subsidiary or Affiliate of the Borrowers may have at any time against a beneficiary or
any transferee of any Letter of Credit (or any Persons or entities for whom any such
beneficiary or transferee may be acting), any Lender (including the Issuing Bank) or any
other Person, whether in connection with this Agreement or the Letter of Credit or any
document related hereto or thereto or any unrelated transaction;




     (iii) Any draft or other document presented under a Letter of Credit proving to be
forged, fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect;




     (iv) Payment by the Issuing Bank under a Letter of Credit against presentation of a
draft or other document to the Issuing Bank that does not comply with the terms of such
Letter of Credit;




     (v) Any other event or circumstance whatsoever, whether or not similar to any of the
foregoing, that might, but for the provisions of this Section 2.23, constitute a
legal or equitable discharge of, or provide a right of setoff against, the Borrower’s
obligations hereunder; or




     (vi) The existence of a Default or an Event of Default.


Neither the Administrative Agent, the Issuing Bank, the Lenders nor any Related Party of any of the
foregoing shall have any liability or responsibility by reason of or in connection with the
issuance or transfer of any Letter of Credit or any payment or failure to make any payment
thereunder (irrespective of any of the circumstances referred to above), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or other communication


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under or relating to any Letter of Credit (including any document required to make a drawing
thereunder), any error in interpretation of technical terms or any consequence arising from causes
beyond the control of the Issuing Bank; provided, that the foregoing shall not be construed
to excuse the Issuing Bank from liability to the Borrowers to the extent of any actual direct
damages (as opposed to special, indirect (including claims for lost profits or other consequential
damages), or punitive damages, claims in respect of which are hereby waived by the Borrowers to the
extent permitted by applicable law) suffered by the Borrowers that are caused by the Issuing Bank’s
failure to exercise due care when determining whether drafts or other documents presented under a
Letter of Credit comply with the terms thereof. The parties hereto expressly agree, that in the
absence of gross negligence or willful misconduct on the part of the Issuing Bank (as finally
determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have
exercised due care in each such determination. In furtherance of the foregoing and without
limiting the generality thereof, the parties agree that, with respect to documents presented that
appear on their face to be in substantial compliance with the terms of a Letter of Credit, the
Issuing Bank may, in its sole discretion, either accept and make payment upon such documents
without responsibility for further investigation, regardless of any notice or information to the
contrary, or refuse to accept and make payment upon such documents if such documents are not in
strict compliance with the terms of such Letter of Credit.




          (j) Each Letter of Credit shall be subject to the Uniform Customs and Practices for
Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, as the
same may be amended from time to time, or to ISP 98 (International Standby Practices), as the same
may be amended from time to time, and, to the extent not inconsistent therewith, the governing law
of this Agreement set forth in Section 10.5.



               Section 2.24 Application of Payments.



          (a) Except for payments and other amounts received by the Administrative Agent and applied in
accordance with the provisions of Section 2.24(b) below, all payments and any other
amounts received by the Administrative Agent from or for the benefit of the Borrowers shall be
applied as follows: first, to pay principal of, and interest on, any portion of the Loans the
Administrative Agent may have advanced pursuant to the express provisions of this Agreement on
behalf of any Lender, for which the Administrative Agent has not then been reimbursed by such
Lender or the Borrowers, second, to pay all other Obligations then due and payable and third, as
the Borrowers so designate. Payments in respect of Swingline Loans received by the Administrative
Agent shall be distributed to the Swingline Lender; payments in respect of Revolving Loans
received by the Administrative Agent shall be distributed to each Lender in accordance with its
Pro Rata Share; and all payments of fees and all other payments in respect of any other Obligation
shall be allocated among such of the Lenders and Issuing Bank as are entitled thereto and, for
such payments allocated to the Lenders, in proportion to their respective Pro Rata Shares.



          (b) Each Borrower hereby irrevocably waives the right to direct the application of any and
all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and
during the continuance of an Event of Default and agrees that, notwithstanding Section 2.24(a)
above, the Administrative Agent may and, upon either (A) the written direction of the Required
Lenders or (B) the acceleration of the Obligations, shall apply



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all payments in respect of any Obligations and all funds on deposit in any Cash Collateral
Account and all other proceeds of Collateral in the following order:




     (i) first, to pay interest on and the principal of any portion of the Revolving Loans
that the Administrative Agent or the Collateral Agent may have advanced on behalf of any
Lender for which the Administrative Agent or Collateral Agent has not then been reimbursed
by such Lender or the Borrowers;




     (ii) second, to pay Obligations in respect of any expense reimbursements or indemnities
(except with respect to Banking Relationship Debt) then due to the Administrative Agent or
the Collateral Agent;




     (iii) third, to pay Obligations in respect of any expense reimbursements or indemnities
(except with respect to Banking Relationship Debt) then due to the Lenders and the Issuing
Bank;




     (iv) fourth, to pay Obligations in respect of any fees (except with respect to Banking
Relationship Debt) then due to the Administrative Agent, the Collateral Agent and the
Issuing Bank;




     (v) fifth, to pay interest then due and payable in respect of the Loans and LC Exposure
and fees due to any Lender;




     (vi) sixth, to pay or prepay principal amounts on the Loans and LC Exposure, to provide
cash collateral for the LC Exposure in the manner described in Section 2.23(g)
(provided, however, that upon the expiration or termination of a Letter of Credit that has
been cash collateralized such cash collateral shall be applied in accordance with the
provisions of this Section 2.24(b)), ratably to the aggregate principal amount of
such Loans and LC Exposure;




     (vii) seventh, to the ratable payment of Obligations owing with respect to Banking
Relationship Debt; and




     (viii) eighth, to the ratable payment of all other Obligations;


provided, however, that if sufficient funds are not available to fund all payments to be made in
respect of any Secured Obligation described in any of clauses (i), (ii), (iii), (iv), (v), (vi),
(vii) and (viii) above the available funds being applied with respect to any such Obligations
(unless otherwise specified in such clause) shall be allocated to the payment of such Obligations
ratably, based on the proportion of the Agents’ and each Lender’s or Issuing Bank’s interest in the
aggregate outstanding Obligations described in such clauses; provided, however, that payments that
would otherwise be allocated to the Lenders shall be allocated first to repay Agent Advances and
Swingline Loans pro rata and then to the Lenders.




               Section 2.25 Mitigation of Obligations. If any Lender requests compensation under
Section 2.19, or if the Borrowers are required to pay any additional amount to any Lender
or any Governmental Authority for the account of any Lender pursuant to Section 2.21, then
such Lender shall use reasonable efforts to designate a different lending office



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for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to
another of its offices, branches or affiliates, if, in the sole judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable under Section 2.19
or Section 2.21, as the case may be, in the future and (ii) would not subject such Lender
to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The
Borrowers hereby agree to pay all costs and expenses incurred by any Lender in connection with such
designation or assignment.




               Section 2.26 Replacement of Lenders. If any Lender requests compensation under Section
2.19, or if the Borrowers are required to pay any additional amount to any Lender or any
Governmental Authority of the account of any Lender pursuant to Section 2.21, or if any
Lender defaults in its obligation to fund Loans hereunder, then the Borrowers may, at their sole
expense and effort, upon notice to such Lender and the Administrative Agent delivered within 30
days after the request for compensation or payment or the default by such Lender, require such
Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions
set forth in Section 10.4(b) all its interests, rights and obligations under this Agreement
to an assignee that shall assume such obligations (which assignee may be another Lender); provided,
that (i) the Borrowers shall have received the prior written consent of the Administrative Agent,
which consent shall not be unreasonably withheld, (ii) within 60 days after receipt of such notice,
such Lender shall have received payment of an amount equal to the outstanding principal amount of
all Loans owed to it, accrued interest thereon, accrued fees and all other amounts payable to it
hereunder, from the assignee (in the case of such outstanding principal and accrued interest) and
from the Borrowers (in the case of all other amounts) and (iii) in the case of a claim for
compensation under Section 2.19 or payments required to be made pursuant to Section
2.21, such assignment will result in a reduction in such compensation or payments. A Lender
shall not be required to make any such assignment and delegation if, prior thereto, as a result of
a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such
assignment and delegation cease to apply.



               Section 2.27 Agent Borrower. Each Borrower hereby irrevocably appoints Delek Refining, and
Delek Refining agrees to act under this Agreement, as the agent and representative of itself and
each other Borrower for all purposes under this Agreement (in such capacity, “Borrower Agent”),
including requesting Borrowings, selecting whether any Loan or portion thereof is to bear interest
as a Base Rate Borrowing or a Eurodollar Borrowing, and receiving account statements and other
notices and communications to Borrowers (or any of them) from an Agent. The Agents may rely, and
shall be fully protected in relying, on any request for a Borrowing, Notice of
Conversion/Continuation, disbursement instructions, reports, information, Borrowing Base
Certificate or any other notice or communication made or given by Borrower Agent, whether in its
own name, on behalf of any Borrower or on behalf of “Borrowers,” and no Agent shall have any
obligation to make any inquiry or request any confirmation from or on behalf of any other Borrower
as to the binding effect on such Borrower of any such request for a Borrowing, Notice of Conversion
Continuation, instruction, report, information, Borrowing Base Certificate or other notice or
communication, nor shall the joint and several character of Borrowers’ liability for the
Obligations be affected, provided that the provisions of this Section 2.27 shall not be
construed so as to preclude any Borrower from directly requesting Borrowings or taking other
actions



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permitted to be taken by “a Borrower” hereunder. The Administrative Agent may maintain a single
Loan Account in the name of “Delek Refining” hereunder, and each Borrower expressly agrees to such
arrangement and confirms that such arrangement shall have no effect on the joint and several
character of such Borrower’s liability for the Obligations.




               Section 2.28 Nature and Extent of Each Borrower’s Liability.



          (a) Each Borrower shall be liable for, on a joint and several basis, and hereby guarantees
the timely payment by all other Borrowers of, all of the Loans and other Obligations, regardless
of which Borrower actually may have received the proceeds of any Loans or other extensions of
credit hereunder or the amount of such Loans received or the manner in which Administrative Agent
or any Lender accounts for such Loans or other extensions of credit on its books and records, it
being acknowledged and agreed that Loans to any Borrower inure to the mutual benefit of all
Borrowers and that the Agents and the Lenders are relying on the joint and several liability of
Borrowers in extending the Loans and other financial accommodations hereunder. Each Borrower
hereby unconditionally and irrevocably agrees that upon default in the payment when due (whether
at stated maturity, by acceleration or otherwise) of any principal of, or interest owed on, any of
the Loans or other Obligations, such Borrower shall forthwith pay the same, without notice or
demand.



          (b) Each Borrower’s joint and several liability hereunder with respect to, and guaranty of,
the Loans and other Obligations shall, to the fullest extent permitted by applicable law, be
unconditional irrespective of (i) the validity, enforceability, avoidance or subordination of any
of the Obligations or of any promissory note or other document evidencing all or any part of the
Obligations, (ii) the absence of any attempt to collect any of the Obligations from any other Loan
Party or any Collateral or other security therefor, or the absence of any other action to enforce
the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by an
Agent or any Lender with respect to any provision of any instrument evidencing or securing the
payment of any of the Obligations, or any other agreement now or hereafter executed by any other
Borrower and delivered to an Agent or any Lender, (iv) the failure by an Agent to take any steps
to perfect or maintain the perfected status of its security interest in or Lien upon, or to
preserve its rights to, any of the Collateral or other security for the payment or performance of
any of the Obligations or an Agent’s release of any Collateral or of its Liens upon any
Collateral, (v) an Agent’s or Lenders’ election, in any proceeding instituted under the Bankruptcy
Code, for the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or
grant of a security interest by any other Borrower, as debtor-in-possession under Section 364 of
the Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the liability of any
Loan Party for the payment of any of the Obligations, (viii) any amendment or modification of any
of the Loan Documents or any waiver of a Default or Event of Default, (ix) any increase in the
amount of the Obligations beyond any limits imposed herein or in the amount of any interest, fees
or other charges payable in connection therewith, or any decrease in the same, (x) the
disallowance of all or any portion of an Agent’s or any Lender’s claims against any other Loan
Party for the repayment of any of the Obligations under Section 502 of the Bankruptcy Code, or
(xi) any other circumstance that might constitute a legal or equitable discharge or defense of any
Borrower. After the occurrence and during the continuance of any Event of Default, the
Administrative Agent may proceed directly and at once, without notice to any Loan Party, against
any or all of the Loan



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Parties to collect and recover all or any part of the Obligations, without first proceeding
against any other Loan Party or against any Collateral or other security for the payment or
performance of any of the Obligations, and each Borrower waives any provision under applicable law
that might otherwise require an Agent to pursue or exhaust its remedies against any Collateral or
a Loan Party before pursuing another Loan Party . Each Borrower consents and agrees that no Agent
shall be under any obligation to marshal any assets in favor of any Loan Party or against or in
payment of any or all of the Obligations.



          (c) No payment or payments made by a Loan Party or received or collected by an Agent from a
Borrower or any other Person by virtue of any action or proceeding or any setoff or appropriation
or application at any time or from time to time in reduction of or in payment of the Obligations
shall be deemed to modify, reduce, release or otherwise affect the liability of any Borrower under
this Agreement, each of whom shall remain jointly and severally liable for the payment and
performance of all Loans and other Obligations until the Obligations are paid in full and this
Agreement is terminated.



          (d) Each Borrower is unconditionally obligated to repay the Obligations as a joint and
several obligor under this Agreement. If, as of any date, the aggregate amount of payments made
by a Borrower on account of the Obligations and proceeds of such Borrower’s Collateral that are
applied to the Obligations exceeds the aggregate amount of Loan proceeds actually used by such
Borrower in its business (such excess amount being referred to as an “Accommodation Payment”),
then each of the other Borrowers (each such Borrower being referred to as a “Contributing
Borrower”) shall be obligated to make contribution to such Borrower (the “Paying Borrower”) in an
amount equal to (A) the product derived by multiplying the sum of each Accommodation Payment of
each Borrower by the Allocable Percentage of the Borrower from whom contribution is sought
less (B) the amount, if any, of the then outstanding Accommodation Payment of such
Contributing Borrower (such last mentioned amount which is to be subtracted from the aforesaid
product to be increased by any amounts theretofore paid by such Contributing Borrower by way of
contribution hereunder, and to be decreased by any amounts theretofore received by such
Contributing Borrower by way of contribution hereunder); provided, however, that a
Paying Borrower’s recovery of contribution hereunder from the other Borrowers shall be limited to
that amount paid by the Paying Borrower in excess of its Allocable Percentage of all Accommodation
Payments then outstanding of all Borrowers. As used herein, the term “Allocable Percentage” shall
mean, on any date of determination thereof, a fraction the denominator of which shall be equal to
the number of Borrowers who are parties to this Agreement on such date and the numerator of which
shall be 1; provided, however, that such percentages shall be modified in the
event that contribution from a Borrower is not possible by reason of insolvency, bankruptcy or
otherwise by reducing such Borrower’s Allocable Percentage equitably and by adjusting the
Allocable Percentage of the other Borrowers proportionately so that the Allocable Percentages of
all Borrowers at all times equals 100%.



          (e) Each Borrower hereby subordinates any claims, including any right of payment,
subrogation, contribution and indemnity, that it may have from or against any other Loan Party ,
and any successor or assign of any other Loan Party , including any trustee, receiver or
debtor-in-possession, howsoever arising, due or owing or whether heretofore, now or hereafter
existing, to the full and indefeasible payment of all of the Obligations.



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ARTICLE III




CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT




               Section 3.1 Conditions To Effectiveness. The obligations of the Lenders (including the
Swingline Lender) to make Loans and the obligation of the Issuing Bank to issue any Letter of
Credit hereunder shall not become effective until the date on which each of the following
conditions is satisfied (or waived in accordance with Section 10.2).



          (a) The Administrative Agent shall have received all fees and other amounts due and payable
on or prior to the Closing Date, including all fees due under the Fee Letter as of the Closing
Date, reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges
and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the
Borrowers hereunder, under any other Loan Document and under any agreement with the Administrative
Agent or SunTrust Capital Markets, Inc., as Sole Lead Arranger and Book Manager.



          (b) The Administrative Agent (or its counsel) shall have received the following:




     (i) a counterpart of this Agreement and the other Loan Documents signed by or on behalf
of each party hereto or written evidence satisfactory to the Administrative Agent (which may
include telecopy transmission of a signed signature page of this Agreement) that such party
has signed a counterpart of this Agreement;




     (ii) a duly executed Revolving Credit Note payable to such Lender and the Swingline
Note payable to the Swingline Lender;




     (iii) a Borrowing Base Certificate dated as of the Closing Date;




     (iv) the duly executed Qualified Marketing Documents;




     (v) a certificate of the Secretary or Assistant Secretary of each Loan Party in the
form of Exhibit 3.1(b)(v) attaching and certifying copies of its bylaws and of the
resolutions of its boards of directors, or partnership agreement or limited liability
company agreement, or comparable organizational documents and authorizations, authorizing
the execution, delivery and performance of the Loan Documents to which it is a party and
certifying the name, title and true signature of each officer of such Loan Party executing
the Loan Documents to which it is a party;




     (vi) certified copies of the articles or certificate of incorporation, certificate of
organization or limited partnership, or other registered organizational documents of each
Loan Party, together with certificates of good standing or existence, as may be available
from the Secretary of State of the jurisdiction of organization of such Loan Party and each
other jurisdiction where such Loan Party is required to be qualified to do business as a
foreign corporation;



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     (vii) a favorable written opinion of Fulbright & Jaworski LLP, counsel to the Loan
Parties, addressed to the Administrative Agent and each of the Lenders, and covering such
matters relating to the Loan Parties, the Loan Documents and the transactions contemplated
therein as the Administrative Agent or the Required Lenders shall reasonably request; and




     (viii) certified copies of all consents, approvals, authorizations, registrations and
filings and orders (if any) required to be made or obtained under any Requirement of Law, or
by any Contractual Obligation of each Loan Party, in connection with the execution,
delivery, performance, validity and enforceability of the Loan Documents or any of the
transactions contemplated thereby, and the failure to obtain any of which would reasonably
be expected to have a Material Adverse Effect and such consents, approvals, authorizations,
registrations, filings and orders shall be in full force and effect and all applicable
waiting periods shall have expired, and no investigation or inquiry by any Governmental
Authority regarding this Agreement or any transaction being financed with the proceeds
thereof shall be ongoing.



               Section 3.2 Each Credit Event. The obligation of each Lender to make a Loan and of the
Issuing Bank to issue, amend, renew or extend any Letter of Credit is subject to the satisfaction
of the following conditions:



          (a) at the time of and immediately after giving effect to the making of such Loan or the
issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or
Event of Default shall have occurred and be continuing;



          (b) at the time of and immediately after giving effect to the making of such Loan or the
issuance, amendment, renewal or extension of such Letter of Credit, as applicable, all
representations and warranties of each Loan Party set forth in the Loan Documents shall be true
and correct in all material respects on and as of the date of such Loan or the date of issuance,
amendment, extension or renewal of such Letter of Credit (except to the extent relating to an
earlier date, in which case such representations and warranties were true and correct in all
material respects as of such earlier date), in each case before and after giving effect thereto;



          (c) the Borrowers shall have delivered the required Notice of Borrowing; and



          (d) the Collateral Agent shall have received each Borrowing Base Certificate then required by
the terms of this Agreement.



          The making of each Loan and each issuance, amendment, extension or renewal of any Letter of
Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date
thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section 3.2.



               Section 3.3 Delivery of Documents. All of the Loan Documents, certificates, legal opinions
and other documents and papers referred to in this Article III, unless otherwise specified,
shall be delivered to the Administrative Agent for the account of



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each of the Lenders and, except for the Notes, Borrowing Base Certificates, or notices of
Borrowings or Notices of Conversion/Continuation, in sufficient counterparts or copies for each of
the Lenders and shall be in form and substance satisfactory in all respects to the Administrative
Agent.




ARTICLE IV




REPRESENTATIONS AND WARRANTIES




          Each Borrower represents and warrants to the Agents and each Lender as follows:



               Section 4.1 Existence; Power. The Borrowers and each of their Subsidiaries (i) is duly
organized, validly existing and in good standing as a corporation, partnership or limited liability
company under the laws of the jurisdiction of its organization, (ii) has all requisite power and
authority to carry on its business as now conducted, and (iii) is duly qualified to do business,
and is in good standing, in each jurisdiction where such qualification is required, except where a
failure to be so qualified and in good standing would not reasonably be expected to result in a
Material Adverse Effect.



               Section 4.2 Organizational Power; Authorization. The execution, delivery and performance
by each Loan Party of the Loan Documents to which it is a party are within such Loan Party’s
organizational powers and have been duly authorized by all necessary organizational, and if
required, shareholder, partner or member, action. This Agreement has been duly executed and
delivered by the Borrowers, and constitutes, and each other Loan Document to which any Loan Party
is a party, when executed and delivered by such Loan Party, will constitute, valid and binding
obligations of the Borrowers or such Loan Party (as the case may be), enforceable against it in
accordance with their respective terms, except as may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’
rights generally and by general principles of equity.



               Section 4.3 Governmental Approvals; No Conflicts. The execution, delivery and performance
by the Borrowers of this Agreement, and by each Loan Party of the other Loan Documents to which it
is a party (a) do not require any consent or approval of, registration or filing with, or any
action by, any Governmental Authority, except those as have been obtained or made and are in full
force and effect, (b) will not violate any Requirements of Law applicable to the Borrowers or any
of their Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not
violate or result in a default under any indenture, material agreement or other material instrument
binding on the Borrowers or any of their Subsidiaries or any of its assets or give rise to a right
thereunder to require any payment to be made by the Borrowers or any of their Subsidiaries and (d)
will not result in the creation or imposition of any Lien on any asset of the Borrowers or any of
their Subsidiaries , except Liens (if any) created under the Loan Documents.



               Section 4.4 [Reserved.]



               Section 4.5  Litigation and Environmental Matters.



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          (a) Except for the matters set forth on Schedule 4.5, no litigation, investigation or
proceeding of or before any arbitrators or Governmental Authorities is pending against or, to the
knowledge of the Borrowers, threatened against or affecting the Borrowers or any of their
Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination that
would reasonably be expected to have, either individually or in the aggregate, a Material Adverse
Effect or (ii) which in any manner draws into question the validity or enforceability of this
Agreement or any other Loan Document.



          (b) Except for the matters set forth on Schedule 4.5 or except as would not
reasonably be expected to have, either individually or in the aggregate, a Material Adverse
Effect, neither the Borrowers nor any of their Subsidiaries (i) has failed to comply with any
Environmental Law or to obtain, maintain or comply with any permit, license or other approval
required under any Environmental Law, (ii) has become subject to any Environmental Liability,
(iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows
of any basis for any Environmental Liability.



               Section 4.6 Compliance with Laws and Agreements. Except for the matters set forth on
Schedule 4.6. The Borrowers and each Subsidiary is in compliance with (a) all Requirements
of Law (except Environmental Laws, without limiting the representation made in Section
4.5(b)) and all judgments, decrees and orders of any Governmental Authority and (b) all
indentures, agreements or other instruments binding upon it or its properties, except where
non-compliance, either singly or in the aggregate, would not reasonably be expected to result in a
Material Adverse Effect.



               Section 4.7 Investment Company Act, Etc. Neither the Borrowers nor any of their
Subsidiaries is (a) an “investment company” or is “controlled” by an “investment company”, as such
terms are defined in, or subject to regulation under, the Investment Company Act of 1940, as
amended, or (b) otherwise subject to any other regulatory scheme limiting its ability to incur debt
or requiring any approval or consent from or registration or filing with, any Governmental
Authority in connection therewith.



               Section 4.8 Taxes. The Borrowers and their Subsidiaries and each other Person for whose
taxes the Borrowers or any Subsidiary could become liable have timely filed or caused to be filed
all Federal income tax returns and all other material tax returns that are required to be filed by
them, and have paid all taxes shown to be due and payable on such returns or on any assessments
made against it or its property and all other material taxes, fees or other charges imposed on it
or any of its property by any Governmental Authority, except where the same are currently being
contested in good faith by appropriate proceedings and for which the Borrowers or such Subsidiary,
as the case may be, has set aside on its books adequate reserves. The charges, accruals and
reserves on the books of the Borrowers and their Subsidiaries in respect of such taxes are
adequate, and no tax liabilities that could be materially in excess of the amount so provided are
anticipated.



               Section 4.9 Margin Regulations. None of the proceeds of any of the Loans or Letters of
Credit will be used, directly or indirectly, for “purchasing” or “carrying” any “margin stock” with
the respective meanings of each of such terms under Regulation U of the Board of Governors of the
Federal Reserve System as now and from time to



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time hereafter in effect or for any purpose that violates the provisions of the Regulation U.
Neither the Borrowers nor their Subsidiaries is engaged principally, or as one of its important
activities, in the business of extending credit for the purpose of purchasing or carrying “margin
stock.”




               Section 4.10 ERISA. No ERISA Event has occurred or is reasonably expected to occur that,
when taken together with all other such ERISA Events for which liability is reasonably expected to
occur, would reasonably be expected to result in a Material Adverse Effect. The present value of
all accumulated plan benefits under all Plans (determined utilizing the assumptions used for
purposes of Statement of Financial Standards No. 35) did not, as of the most recent dates reflected
in the most recent financial statements reflecting such amounts, exceed the fair market value of
the assets of such Plans, except as disclosed in such financial statements.



               Section 4.11 Ownership of Property.



          (a) Each of the Borrowers and their Subsidiaries has good title to, or valid leasehold
interests in, all of its real and personal property material to the operation of its business,
free and clear of Liens prohibited by this Agreement. All leases that individually or in the
aggregate are material to the business or operations of the Borrowers and their Subsidiaries are
valid and subsisting and are in full force.



          (b) Each of the Borrowers and their Subsidiaries owns, or is licensed, or otherwise has the
right, to use, all patents, trademarks, service marks, trade names, copyrights and other
intellectual property material to its business, and the use thereof by the Borrowers and their
Subsidiaries does not infringe in any material respect on the rights of any other Person.



          (c) The properties of the Borrowers and their Subsidiaries are insured (except with respect
to title) with financially sound and reputable insurance companies which are not Affiliates of the
Borrowers, in such amounts with such deductibles and covering such risks as Borrowers believe are
customarily carried by companies engaged in similar businesses and owning similar properties in
localities where the Borrowers or any applicable Subsidiary operates.



               Section 4.12 Disclosure. Each Borrower has disclosed to the Lenders all agreements,
instruments, and corporate or other restrictions to which the Borrowers or any of their
Subsidiaries is subject, and all other matters known to any of them, that, individually or in the
aggregate, would reasonably be expected to result in a Material Adverse Effect. None of the
reports (including without limitation all reports that the Borrowers are required to file with the
Securities and Exchange Commission), financial statements, certificates or other information
furnished by or on behalf of the Borrowers to the Administrative Agent or any Lender in connection
with the negotiation or syndication of this Agreement or any other Loan Document or delivered
hereunder or thereunder (as modified or supplemented by any other information so furnished)
contains any material misstatement of fact or omits to state any material fact necessary to make
the statements therein, taken as a whole, in light of the circumstances under which they were made,
not misleading.




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               Section 4.13 Labor Relations. Except as would not reasonably be expected to have a
Material Adverse Effect. There are no strikes, lockouts or other material labor disputes or
grievances against the Borrowers or any of their Subsidiaries , or, to the Borrower’s knowledge,
threatened against or affecting the Borrowers or any of their Subsidiaries , and no significant
unfair labor practice, charges or grievances are pending against the Borrowers or any of their
Subsidiaries , or to the Borrower’s knowledge, threatened against any of them before any
Governmental Authority. All payments due from the Borrowers or any of their Subsidiaries pursuant
to the provisions of any collective bargaining agreement have been paid or accrued as a liability
on the books of the Borrowers or any such Subsidiary, except where the failure to do so would not
reasonably be expected to have a Material Adverse Effect.



               Section 4.14 Subsidiaries. Schedule 4.14 sets forth the name of, the ownership
interest of the Borrowers in, the jurisdiction of incorporation or organization of, and the type
of, each Subsidiary and identifies each Subsidiary that is a Subsidiary Loan Party, in each case as
of the Closing Date.



               Section 4.15 Insolvency. After giving effect to the execution and delivery of the Loan
Documents and the making of the Loans under this Agreement, neither the Borrowers nor any of their
Subsidiaries will be “insolvent,” within the meaning of such term as defined in § 101 of Title 11
of the United States Code, as amended from time to time, or be unable to pay its debts generally as
such debts become due, or have an unreasonably small capital to engage in any business or
transaction, whether current or contemplated.



               Section 4.16 Subordination of Subordinated Debt.



               This Agreement, and all amendments, modifications, extensions, renewals, refinancings and
refundings hereof, constitute the “Senior Credit Agreement” within the meaning of the applicable
Subordinated Debt Document; this Agreement, together with each of the other Loan Documents and all
amendments, modifications, extensions, renewals, refinancings and refundings hereof and thereof,
constitute “Senior Loan Documents” within the meaning the applicable Subordinated Debt Document;
and the Revolving Loans and all other Obligations of the Borrowers to the Lenders and the
Administrative Agent under this Agreement, the Notes and all other Loan Documents, and all
amendments, modifications, extensions, renewals, refundings or refinancings of any of the foregoing
constitute “Senior Indebtedness” of the Borrowers within the meaning of the applicable Subordinated
Debt Document, and the holders thereof from time to time shall be entitled to all of the rights of
a holder of “Senior Indebtedness” pursuant to the applicable Subordinated Debt Document.



               Section 4.17 Accounts Agents may rely, in determining which Accounts are Eligible
Accounts, on all statements and representations made by Borrowers with respect to any Account.
Unless otherwise indicated in writing to Agents or excluded by Borrowers in their calculation of
the Borrowing Base in any Borrowing Base Certificate, with respect to each Account, each Borrower
warrants that:



          (a) It is genuine and in all respects what it purports to be, and it is not evidenced by a
judgment;




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          (b) It arises out of a completed, bona fide sale and delivery of goods by a Borrower in the
Ordinary Course of Business and substantially in accordance with the terms and conditions of all
purchase orders, contracts or other documents relating thereto and forming a part of the contract
between a Borrower and the Account Debtor;




          (c) It is for a sum certain maturing as stated in the duplicate invoice covering such sale, a
copy of which has been furnished or is available to Administrative Agent on request;




          (d) Such Account, and Administrative Agent’s security interest therein, is not, and will not
(by voluntary act or omission of a Borrower or Delek Marketing) be in the future, subject to any
offset, Lien, deduction, defense, dispute, counterclaim or any other adverse condition except for
disputes resulting in returned goods where the amount in controversy is immaterial, and each such
Account is absolutely owing to a Borrower and is not contingent in any respect or for any reason;




          (e) Neither Borrower nor Delek Marketing has made any agreement with any Account Debtor
thereunder for any extension, compromise, settlement or modification of any such Account or any
deduction therefrom, except discounts or allowances which are granted by a Borrower in the
Ordinary Course of Business for prompt payment and which are reflected in the calculation of the
net amount of each respective invoice related thereto and are reflected in the Schedules of
Accounts submitted to Administrative Agent pursuant to Section 5.6(a) hereof;




          (f) To the best of such Borrower’s knowledge, there are no facts, events or occurrences which
are reasonably likely to impair the validity or enforceability of such Account or reduce in any
material respect the amount payable thereunder from the face amount of the invoice and statements
delivered to Administrative Agent with respect thereto; and




          (g) To the best of such Borrower’s knowledge, the Account Debtor thereunder (1) had the
capacity to contract at the time any contract or other document giving rise to the Account was
executed and (2) is solvent.




               Section 4.18 OFAC. No Loan Party (i) is a person whose property or interest in property is
blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001
Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or
Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) engages in any dealings or transactions
prohibited by Section 2 of such executive order, or is otherwise associated with any such person in
any manner violative of Section 2, or (iii) is a person on the list of Specially Designated
Nationals and Blocked Persons or subject to the limitations or prohibitions under any other U.S.
Department of Treasury’s Office of Foreign Assets Control regulation or executive order.



               Section 4.19 Patriot Act. Each Loan Party is in compliance, in all material respects, with
(i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations
of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other
enabling legislation or executive order relating thereto,



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     and (ii) the Uniting And Strengthening
America By Providing Appropriate Tools Required To Intercept And Obstruct Terrorism (USA Patriot
Act of 2001). No part of the proceeds of the Loans will be used, directly or indirectly, for any
payments to any governmental official or employee, political party, official of a political party,
candidate for political office, or anyone else acting in an official capacity, in order to obtain,
retain or direct business or obtain any improper advantage, in violation of the United States
Foreign Corrupt Practices Act of 1977, as amended.



ARTICLE V




AFFIRMATIVE COVENANTS




     Each Borrower covenants and agrees that so long as any Lender has a Commitment hereunder or
any Obligation remains unpaid or outstanding:



               Section 5.1 Financial Statements and Other Information. The Borrower will deliver to the
Agents and each Lender:



          (a) as soon as available and in any event within 90 days after the end of each Fiscal Year of
Borrowers, (i) the annual audited report for such Fiscal Year for the Borrowers and their
Subsidiaries, containing a consolidated balance sheet of the Borrowers and their Subsidiaries as
of the end of such Fiscal Year and the related consolidated statements of
income, stockholders’ equity and cash flows (together with all footnotes thereto) of the
Borrowers and their Subsidiaries for such Fiscal Year, setting forth in each case in comparative
form the figures for the previous Fiscal Year, all in reasonable detail and reported on by Ernst&
Young or other independent public accountants reasonably acceptable to the Administrative Agent
(without a “going concern” or like qualification, exception or explanation and without any
qualification or exception as to scope of such audit) to the effect that such financial statements
present fairly in all material respects the financial condition and the results of operations of
the Borrowers and their Subsidiaries for such Fiscal Year on a consolidated and consolidating
basis in accordance with GAAP and that the examination by such accountants in connection with such
consolidated financial statements has been made in accordance with generally accepted auditing
standards; provided, however, that so long as Delek US Holdings is required to file and has timely
filed a 10-K with the SEC, such filing will be deemed to satisfy the foregoing covenant (unless
such filings contain a “going concern” or like qualification, exception or explanation and unless
such filings contain a qualification or exception as to scope of such audit), and (ii) the
unaudited consolidated balance sheet of the Borrowers and their Subsidiaries as of the end of such
Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows
of the Borrowers and their Subsidiaries for such Fiscal Year, setting forth in each case in
comparative form the figures for the previous Fiscal Year, and certified by a Responsible Officer.




          (b) as soon as available and in any event within 60 days after the end of each Fiscal Quarter
of the Borrowers, an unaudited consolidated and consolidating balance sheet of the Borrowers and
their Subsidiaries as of the end of such Fiscal Quarter and the related unaudited consolidated and
consolidating statements of income and cash flows of the Borrowers and their Subsidiaries for such
Fiscal Quarter and the then elapsed portion of such




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Fiscal Year, setting forth in each case in
comparative form the figures for the corresponding quarter and the corresponding portion of
Borrowers’ previous Fiscal Year;




          (c) as soon as available and in any event within 30 days after the end of each month, an
unaudited consolidated and consolidating balance sheet of the Borrowers and their Subsidiaries as
of the end of such month and the related unaudited consolidated and consolidating statements of
income and cash flows of the Borrowers and their Subsidiaries for such month and the then elapsed
portion of such Fiscal Year, setting forth in each case in comparative form the figures for the
corresponding month and the corresponding portion of Borrowers’ previous Fiscal Year, when
applicable;




          (d) concurrently with the delivery of the financial statements referred to in clauses (a),
(b) and (c) above, a Compliance Certificate signed by (x) one of the principal executive officer,
the principal financial officer or treasurer and (y) any other Responsible Officer of the
Borrowers;




          (e) concurrently with the delivery of the financial statements referred to in clause (a)
above, any management letters issued by the accounting firm in connection with such financial
statements;




          (f) no later than 30 days after the commencement of each Fiscal Year, deliver to the Agents
Projections for such Fiscal Year; and




          (g) promptly following any request therefor, such other information regarding the results of
operations, business affairs and financial condition of the Borrowers or any Subsidiary as the
Administrative Agent or any Lender may reasonably request.




               Section 5.2 Lien Perfection. Promptly upon the request of an Agent, the Borrowers will
execute all Uniform Commercial Code financing statements, and amendments and continuation
statements thereto, provided for by applicable law together with any and all other instruments,
assignments or documents and shall take such other action as may be required to perfect or continue
the perfection of the Administrative Agent’s (on behalf of the Administrative Agent, the Lenders
and the Issuing Banks) security interest in the Collateral. The Borrowers hereby authorize the
Administrative Agent to execute and file any such financing statement on the Borrowers’ behalf to
the extent permitted by applicable law.



               Section 5.3 Location of Collateral; Consignment of Inventory. All Collateral, other than
Inventory in transit and Inventory sold in the Ordinary Course of Business, will at all times be
kept by the Borrowers and their Subsidiaries at one or more of the business locations of Borrowers
or their Subsidiaries set forth in Schedule 5.3. The Inventory shall not, without the
prior written approval of the Agents, be moved therefrom except as permitted in the immediately
preceding sentence and so long as no Event of Default exists, (i) sales or other dispositions of
assets permitted pursuant to Section 7.6 hereof and (ii) the storage of Inventory at
locations within the continental United States other than those specified in the first sentence of
this Section 5.3 if (A) Borrowers give the Agents written notice of the new storage
location outside of (x) the state, or (y) if the Uniform Commercial Code as in effect in such state
has a county filing requirement, the county, in which it is currently stored at least



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thirty (30)
days prior to storing Inventory at such location, (B) the Administrative Agent’s security interest
in such Inventory is and continues to be a duly perfected, first priority Lien thereon, and (C)
neither the Borrowers’ nor an Agent’s right of entry upon the premises where such Inventory is
stored or its right to remove the Inventory therefrom, is more restricted than at the prior
location of such Inventory.




               Section 5.4 Protection of Collateral. All insurance expenses and expenses of protecting,
storing, warehousing, insuring, handling, maintaining and shipping the Collateral (including,
without limitation, all rent payable by Borrowers to any landlord of any premises where any of the
Collateral may be located), and any and all excise, property, sales, and use taxes imposed by any
state, federal, or local authority on any of the Collateral or in respect of the sale thereof,
shall be borne and paid by Borrowers. If Borrowers fail to promptly pay any portion thereof when
due, the Lenders may, at their option, after notice to the Borrowers, but shall not be required to,
make a Base Rate Revolving Loan for such purpose and pay the same directly to the appropriate
Person; provided that Borrowers shall not be deemed to have made any representations under
Section 3.2(a) in connection therewith. Borrowers agree to reimburse the Lenders promptly
therefor with interest accruing thereon daily at the Default Interest rate provided in this
Agreement. All sums so paid or incurred by the
Lenders for any of the foregoing and all reasonable costs and expenses (including reasonable
attorneys’ fees, reasonable legal expenses, and court costs) which the Lenders may incur in
enforcing or protecting the Lien on or rights and interest in the Collateral or any of their rights
or remedies under this or any other agreement between the parties hereto or in respect of any of
the transactions to be had hereunder until paid by Borrowers to the Lenders with interest at the
Default Interest rate, shall be considered Obligations owing by Borrowers to the Lenders hereunder.
Such Obligations shall be secured by all Collateral and by any and all other collateral, security,
assets, reserves, or funds of Borrowers in or coming into the hands or inuring to the benefit of
the Lenders. Neither the Collateral Agent, the Administrative Agent nor the Lenders shall be liable
or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage
thereto (except for reasonable care in the custody thereof while any Collateral is in the Lenders’
actual possession) or for any diminution in the value thereof, or for any act or default of any
warehouseman, carrier, forwarding agency, or other person whomsoever, but the same shall be at the
Borrowers’ sole risk.



               Section 5.5 Assignments and Records of Accounts. If so requested by an Agent following an
Event of Default and for so long as the same shall be continuing, the Borrowers shall execute and
deliver to the Administrative Agent formal written assignments of all of the Accounts weekly
(unless the Collateral Agent requests that such assignments be executed and delivered more
frequently), which shall include all Accounts that have been created since the date of the last
assignment, together with copies of invoices or invoice registers related thereto. Borrowers shall
keep accurate and complete records of the Accounts and all payments and collections thereon.



               Section 5.6 Administration of Accounts.




          (a) Records and Schedules of Accounts. Each Borrower shall keep accurate and
complete records of its Accounts and all payments and collections thereon and shall submit to the
Collateral Agent on such periodic basis as the Collateral Agent shall request a sales and




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collections report for the preceding period, in form satisfactory to the Collateral Agent;
provided that Collateral Agent shall not request such report more than once during any 30 day
period for so long as no Event of Default exists. Each Borrower shall also provide to the
Collateral Agent on or before the 20th day of each month, (i) a detailed aged trial balance of all
Accounts existing as of the last day of the preceding month, specifying the names, addresses, face
value, dates of invoices and due dates for each Account Debtor obligated on an Account so listed
(“Schedule of Accounts”), (ii) upon the Collateral Agent’s request therefor, copies of proof of
delivery and a copy of all documents, including repayment histories and present status reports
relating to the Accounts so scheduled, (iii) a reconciliation of the Borrowers’ Accounts aging
report to the Borrowers’ general ledger and applicable Borrowing Base Certificates delivered to
the Collateral Agent and (iv) such other matters and information relating to the status of then
existing Accounts as the Collateral Agent shall reasonably request. In addition, if Accounts in
an aggregate face amount in excess of $1,500,000 cease to be Eligible Accounts in whole or in
part, Borrowers shall notify the Collateral Agent of such occurrence promptly (and
in any event within 2 Business Days) after any Borrower’s having obtained knowledge of such
occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence.




          (b) Discounts, Disputes and Returns. If any Borrower grants any discounts,
allowances or credits that are not shown on the face of the invoice for the Account involved, such
Borrower shall report such discounts, allowances or credits, as the case may be to the Collateral
Agent as part of the next required Schedule of Accounts. If any amounts due and owing in excess
of $1,500,000 are in dispute between any Borrower and any Account Debtor, or if any returns are
made in excess of $1,500,000 with respect to any Accounts owing from an Account Debtor, such
Borrower shall provide the Collateral Agent with written notice thereof at the time of submission
of the next Schedule of Accounts, explaining in reasonable detail the reason for the dispute or
return, all claims related thereto and the amount in controversy. At any time an Event of Default
exists, the Collateral Agent shall have the right to settle or adjust all disputes and claims
directly with the Account Debtor and to compromise the amount or extend the time for payment of
any Accounts comprising a part of the Collateral upon such terms and conditions as the Collateral
Agent may deem advisable, and to charge the deficiencies, costs and expenses thereof, including
attorneys’ fees, to Borrowers. Borrowers shall not permit Delek Marketing to grant any discounts,
allowances or credits as to any Account which Borrowers would not otherwise be permitted to grant
under this Section 5.6(b), provided that such discounts, allowances or credits are either shown on
the face of the invoice for the Account involved or such discounts, allowances or credits, as the
case may be, are reported by the Borrowers to the Collateral Agent as part of the next required
Schedule of Accounts.




          (c) Taxes. If an Account of any Borrower includes a charge for any Taxes payable to
any Governmental Authority, and unless the Borrowers are diligently contesting the payment of such
Taxes in good faith and by appropriate proceedings and for which adequate reserves have been set
aside on Borrowers’ books, the Administrative Agent is authorized, in its sole discretion, upon
notice to the Borrowers and after the Borrowers’ failure or inability to pay such Tax, to pay such
Tax (without duplication of other payments made with respect to any such Tax), the amount thereof
to the proper taxing authority for the account of such Borrower and to charge Borrowers therefor;
provided, however, that neither the Administrative Agent nor Lenders shall be liable for any Taxes
that may be due by Borrowers.




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          (d) Account Verifications. For so long as an Event of Default exists, the Collateral
Agent shall have the right, in the name of the Collateral Agent, any designee of the Collateral
Agent or any Borrower to verify the validity, amount or any other matter relating to any Accounts
of such Borrower by mail, telephone, telegraph or otherwise, provided that from and after
any date on which the Excess Availability Conditions are not satisfied (and thereafter until the
Reinstatement Conditions are satisfied), Collateral Agent shall have the right at any time or
times, in the name of the Collateral Agent, any designee of the Collateral Agent or any Borrower,
to conduct such verifications whether or not an Event of Default exists, provided,
further, that the Collateral Agent will endeavor in good faith to notify the Borrowers
after any such request for verification, but the Collateral Agent shall have no liability, nor
shall the Borrowers have any recourse against the Collateral Agent, in the event the Collateral
Agent fails to so notify the Borrowers. Borrowers shall cooperate fully with the Collateral Agent
in an effort to facilitate and promptly conclude any such verification process.




          (e) Maintenance of Dominion Account. The Borrowers shall maintain a Dominion Account
at SunTrust (or such other bank acceptable to the Administrative Agent) pursuant to arrangements
acceptable to the Administrative Agent. The Borrowers shall issue to SunTrust an irrevocable
letter of instruction directing such bank to deposit all payments or other remittances received in
the Dominion Account. Borrowers shall enter into agreements, in form satisfactory to the
Administrative Agent, with each bank at which a Dominion Account is maintained by which such bank
shall immediately transfer to the Cash Collateral Account all monies deposited to the Dominion
Account. All funds deposited in each Dominion Account shall be subject to the Administrative
Agent’s Lien. Borrowers shall obtain the agreement (in favor of and in form and content
satisfactory to the Administrative Agent) by each bank at which a Dominion Account is maintained
to waive any offset rights against the funds deposited into such Dominion Account, except offset
rights in respect of charges incurred in the administration of such Dominion Account. Neither
Agent nor any Lender assumes any responsibility to Borrowers for such Dominion Account, including
any claim of accord and satisfaction or release with respect to deposits accepted by any bank
thereunder.




          (f) Collection of Accounts and Proceeds of Collateral. To expedite collection, each
Borrower shall endeavor in the first instance to make collection of such Borrower’s Accounts for
the Administrative Agent and Lenders. Borrowers shall request in writing and otherwise take such
reasonable steps to ensure that all Account Debtors forward payment directly to such Dominion
Account (or other collection arrangements related to the Dominion Account), and deposit and cause
its Subsidiaries to deposit or cause to be deposited promptly, and in any event no later than the
first Business Day after the date of receipt thereof, all cash, checks, drafts or other similar
items of payment relating to or constituting payments made in respect of any and all Collateral
(whether or not otherwise delivered to pursuant to such collection arrangements) into the Dominion
Account. Borrowers shall issue to each bank servicing such collection arrangements an irrevocable
letter of instruction directing such bank to deposit all payments or other remittances received by
it to the Dominion Account. All Payment Items received by any Borrower in respect of its
Accounts, together with the proceeds of any other Collateral, shall be held by such Borrower as
trustee of an express trust for the Administrative Agent’s and Lenders’ benefit; such Borrower
shall immediately deposit same in kind in the Dominion Account.




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          (g) Application of Proceeds; Cash Collateral Account. The balance in each Dominion
Account shall be swept at least once on each Business Day to a Cash Collateral Account maintained
at SunTrust. If at any time there are any Loans outstanding, or any other Obligations which are
then due and payable, (i) for so long as no Event of Default exists the Administrative Agent shall
apply the balance of any Cash Collateral Account as the Borrowers may direct to the repayment of
such Loans or other Obligations or (ii) if the Borrowers have not so directed the Administrative
Agent or at any time an Event of Default exists, the Borrowers authorize the Administrative Agent
to apply the balance in a Cash Collateral Account as the Administrative Agent may elect, in
repayment of such Loan or other Obligation; provided, however, that in the event
that the Administrative Agent elects to apply such amount (or a portion thereof) in repayment of a
Eurodollar Rate Loan, such amount shall at the Borrowers’ option, in lieu of being applied in
repayment of such Eurodollar Rate Loan, be held by the Administrative Agent for application to
such Loan on the last day of the Interest Period applicable thereto or otherwise applied to
Borrowers’ obligations under Section 2.20. The
Borrowers agree that each Cash Collateral Account shall be under the sole dominion and
control of the Administrative Agent. Without limiting the foregoing, funds on deposit in any Cash
Collateral Account, after application to any outstanding Loans or other Obligations shall be
invested only in cash and Permitted Investments, which shall be made at any time when no Event of
Default exists at the direction of the Borrowers. At any time when an Event of Default exists
each Lender maintaining a Cash Collateral Account, at the direction of the Administrative Agent,
shall promptly remit all funds in the Cash Collateral Account maintained by such Lender to a Cash
Collateral Account maintained at SunTrust as the Administrative Agent shall designate. Without
limiting the foregoing, for so long as an Event of Default exists, all sums held in a Cash
Collateral Account may be held in cash or may be invested in such Permitted Investments as the
Administrative Agent alone may elect. Neither of the Borrowers nor any Person claiming on behalf
of or through a Borrower shall have any right to demand payment of any funds held in any Cash
Collateral Account at any time prior to the termination of all outstanding Letters of Credit, the
payment in full of all then outstanding and payable monetary Obligations and termination of the
Revolving Credit Commitments. Notwithstanding the foregoing, the Administrative Agent shall be
authorized to apply all funds and Permitted Investments in a Cash Collateral Account as provided
in Section 2.24(b) and the Loan Documents.




          (h) Notification of Account Debtors. The Administrative Agent retains the right at
all times after an Event of Default has occurred and is continuing to notify Account Debtors of
any Borrower that Accounts have been assigned to the Administrative Agent and to collect Accounts
directly in its own name and to charge to Borrowers the collection costs and expenses incurred by
the Agents, including reasonable attorneys’ fees.




          (i) Limitations on Bank Accounts. Except as otherwise disclosed in this Agreement,
the Borrowers and their Subsidiaries shall not open any deposit account unless the depository bank
for such deposit account is a Lender that has entered into a Deposit Account Control Agreement
reasonably acceptable to the Administrative Agent. As of the Closing Date, all bank accounts of
any nature of the Borrowers and their Subsidiaries are listed on Schedule 5.6 and such
Schedule designates which such accounts are deposit accounts.




               Section 5.7 Administration of Inventory.




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          (a) Records and Reports of Inventory. Each Borrower shall keep accurate and complete
records of its Inventory (including records showing the cost thereof and daily withdrawals
therefrom and additions thereto) and shall furnish the Collateral Agent inventory reports
respecting such Inventory in form and detail satisfactory to the Collateral Agent at such times as
the Collateral Agent may request, but so long as no Event of Default has occurred and is
continuing, no more frequently than once each week unless the Collateral Agent shall elect to
receive such reports on a more frequent basis (provided that, notwithstanding the foregoing,
certain items noted in Schedule IV, shall only be updated on a weekly basis). Each
Borrower shall, at its own expense, conduct a physical inventory no less frequently than annually
(and on a more frequent basis if requested by the Collateral Agent when an Event of Default
exists) and periodic cycle counts consistent with such Borrower’s historical practices and shall
provide to
the Collateral Agent a report based on each such physical inventory and cycle count promptly
after completion thereof, together with such supporting information as the Collateral Agent shall
request. The Agents may participate in and observe each physical count or inventory, which
participation shall be at Borrowers’ expense at any time that an Event of Default exists.




          (b) Returns of Inventory. No Borrower shall return any of its Inventory to a
supplier or vendor thereof, or any other Person, whether for cash, credit against future purchases
or then existing payables, or otherwise, unless (i) such return is in the Ordinary Course of
Business of such Borrower and such Person; (ii) no Event of Default has occurred and is continuing
or would result therefrom; (iii) the return of such Inventory will not result in an Out-of-Formula
Condition; (iv) such Borrower promptly notifies the Collateral Agent thereof if the aggregate
value of all Inventory returned in any month exceeds $1,500,000; and (v) any payments received by
such Borrower in connection with any such return are promptly turned over to the Administrative
Agent for application to the Obligations.




          (c) Acquisitions and Sale of Inventory. No Borrower shall acquire or accept any
Inventory on consignment or approval. No Borrower shall sell any Inventory to any customer on
approval or any other basis upon which the customer has a right to return (except if
non-conforming) or obligates any Borrower to repurchase such Inventory.




          (d) Maintenance of Inventory. Borrowers shall produce, use, store and maintain all
Inventory with all reasonable care and caution in accordance with applicable standards of any
insurance and in conformity with Applicable Law (including the requirements of the FLSA) and will
maintain current rent payments (within applicable grace periods provided for in leases) at all
locations at which any Inventory is maintained or stored.




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               Section 5.8 Marketing Agreement; Etc. The Administrative Agent hereby consents to Delek
Refining entering into the Marketing Agreement and the Services Agreement, provided that such
consent shall not be deemed to modify in any respect the obligations of Borrowers under this
Section 5 or elsewhere in this Agreement with respect to the Accounts or any other
Collateral. Borrowers shall comply in all material respects with the terms and provisions of the
Qualified Marketing Documents having application to Borrowers and notify the Administrative Agent
promptly of any material non-compliance, unreasonable delay or other default of which written
notice was issued or received by a Borrower at any time occurring under any of such documents.



               Section 5.9 Borrowing Base Certificates. For so long as the Excess Availability Conditions
are satisfied Borrowers shall deliver to the Collateral Agent (and the Collateral Agent shall, on
request from a Lender, promptly deliver to such Lender) a Borrowing Base Certificate as of the
18th day and the last Business Day of each month, in each case for the semi-monthly
period ending not more than two (2) Business Days earlier. At any date after the Excess
Availability Conditions are not satisfied (and thereafter until the Reinstatement Conditions are
satisfied), Borrowers shall deliver to the Collateral Agent (and the Collateral Agent shall, on
request from a Lender, promptly deliver to such Lender) a
Borrowing Base Certificate weekly as of each Wednesday (or the next Business Day) in respect of the
prior week, or at such more frequent intervals as the Collateral Agent may request (provided that,
notwithstanding the foregoing, certain items as noted in Schedule IV, shall only be updated
on a weekly basis). All calculations of Availability in connection with any Borrowing Base
Certificate shall originally be made by the Borrowers and certified by a Responsible Officer to the
Agents, provided that the Agents shall have the right to review and adjust, in the exercise of
their credit judgment, any such calculation (i) to reflect their reasonable estimate of declines in
value of any of the Collateral described therein and (ii) to the extent that such calculation is
not in accordance with this Agreement or does not accurately reflect the amount of the Availability
Reserve. No less frequently than bi-weekly, a Borrowing Base Certificate shall indicate, without
limitation, the Account Debtors of a Borrower who are also creditors of Mapco and the availability
on any applicable date of Mapco under its working capital credit facility for purposes of the
Agents’ determination of the applicability and extent of the Mapco Reserve.



               Section 5.10 Notices of Material Events. The Borrowers will furnish to each Agent prompt
written notice, upon a Responsible Officer’s obtaining actual knowledge, of any of the following:



          (a) the occurrence of any Default or Event of Default;




          (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator
or Governmental Authority against or, to the knowledge of the Borrowers, affecting the Borrowers
or any Subsidiary which, if adversely determined, would reasonably be expected to result in a
Material Adverse Effect;




          (c) the occurrence of any event or any other development by which the Borrowers or any of
their Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply
with any permit, license or other approval required under any Environmental Law, (ii) becomes
subject to any Environmental Liability, (iii) receives notice of




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any claim with respect to any
Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability and in
each of the preceding clauses, which individually or in the aggregate, would reasonably be
expected to result in a Material Adverse Effect;




          (d) the occurrence of any ERISA Event that alone, or together with any other ERISA Events
that have occurred, would reasonably be expected to result in liability of the Borrowers and their
Subsidiaries in an aggregate amount exceeding $100,000;




          (e) the occurrence of any default or event of default, or the receipt by Borrowers or any of
their Subsidiaries of any written notice of an alleged default or event of default, in respect of
any Material Indebtedness of the Borrowers or any of their Subsidiaries;




          (f) the entering into by a Borrower of any Exchange Agreement and the material terms of such
agreement;




          (g) any material transaction with an Affiliate of a Borrower, whether or not in the Ordinary
Course of Business;




          (h) any material claim made or asserted by a Borrower against the Seller or by the Seller
against a Borrower in connection with the Acquisition;




          (i) the receipt by the Borrowers or any of their Subsidiaries of any notice of material
non-compliance with or violation of any applicable federal, state or local law, statute or
regulation governing the sale, storage or transportation of oil or any such agreement; and




          (j) any material non-compliance, unreasonable delay or other default of which written notice
was issued or received by a Borrower under a Qualified Marketing Document or the termination of
any Qualified Marketing Document;




          (k) any other development that results in, or would reasonably be expected to result in, a
Material Adverse Effect.



Each notice delivered under this Section 5.10 shall be accompanied by a written statement
of a Responsible Officer setting forth the details of the event or development requiring such
notice and any action taken or proposed to be taken with respect thereto.




               Section 5.11 Existence; Conduct of Business. The Borrowers will, and will cause each of
their Subsidiaries to, do or cause to be done all things necessary to preserve, renew and maintain
in full force and effect its legal existence and its respective rights, licenses, permits,
privileges, franchises, patents, copyrights, trademarks and trade names, in each case material to
the conduct of its business, and will continue to engage in the same business as presently
conducted or such other businesses that are reasonably related thereto; provided, that nothing in
this Section 5.11 shall prohibit any merger, consolidation, liquidation or dissolution
permitted under Section 7.3.



               Section 5.12 Compliance with Laws, Etc. The Borrowers will, and will cause each of their
Subsidiaries to, comply with all laws, rules, regulations and requirements of any Governmental
Authority applicable to its business and properties, including



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without limitation, all
Environmental Laws, ERISA and OSHA, except where the failure to do so, either individually or in
the aggregate, would not reasonably be expected to result in a Material Adverse Effect.




               Section 5.13 Payment of Obligations. The Borrowers will, and will cause each of their
Subsidiaries to, pay and discharge at or before maturity, all of their obligations and liabilities
(including without limitation all tax liabilities and claims that could result in a statutory Lien)
before the same shall become delinquent or in default, except where (a) the validity or amount
thereof is being contested in good faith by appropriate proceedings, (b) the Borrowers or such
Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with
GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to
result in a Material Adverse Effect.



               Section 5.14 Books and Records.
The Borrowers will, and will cause each of their Subsidiaries to, keep proper books of record
and account in which full, true and correct entries shall be made of all dealings and transactions
in relation to their business and activities to the extent necessary to prepare the consolidated
financial statements of Borrowers in conformity with GAAP.



               Section 5.15 Visitation, Inspection, Etc. The Borrowers will, and will cause each of their
Subsidiaries to, permit any representative of the Agents or any Lender, to visit and inspect their
properties, to examine their books and records, to perform audits, appraisals or valuations and to
make copies and take extracts therefrom, and to discuss their affairs, finances and accounts with
any of their officers and with their independent certified public accountants, all at such
reasonable times and as often as the Agents or any Lender may reasonably request after reasonable
prior notice to the Borrowers; provided, however, that if an Event of Default has
occurred and is continuing, no prior notice shall be required; provided, further,
however, that the Borrowers’ obligations in respect of the costs and expenses of any such
visits or inspections shall be as provided in Section 2.15(f).



               Section 5.16 Maintenance of Properties; Insurance. The Borrowers will, and will cause each
of their Subsidiaries to, (a) keep and maintain all property material to the conduct of their
businesses in good working order and condition, ordinary wear and tear excepted, and (b) maintain
insurance including, but not limited to, public liability, product liability, business interruption
and fidelity coverage insurance, in such amounts and against such risks as would be customary for
companies in the same industry and of comparable size as the Borrowers from responsible companies
having and maintaining an A.M. Best rating of “A minus” or better and being in a size category of
VI or larger or otherwise reasonably acceptable to the Administrative Agent, provided, that SCOR
Reinsurance Company shall be acceptable to the Administrative Agent for so long as it maintains a
rating not lower than BBB by S&P, B+ by A.M. Best or Baa3 by Moody’s. In addition to the foregoing,
Borrowers further agree to maintain and pay for insurance upon all goods constituting Collateral
wherever located, in storage or in transit in vehicles, including goods evidenced by documents,
covering casualty, hazard, public liability and such other risks and in such amounts as would be
customary for companies in the same industry and of comparable size as Borrowers, from responsible
companies having and maintaining an A.M. Best rating of “A minus” or better and being in a size
category of VI or larger or otherwise reasonably acceptable to the Administrative Agent to



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insure
the Administrative Agent’s interest in such Collateral. All such property insurance policies shall
name the Administrative Agent as loss payee and all liability insurance policies shall name the
Administrative Agent as additional insured. The Borrowers shall deliver the original certificates
of insurance evidencing that the required insurance is in force together with satisfactory lender’s
loss payable and additional insured, as applicable, endorsements. Each policy of insurance or
endorsement shall contain a clause requiring the insurer to give not less than thirty (30) days’
prior written notice to the Administrative Agent in the event of cancellation or modification of
the policy for any reason whatsoever and a clause that the interest of the Administrative Agent
shall not be impaired or invalidated by any act or neglect of the Borrowers or owner of the
Collateral nor by the occupation of the premises for purposes more hazardous than are permitted by
said policy. If Borrowers fail to provide and pay for such insurance, the Administrative Agent may,
at Borrowers’ expense, procure the same, but shall not be required to
do so. The Borrowers agree to deliver to the Administrative Agent, promptly as rendered, true
copies of all reports made in any reporting forms to insurance companies at the Administrative
Agent’s request.




               Section 5.17 Use of Proceeds and Letters of Credit. The Borrowers will use the proceeds of
all Loans to finance working capital needs, capital expenditures and for other general corporate
purposes of the Borrowers and their Subsidiaries. No part of the proceeds of any Loan will be
used, whether directly or indirectly, for any purpose that would violate any rule or regulation of
the Board of Governors of the Federal Reserve System, including Regulations T, U or X. All Letters
of Credit will be used for general corporate purposes.



               Section 5.18 [Reserved]




               Section 5.19 Subordinated Working Capital Facility. On any Availability Support Trigger
Date occurring after any date on which the Excess Availability Conditions are not satisfied (and
thereafter until the Reinstatement Conditions are satisfied), the Administrative Agent may require
the Borrowers to obtain (a “Funding Request”), and the Borrowers shall obtain no later than five
(5) days after the date of any such Funding Request, advances under the Subordinated Working
Capital Credit Documents in amounts on any applicable date of not less than $2,000,000, less the
lowest daily Availability during the five (5) consecutive Business Days immediately preceding the
date of any such Funding Request, and each day thereafter for so long as Availability shall be less
than $2,000,000, provided that the Borrowers shall not be obligated to incur Subordinated Working
Capital Indebtedness hereunder in an aggregate amount exceeding $5,000,000 outstanding at any time.
The Borrowers may request advances under the Subordinated Working Capital Documents in excess of
such required amounts from time to time upon prior notice to the Agents. The Borrowers may repay
Subordinated Working Capital Indebtedness, whether incurred voluntarily or otherwise hereunder, if
and only if, (i) Availability shall have been greater than $2,000,000 for five (5) consecutive
Business Days preceding any repayment date, (ii) after giving effect to such repayments there will
be not less than $2,000,000 of Availability for five (5) consecutive Business Days thereafter,
(iii) the aggregate amount of such repayments do not exceed the amount of the Subordinated Working
Capital Indebtedness plus interest and other fees at a rate not to exceed 10 % per annum in the
aggregate, and (iv) no Default or Event of Default exists. Amounts repaid in respect of
Subordinated Working Capital Indebtedness, to the extent



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permitted under the provisions of this
Section 5.19, shall be deemed applied first to that portion of the Subordinated Working
Capital Indebtedness voluntarily incurred by the Borrowers, to the extent thereof, and next to
Subordinated Working Capital Indebtedness incurred to satisfy the requirements of this Section
5.19.




ARTICLE VI




FINANCIAL COVENANTS




          Each Borrower covenants and agrees that so long as any Lender has a Commitment hereunder or
any Obligation remains unpaid or outstanding:




               Section 6.1 Fixed Charge Coverage Ratio. From and after any date on which the Excess
Availability Conditions are not satisfied (and thereafter until the Reinstatement Conditions are
satisfied), the Borrowers shall maintain, as of the end of the immediately preceding Fiscal Quarter
and each Fiscal Quarter thereafter, a Fixed Charge Coverage Ratio of not less than (a) 1.10: 1.00
for the Fiscal Quarter ending September 30, 2006, (b) 1.15:1.00 for the Fiscal Quarters ending
December 31, 2006 and March 31 and June 30, 2007, and (c) 1.25:1.00 for the Fiscal Quarter ending
September 30, 2007 and as of the last day of each Fiscal Quarter thereafter.



               Section 6.2 Capital Expenditures. On any date on which the Excess Availability Conditions
are not satisfied (and thereafter until the Reinstatement Conditions are satisfied), the Borrowers
shall not make Capital Expenditures if, after giving effect thereto, the following limitations
would be exceeded: (a) $67,000,000 during the Fiscal Year ending December 31, 2006, exclusive,
however, of capital assets valued up to $6,000,0000 acquired on or about August 1, 2006, by Delek
Refining from Pride Companies, L.P. and its Affiliates; (b) $40,000,000 during the Fiscal Year
ending December 31, 2007; or (c) $10,000,000 during the Fiscal Year ending December 31, 2008,
provided, that up to $7,500,000 of Capital Expenditures permitted in any Fiscal Year that
were not made in such Fiscal Year may be carried to the next, and only the next, Fiscal Year.



ARTICLE VII




NEGATIVE COVENANTS




          Each Borrower covenants and agrees that so long as any Lender has a Commitment hereunder or
any Obligation remains outstanding:




               Section 7.1 Indebtedness and Preferred Equity. The Borrowers will not, and will not permit
any of their Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness, except:



          (a) Indebtedness created pursuant to the Loan Documents;




          (b) Indebtedness of the Borrowers and their Subsidiaries existing on the date hereof and set
forth on Schedule 7.1 and extensions, renewals and replacements of any such Indebtedness
that do not increase the outstanding principal amount thereof (immediately prior




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to giving effect
to such extension, renewal or replacement) or shorten the maturity or the weighted average life
thereof;




          (c) Indebtedness of the Borrowers or any Subsidiary incurred to finance the acquisition,
construction or improvement of any fixed or capital assets, including Capital Lease Obligations,
and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a
Lien on any such assets prior to the acquisition thereof to the extent consistent with the
provisions of Section 6.2;




          (d) Indebtedness of the Borrowers owing to any Subsidiary and of any Subsidiary owing to a
Borrower or any other Subsidiary; provided, that any such Indebtedness that is owed to a
Subsidiary that is not a Subsidiary Loan Party shall be subject to Section 7.4;




          (e) Guarantees by a Borrower of Indebtedness of any Subsidiary and by any Subsidiary of
Indebtedness of a Borrower or any other Subsidiary; provided, that Guarantees by any Loan
Party of Indebtedness of any Subsidiary that is not a Subsidiary Loan Party shall be subject to
Section 7.4;




          (f) Permitted Subordinated Debt;




          (g) Indebtedness in respect of Hedging Obligations permitted by Section 7.10; and




          (h) other unsecured Indebtedness of a Borrower or its Subsidiaries in an aggregate principal
amount not to exceed $5,000,000.



No Borrower will, nor will it permit any Subsidiary to, issue any preferred stock or other
preferred equity interests that (i) matures or is mandatorily redeemable pursuant to a sinking fund
obligation or otherwise, (ii) is or may become redeemable or repurchaseable by a Borrower or such
Subsidiary at the option of the holder thereof, in whole or in part or (iii) is convertible or
exchangeable at the option of the holder thereof for Indebtedness or preferred stock or any other
preferred equity interests described in this paragraph, on or prior to, in the case of clause (i),
(ii) or (iii), the first anniversary of the Revolving Commitment Termination Date.




               Section 7.2 Negative Pledge. The Borrowers will not, and will not permit any of their
Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of their assets or
property now owned or hereafter acquired or, except:



          (a) Liens securing the Obligations;




          (b) Permitted Liens;




          (c) any Liens on any property or asset of a Borrower or any Subsidiary existing on the
Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply
to any other property or asset of such Borrower or any Subsidiary;




          (d) purchase money Liens upon or in any fixed or capital assets to secure the purchase price
or the cost of construction or improvement of such fixed or capital assets or to





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secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or
improvement of such fixed or capital assets (including Liens securing any Capital Lease
Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section
7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the
acquisition, improvement or completion of the construction thereof; (iii) such Lien does not
extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of
acquiring, constructing or improving such fixed or capital assets;




          (e) any Lien (i) existing on any asset of any Person at the time such Person becomes a
Subsidiary of a Borrowers, (ii) existing on any asset of any Person at the time such Person is
merged with or into a Borrower or any Subsidiary of a Borrower or (iii) existing on any asset
prior to the acquisition thereof by a Borrower or any Subsidiary of a Borrower; provided,
that any such Lien was not created in the contemplation of any of the foregoing and any such Lien
secures only those obligations which it secures on the date that such Person becomes a Subsidiary
or the date of such merger or the date of such acquisition; and




          (f) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through
(d) of this Section 7.2; provided, that the principal amount of the Indebtedness
secured thereby is not increased and that any such extension, renewal or replacement is limited to
the assets originally encumbered thereby.




               Section 7.3 Fundamental Changes.



          (a) The Borrowers will not, and will not permit any Subsidiary to, merge into or consolidate
into any other Person, or permit any other Person to merge into or consolidate with it, or sell,
lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all
or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all
or substantially all of the stock of any of their Subsidiaries (in each case, whether now owned or
hereafter acquired) or liquidate or dissolve; provided, that if at the time thereof and
immediately after giving effect thereto, no Default or Event of Default shall have occurred and be
continuing (i) a Borrower or any Subsidiary may merge with a Person if a Borrower (or such
Subsidiary if such Borrower is not a party to such merger) is the surviving Person, (ii) any
Subsidiary may merge into another Subsidiary; provided, that if any party to such merger
is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any
Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its
assets to the Borrowers or to a Subsidiary Loan Party and (iv) any Subsidiary (other than a
Subsidiary Loan Party) may liquidate or dissolve if the Borrowers determine in good faith that
such liquidation or dissolution is in the best interests of the Borrowers and is not materially
disadvantageous to the Lenders; provided, that any such merger involving a Person that is
not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also
permitted by Section 7.4. Nothing in this Section 7.3(a) shall affect the rights and
obligations of the Borrowers under the Marketing Agreement.




          (b) The Borrowers will not, and will not permit any of their Subsidiaries to, engage in any
business other than businesses of the type conducted by the Borrowers and their Subsidiaries on
the date hereof and businesses reasonably related thereto.

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               Section 7.4 Investments, Loans, Etc. The Borrowers will not, and will not permit any of
their Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person
that was not a wholly-owned Subsidiary prior to such merger), any common stock, evidence of
indebtedness or other securities (including any option, warrant, or other right to acquire any of
the foregoing) of, make
or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to
exist any investment or any other interest in, any other Person (all of the foregoing being
collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a
series of transactions) any assets of any other Person that constitute a business unit, or create
or form any Subsidiary, except:



          (a) Investments (other than Permitted Investments) existing on the date hereof and set forth
on Schedule 7.4 (including Investments in Subsidiaries);




          (b) Permitted Investments;




          (c) Guarantees constituting Indebtedness permitted by Section 7.1;




          (d) Investments made by the Borrowers in or to any Subsidiary and by any Subsidiary to the
Borrowers or in or to another Subsidiary; provided, that the aggregate amount of
Investments by Loan Parties in or to, and Guarantees by Loan Parties of Indebtedness of any
Subsidiary that is not a Subsidiary Loan Party (including all such Investments and Guarantees
existing on the Closing Date), shall not exceed $1,000,000 at any time outstanding;




          (e) loans or advances to employees, officers or directors of the Borrowers or any Subsidiary
in the ordinary course of business for travel, relocation and related expenses; provided, however,
that the aggregate outstanding amount of all such loans and advances does not exceed $300,000 at
any time;




          (f) Hedging Transactions permitted by Section 7.10; and




          (g) Other Investments which in the aggregate do not exceed $1,000,000 in any Fiscal Year.




               Section 7.5 Restricted Payments. The Borrowers will not, and will not permit their
Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any dividend on
any class of its stock, or make any payment on account of, or set apart assets for a sinking or
other analogous fund for, the purchase, redemption, retirement, defeasance or other acquisition of,
any shares of common stock or Indebtedness subordinated to the Obligations of the Borrowers or any
Guarantee thereof or any options, warrants, or other rights to purchase such common stock or such
Indebtedness, whether now or hereafter outstanding (each, a “Restricted Payment”), except
for (i) dividends payable by the Borrowers solely in shares of any class of their common stock,
(ii) Restricted Payments made by any Subsidiary to the Borrowers or to another Subsidiary, on at
least a pro rata basis with any other shareholders if such Subsidiary is not wholly owned by a
Borrower and other wholly owned Subsidiaries, (iii) dividends or distributions in respect of its
stock or equity interests, provided that on any date on which the Excess Availability Conditions
are not satisfied (and thereafter until the Reinstatement Conditions are satisfied) neither
Borrower shall pay any cash dividend or distribution in respect of any class of its stock or equity
interests until after payment in full of the



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Subordinated Note and, after such payment in full,
each of the Conditions to Dividends shall have been satisfied as of the date of and after giving
effect to any such dividend or distribution, (iv) fees payable under the Management Agreement,
provided that on any date on
which the Excess Availability Conditions are not satisfied (and thereafter until the Reinstatement
Conditions are satisfied) the Borrowers shall not pay any fees under the Management Agreement if,
after giving effect to such payments, the aggregate fees paid in the applicable Fiscal Year would
exceed $2,500,000, (v) amounts payable under the Marketing Agreement, (vi) payments permitted in
respect of Permitted Subordinated Debt, and (viii) reimbursements paid to an Affiliate for direct
operating expenses paid by such Affiliate on behalf of a Borrower.




               Section 7.6 Sale of Assets. The Borrowers will not, and will not permit any of their
Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its assets,
business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary,
issue or sell any shares of such Subsidiary’s Capital Stock to any Person other than a Borrower or
any wholly-owned Subsidiary of a Borrower (or to qualify directors if required by applicable law),
except:



          (a) the sale or other disposition for fair market value of obsolete or worn out property or
other property not necessary for operations disposed of in the ordinary course of business;




          (b) the sale of inventory and Permitted Investments in the ordinary course of business; and




          (c) the sale or other disposition of such assets in an aggregate amount not to exceed
$1,000,000 in any Fiscal Year.




               Section 7.7 Transactions with Affiliates. The Borrowers will not, and will not permit any
of their Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase,
lease or otherwise acquire any property or assets from, or otherwise engage in any other
transactions with, any of its Affiliates, except, after written notice to the Agents (except with
respect to clauses (d), (e) and (f) below), (a) in the ordinary course of business at prices and on
terms and conditions not less favorable to the Borrowers or such Subsidiary than could be obtained
on an arm’s-length basis from unrelated third parties provided, that no such Accounts arising from
sales to Mapco shall be permitted unless either (i) such Accounts are LC Backed Accounts, or (ii)
for so long as Availability is greater than $20,000,000, the Borrowers may enter into transactions
giving rise to Accounts owing by Mapco that are not LC Backed Accounts but in an aggregate amount
not to exceed $5,000,000 at any time outstanding, (b) transactions between or among the Borrowers
and any Subsidiary Loan Party not involving any other Affiliates, (c) any Restricted Payment
permitted by Section 7.5, (d) payments under the Management Agreement subject to the
restrictions set forth in Section 7.5 and (e) payments under the Marketing Agreement and
(f) any transactions contemplated by the Services Agreement and the Marketing Agreement.



               Section 7.8 Restrictive Agreements. The Borrowers will not, and will not permit any
Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that
prohibits, restricts or imposes any condition upon (a) the ability of the



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Borrowers or any
Subsidiary to create, incur or permit any Lien upon any of its
assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary
to pay dividends or other distributions with respect to its common stock, to make or repay loans or
advances to the Borrowers or any other Subsidiary, to Guarantee Indebtedness of the Borrowers or
any other Subsidiary or to transfer any of its property or assets to a Borrower or any Subsidiary
of a Borrower; provided, that (i) the foregoing shall not apply to restrictions or
conditions imposed by law or by this Agreement or any other Loan Document, (ii) the foregoing shall
not apply to customary restrictions and conditions contained in agreements relating to the sale of
a Subsidiary pending such sale, provided such restrictions and conditions apply only to the
Subsidiary that is sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to
restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by
this Agreement if such restrictions and conditions apply only to the property or assets securing
such Indebtedness or to customary provisions in leases restricting the assignment thereof.




               Section 7.9 Sale and Leaseback Transactions. The Borrowers will not, and will not permit
any of the Subsidiaries to, enter into any arrangement, directly or indirectly, whereby it shall
sell or transfer any property, real or personal, used or useful in its business, whether now owned
or hereinafter acquired, and thereafter rent or lease such property or other property that it
intends to use for substantially the same purpose or purposes as the property sold or transferred.



               Section 7.10 Hedging Transactions. The Borrowers will not, and will not permit any of the
Subsidiaries to, enter into any Hedging Transaction, other than Hedging Transactions entered into
in the ordinary course of business to hedge or mitigate interest rate or commodity pricing risks to
which the Borrowers or any Subsidiary is exposed in the conduct of its business or the management
of its liabilities; provided, that the Borrowers shall not enter into any Hedging
Transactions with counterparties other than financial institutions that have combined capital and
surplus and undivided profits of not less than $500,000,000, Persons whose senior, long term
unsecured debt has an actual or implied rating at or above BBB- from S&P or the equivalent or
higher rating by any other nationally recognized rating agency, or such other Persons as shall be
reasonably acceptable to the Administrative Agent. Solely for the avoidance of doubt, the
Borrowers acknowledge that a Hedging Transaction entered into for speculative purposes or of a
speculative nature (which shall be deemed to include any Hedging Transaction under which the
Borrowers or any of their Subsidiaries is or may become obliged to make any payment (i) in
connection with the purchase by any third party of any common stock or any Indebtedness or (ii) as
a result of changes in the market value of any common stock or any Indebtedness) is not a Hedging
Transaction entered into in the ordinary course of business to hedge or mitigate interest rate
risks.



               Section 7.11 Amendment to Material Documents. The Borrowers will not, and will not permit
any of their Subsidiaries to, amend, modify or waive, in a manner materially adverse to the
Lenders, any of their rights under (a) their respective certificates of incorporation, bylaws or
other organizational documents, (b) the Asset Purchase Agreement or (c) any Qualified Marketing
Document (it being acknowledged that the
operation of escalation clauses and other pricing and fee adjustments as contemplated by the
Qualified



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Marketing Documents in accordance with their tenor as of the Closing Date will not
constitute amendments, modifications or waivers thereof).




               Section 7.12 Permitted Subordinated Indebtedness.



          (a) The Borrowers will not, and will not permit any of their Subsidiaries to (i) prepay,
redeem, repurchase or otherwise acquire for value any Permitted Subordinated Debt, or (ii) make
any principal, interest or other payments on any Permitted Subordinated Debt that is not expressly
permitted by the subordination provisions of the Subordinated Debt Documents.




          (b) The Borrowers will not, and will not permit any of their Subsidiaries to, agree to or
permit any amendment, modification or waiver of any provision of any Subordinated Debt Document if
the effect of such amendment, modification or waiver is to (i) increase the interest rate on such
Permitted Subordinated Debt or change (to earlier dates) the dates upon which principal and
interest are due thereon; (ii) alter the redemption, prepayment or subordination provisions
thereof; (iii) alter the covenants and events of default in a manner that would make such
provisions more onerous or restrictive to the Borrowers or any such Subsidiary; or (iv) otherwise
increase the obligations of the Borrowers or any Subsidiary in respect of such Permitted
Subordinated Debt or confer additional rights upon the holders thereof which individually or in
the aggregate would be adverse to the Borrowers or any of their Subsidiaries or to the Agents or
the Lenders.




               Section 7.13 Accounting Changes. The Borrowers will not, and will not permit any of their
Subsidiaries to, make any significant change in accounting treatment or reporting practices, except
as required by GAAP, or change the fiscal year of the Borrowers or of any of their Subsidiaries,
except to change the fiscal year of a Subsidiary to conform its fiscal year to that of the
Borrowers.



               Section 7.14 Lease Obligations. The Borrowers will not, and will not permit any Subsidiary
to, create or suffer to exist any obligations for the payment under operating leases or agreements
to lease (but excluding any obligations under leases required to be classified as capital leases
under GAAP having a term of five years or more) which would cause the present value of the direct
or contingent liabilities of the Consolidated Companies under such leases or agreements to lease,
on a consolidated basis, to exceed $1,000,000 in the aggregate in any Fiscal Year.



ARTICLE VIII




EVENTS OF DEFAULT




               Section 8.1 Events of Default. If any of the following events (each an “Event of Default”) shall occur:



          (a) the Borrowers shall fail to pay any principal of any Loan or of any reimbursement
obligation in respect of any LC Disbursement when and as the same shall become due and payable,
whether at the due date thereof or at a date fixed for prepayment or otherwise; or

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          (b) the Borrowers shall fail to pay any interest on any Loan or any fee or any other amount
(other than an amount payable under clause (a) of this Section 8.1) payable under this
Agreement or any other Loan Document, when and as the same shall become due and payable, and such
failure shall continue unremedied for a period of three (3) Business Days; or




          (c) any representation or warranty made or deemed made by or on behalf of the Borrowers or
any Subsidiary in or in connection with this Agreement or any other Loan Document (including the
Schedules attached thereto) and any amendments or modifications hereof or waivers hereunder, or in
any certificate, report, financial statement or other document submitted to the Administrative
Agent or the Lenders by any Loan Party or any representative of any Loan Party pursuant to or in
connection with this Agreement or any other Loan Document shall prove to be incorrect in any
material respect when made or deemed made or submitted; or




          (d) the Borrowers shall fail to observe or perform any covenant or agreement contained in (i)
Sections 5.1, 5.2, or 5.11 (with respect to the Borrowers’ existence) or
Articles VI or VII, or (ii) with respect to the Borrowers’ obligation to deliver
Borrowing Base Certificates under Section 5.9, such failure shall remain unremedied (i)
one (1) Business Day on more than three occasions during any 30 day period during any period in
which Borrowing Base Certificates are deliverable daily and (ii) three (3) Business Days during a
period in which Borrowing Base Certificates are deliverable less frequently; or




          (e) any Loan Party shall fail to observe or perform any covenant or agreement contained in
this Agreement (other than those referred to in clauses (a), (b) and (d) above) or any other Loan
Document, and such failure shall remain unremedied for 30 days after the earlier of (i) any
Responsible Officer of a Borrower becomes aware of such failure, or (ii) written notice thereof
shall have been given to the Borrower by an Agent or any Lender; or




          (f) any Subordinated Debt Document shall cease to be in full force and effect or the validity
or enforceability thereof is disaffirmed by or on behalf of any subordinated lender party thereto,
or any Obligations fail to constitute “Senior Indebtedness” for purposes of the applicable
Subordinated Debt Document, or all or any part of the Permitted Subordinated Debt is accelerated,
declared to be due and payable, or is required to be prepaid or redeemed, in each case prior to
the stated maturity thereof or the holder of any Permitted Subordinated Debt shall breach the
terms of any subordination agreement with an Agent or the Lenders; or




          (g) the Borrowers or any Subsidiary (whether as primary obligor or as guarantor or other
surety) shall fail to pay any principal of, or premium or interest on, any Material Indebtedness
that is outstanding, when and as the same shall become due and payable (whether at scheduled
maturity, required prepayment, acceleration, demand or otherwise), and
such failure shall continue after the applicable grace period, if any, specified in the
agreement or instrument evidencing or governing such Indebtedness; or any other event shall occur
or condition shall exist under any agreement or instrument relating to such Indebtedness and shall
continue after the applicable grace period, if any, specified in such agreement or instrument, if
the effect of such event or condition is to accelerate, or permit the acceleration of, the
maturity of such Indebtedness; or any such Indebtedness shall be declared to be due and payable,
or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or

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redemption), purchased or defeased, or any offer to prepay, redeem, purchase or defease such
Indebtedness shall be required to be made, in each case prior to the stated maturity thereof; or




          (h) a Borrower or any Subsidiary shall (i) commence a voluntary case or other proceeding or
file any petition seeking liquidation, reorganization or other relief under any federal, state or
foreign bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the
appointment of a custodian, trustee, receiver, liquidator or other similar official of its or any
substantial part of its property, (ii) consent to the institution of, or fail to contest in a
timely and appropriate manner, any proceeding or petition described in clause (i) of this
Section 8.1, (iii) apply for or consent to the appointment of a custodian, trustee,
receiver, liquidator or other similar official for a Borrower or any such Subsidiary for a
substantial part of its assets, (iv) file an answer admitting the material allegations of a
petition filed against it in any such proceeding, (v) make a general assignment for the benefit of
creditors, or (vi) take any action for the purpose of effecting any of the foregoing; or




          (i) an involuntary proceeding shall be commenced or an involuntary petition shall be filed
seeking (i) liquidation, reorganization or other relief in respect of a Borrower, any Subsidiary
or its debts, or any substantial part of its assets, under any federal, state or foreign
bankruptcy, insolvency or other similar law now or hereafter in effect or (ii) the appointment of
a custodian, trustee, receiver, liquidator or other similar official for a Borrower or any
Subsidiary for a substantial part of its assets, and in any such case, such proceeding or petition
shall remain undismissed for a period of 60 days or an order or decree approving or ordering any
of the foregoing shall be entered; or




          (j) a Borrower or any Subsidiary shall become unable to pay, shall admit in writing its
inability to pay, or shall fail to pay, its debts as they become due; or




          (k) an ERISA Event shall have occurred that, when taken together with other ERISA Events that
have occurred, would reasonably be expected to result in a Material Adverse Effect; or




          (l) any judgment or order for the payment of money in excess of $2,000,000 in the aggregate,
which shall be rendered against a Borrower or any Subsidiary, and either (i) enforcement
proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there
shall be a period of 30 consecutive days during which a stay of enforcement of such judgment or
order, by reason of a pending appeal or otherwise, shall not be in effect; or




          (m) any non-monetary judgment or order shall be rendered against a Borrower or any Subsidiary
that could reasonably be expected to have a Material Adverse
Effect, and there shall be a period of 30 consecutive days during which a stay of enforcement
of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or




          (n) a Change in Control shall occur or exist; or




          (o) any Loan Document shall for any reason cease to be valid and binding on, or enforceable
against, any Loan Party that is a party thereto, or any Loan Party shall so state in writing, or
any Loan Party shall seek to terminate a Loan Document;

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then, and in every such event (other than an event with respect to the Borrowers described in
clause (h) or (i) of this Section 8.1) and at any time thereafter during the continuance of
such event, the Administrative Agent may, and upon the written request of the Required Lenders
shall, by notice to the Borrowers, take any or all of the following actions, at the same or
different times: (i) terminate the Commitments, whereupon the Commitment of each Lender shall
terminate immediately, (ii) declare the principal of and any accrued interest on the Loans, and all
other Obligations owing hereunder, to be, whereupon the same shall become, due and payable
immediately, without presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrowers, (iii) exercise all remedies contained in any other Loan Document,
and (iv) exercise any other remedies available at law or in equity; and that, if an Event of
Default specified in either clause (h) or (i) shall occur, the Commitments shall automatically
terminate and the principal of the Loans then outstanding, together with accrued interest thereon,
and all fees, and all other Obligations shall automatically become due and payable, without
presentment, demand, protest or other notice of any kind, all of which are hereby waived by the
Borrowers.




ARTICLE IX




THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT




               Section 9.1 Appointment of Agents.



          (a) Each Lender irrevocably appoints SunTrust Bank as the Administrative Agent and as the
Collateral Agent and authorizes each to take such actions on its behalf and to exercise such
powers as are delegated to the Administrative Agent and the Collateral Agent, respectively, under
this Agreement and the other Loan Documents, together with all such actions and powers that are
reasonably incidental thereto. The Administrative Agent and the Collateral Agent may perform any
of their duties hereunder or under the other Loan Documents by or through any one or more
sub-agents or attorneys-in-fact appointed by the either. The Administrative Agent, the Collateral
Agent and any such sub-agent or attorney-in-fact may perform any and all of their duties and
exercise their rights and powers through their respective Related Parties. The exculpatory
provisions set forth in this Article shall apply to any such sub-agent or attorney-in-fact and the
Related Parties of the Administrative Agent or the Collateral Agent, any such sub-agent and any
such attorney-in-fact and shall apply to their respective activities in connection with the
syndication of the credit facilities provided for herein as well as activities as Administrative
Agent and the Collateral Agent.




          (b) The Issuing Bank shall act on behalf of the Lenders with respect to any Letters of Credit
issued by it and the documents associated therewith until such time and except for so long as the
Administrative Agent may agree at the request of the Required Lenders to act for the Issuing Bank
with respect thereto; provided, that the Issuing Bank shall have all the benefits and immunities
(i) provided to the Administrative Agent in this Article with respect to any acts taken or
omissions suffered by the Issuing Bank in connection with Letters of Credit issued by it or
proposed to be issued by it and the application and agreements for letters of credit pertaining to
the Letters of Credit as fully as if the term “Administrative Agent” as used in this Article
included the Issuing Bank with respect to such acts or omissions and (ii) as additionally provided
in this Agreement with respect to the Issuing Bank.

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               Section 9.2 Nature of Duties. Neither the Administrative Agent nor the Collateral Agent
shall have any duties or obligations except those expressly set forth in this Agreement and the
other Loan Documents. Without limiting the generality of the foregoing, (a) neither the
Administrative Agent nor the Collateral Agent shall be subject to any fiduciary or other implied
duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b)
neither the Administrative Agent nor the Collateral Agent shall have any duty to take any
discretionary action or exercise any discretionary powers, except those discretionary rights and
powers expressly contemplated by the Loan Documents that either Agent is required to exercise in
writing by the Required Lenders (or such other number or percentage of the Lenders as shall be
necessary under the circumstances as provided in Section 10.2), and (c) except as expressly
set forth in the Loan Documents, neither the Administrative Agent nor the Collateral Agent shall
have any duty to disclose, and shall not be liable for the failure to disclose, any information
relating to the Borrowers or any of their Subsidiaries that is communicated to or obtained by an
Agent or any of its Affiliates in any capacity. Neither the Administrative Agent nor the
Collateral Agent shall be liable for any action taken or not taken by it, its sub-agents or
attorneys-in-fact with the consent or at the request of the Required Lenders (or such other number
or percentage of the Lenders as shall be necessary under the circumstances as provided in
Section 10.2) or in the absence of its own gross negligence or willful misconduct. Neither
the Administrative Agent nor the Collateral Agent shall be responsible for the negligence or
misconduct of any sub-agents or attorneys-in-fact selected by it with reasonable care. Neither the
Administrative Agent nor the Collateral Agent shall be deemed to have knowledge of any Default or
Event of Default unless and until written notice thereof (which notice shall include an express
reference to such event being a “Default” or “Event of Default” hereunder) is given to an Agent by
the Borrowers or any Lender, and neither Agent shall be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation made in or in connection
with any Loan Document, (ii) the contents of any certificate, report or other document delivered
hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance
of any of the covenants, agreements, or other terms and conditions set forth in any Loan Document,
(iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other
agreement, instrument or document, or (v) the satisfaction of any condition set forth in
Article III or elsewhere in any Loan Document, other than to confirm receipt of items
expressly required to be delivered to an Agent. The Agents may consult with legal counsel
(including counsel for the Borrower) concerning all matters pertaining to such duties.



               Section 9.3 Lack of Reliance on the Agents. Each of the Lenders, the Swingline Lender and
the Issuing Bank acknowledges that it has, independently and without reliance upon the Agents or
any other Lender and based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement. Each of the Lenders, the Swingline
Lender and the Issuing Bank also acknowledges that it will, independently and without reliance upon
the Agents or any other Lender and based on such documents and information as it has deemed
appropriate, continue to make its own decisions in taking or not taking of any action under or
based on this Agreement, any related agreement or any document furnished hereunder or thereunder.



               Section 9.4 Certain Rights of the Agents. If an Agent shall request instructions from the
Required Lenders with respect to any action or actions (including



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the failure to act) in connection
with this Agreement, such Agent shall be entitled to refrain from such act or taking such act,
unless and until it shall have received instructions from such Lenders; and such Agent shall not
incur liability to any Person by reason of so refraining. Without limiting the foregoing, no
Lender shall have any right of action whatsoever against either Agent as a result of such Agent
acting or refraining from acting hereunder in accordance with the instructions of the Required
Lenders where required by the terms of this Agreement.




               Section 9.5 Reliance by Agents. The Agents shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate, consent, statement,
instrument, document or other writing believed by it to be genuine and to have been signed, sent or
made by the proper Person. The Agents may also rely upon any statement made to them orally or by
telephone and believed by them to be made by the proper Person and shall not incur any liability
for relying thereon. The Agents may consult with legal counsel (including counsel for the
Borrowers), independent public accountants and other experts selected by them and shall not be
liable for any action taken or not taken by them in accordance with the advice of such counsel,
accountants or experts.



               Section 9.6 The Agents in their Individual Capacity. Any bank or other financial
institution serving as an Agent shall have the same rights and powers under this Agreement and any
other Loan Document in its capacity as a Lender as any other Lender and may exercise or refrain
from exercising the same as though it were not an Agent; and the terms “Lenders”, “Required
Lenders”, “holders of Notes”, or any similar terms shall, unless the context clearly otherwise
indicates, include each of the Administrative Agent and the Collateral Agent in their individual
capacities. Any bank acting as an Agent and its Affiliates may accept deposits from, lend money
to, and generally engage in any kind of business with the Borrowers or any Subsidiary or Affiliate
of the Borrowers as if it were not an Agent hereunder.



               Section 9.7 Successor Agents.



          (a) An Agent may resign at any time by giving notice thereof to the Lenders and the
Borrowers. Upon any such resignation, the Required Lenders shall have the right to appoint a
successor Agent, subject to the approval by the Borrowers provided that no Event of Default shall
exist at such time. If no successor Agent shall have been so appointed, and shall have accepted
such appointment within 30 days after the retiring Agent gives notice of resignation, then the
retiring Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Agent,
which shall be a commercial bank organized under the laws of the United States of America or any
state thereof or a bank or a commercial finance lender which maintains an office in the United
States, having a combined capital and surplus of at least $500,000,000.




          (b) Upon the acceptance of its appointment as an Agent hereunder by a successor, such
successor Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its
duties and obligations under this Agreement and the other Loan Documents. If within 45 days after
written notice is given of the retiring Agent’s resignation under this Section 9.7 no
successor Agent shall have been appointed and shall have accepted such appointment, then on such
45th day (i) the retiring Agent’s resignation shall become effective,

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(ii) the retiring
Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and
(iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the
Loan Documents until such time as the Required Lenders appoint a successor Agent as provided
above. After any retiring Agent’s resignation hereunder, the provisions of this Article shall
continue in effect for the benefit of such retiring Agent and its representatives and agents in
respect of any actions taken or not taken by any of them while it was serving as an Agent.




               Section 9.8 Authorization to Execute other Loan Documents. Each Lender hereby authorizes
each Agent to execute on behalf of all Lenders all Loan Documents other than this Agreement.



               Section 9.9 Documentation Agent; Syndication Agent. Each Lender hereby designates The CIT
Group/Business Credit, Inc. and National City Business Credit, Inc. as Co-Documentation Agents and
agrees that the Co-Documentation Agents shall have no duties or obligations, as such, under any
Loan Documents to any Lender or any Loan Party. Each Lender hereby designates Bank of America,
N.A. and PNC Bank, National Association as Co-Syndication Agents and agrees that the Co-Syndication
Agents shall have no duties or obligations, as such, under any Loan Documents to any Lender or any
Loan Party.



               Section 9.10 BSI Report; Reconciliation to Borrowing Base. Upon the Agents’ receipt of the
BSI Report, they shall promptly reconcile such report to the most recent Borrowing Base Certificate
and deliver such reconciliation to the Lenders.



ARTICLE X




MISCELLANEOUS




               Section 10.1 Notices.



          (a) Except in the case of notices and other communications expressly permitted to be given by
telephone, all notices and other communications to any party herein to be effective shall be in
writing and shall be delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:




	 	 	 	 	 
	 

	 	To the Borrowers:	 	 
	 
	 	 	 	 
	 

	 	 	 	DELEK REFINING, LTD.
	 

	 	 	 	830 Crescent Centre, Suite 300
	 

	 	 	 	Franklin, Tennessee 37067
	 

	 	 	 	Attn: Mr. Ed Morgan, CFO and Treasurer
	 

	 	 	 	Telecopy No.: (615) 224-1185
	 
	 	 	 	 
	 

	 	 	 	and
	 
	 	 	 	 





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	 	 	 	Fulbright & Jaworski LLP
	 

	 	 	 	666 Fifth Avenue
	 

	 	 	 	New York, New York 10103
	 

	 	 	 	Attn: Mara Rogers
	 

	 	 	 	Telecopy No.: (212) 318-3400
	 
	 	 	 	 
	 

	 	To the Administrative Agent, 

Collareral Agent

or Swingline Lender:
	 	SunTrust Bank
	 

	 	 	 	303 Peachtree Street, N. E.
	 

	 	 	 	Atlanta, Georgia 30308
	 

	 	 	 	Attention: Mr. Patrick Bickers
	 

	 	 	 	Telecopy Number: (404) 588-7189
	 
	 	 	 	 
	 

	 	With a copy to:
	 	SunTrust Bank
	 

	 	 	 	Agency Services
	 

	 	 	 	303 Peachtree Street, N. E./ 25th Floor
	 

	 	 	 	Atlanta, Georgia 30308
	 

	 	 	 	Attention: Ms. Doris Folsum
	 

	 	 	 	Telecopy Number: (404) 658-4906
	 
	 	 	 	 
	 

	 	 	 	and
	 
	 	 	 	 
	 

	 	 	 	Parker Hudson Rainer & Dobbs LLP
	 

	 	 	 	285 Peachtree Center Avenue
	 

	 	 	 	Marquis Two Tower, Suite 1500
	 

	 	 	 	Atlanta, Georgia 30303
	 

	 	 	 	Attention: Robert A. Crosby
	 

	 	 	 	Telecopy Number: (404) 522-8409
	 
	 	 	 	 
	 

	 	To the Issuing Bank:
	 	SunTrust Bank
	 

	 	 	 	25 Park Place, N. E./Mail Code 3706
	 

	 	 	 	Atlanta, Georgia 30303
	 

	 	 	 	Attention: John Conley
	 

	 	 	 	Telecopy Number: (404) 588-8129
	 
	 	 	 	 
	 

	 	To the Swingline Lender:
	 	SunTrust Bank
	 

	 	 	 	Agency Services
	 

	 	 	 	303 Peachtree Street, N.E./25th Floor
	 

	 	 	 	Atlanta, Georgia 30308
	 

	 	 	 	Attention: Ms. Doris Folsum
	 

	 	 	 	Telecopy Number: (404) 658-4906
	 
	 	 	 	 
	 

	 	To any other Lender:
	 	the address set forth in the Administrative
	 

	 	 	 	Questionnaire or the Assignment and Acceptance
	 

	 	 	 	Agreement executed by such Lender






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Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All such notices and
other communications to any Person shall, when transmitted by overnight delivery, or
faxed, be effective the next day after presentation to an overnight courier for
overnight (next-day) delivery, or transmitted in legible form by facsimile machine,
respectively, or if mailed, upon the fifth Business Day after the date on which the same
is deposited with the US Postal Service by certified or registered mail or if delivered,
upon delivery; provided, that notices delivered to the Administrative Agent, the
Collateral Agent, the Issuing Bank or the Swingline Bank shall not be effective until
actually received by such Person at its address specified in this Section 10.1.



          (b) Any agreement of the Agents and the Lenders herein to receive certain notices by
telephone or facsimile is solely for the convenience and at the request of the Borrowers. The
Agents and the Lenders shall be entitled to rely on the authority of any Person purporting to be a
Person authorized by the Borrowers to give such notice and the Agents and Lenders shall not have
any liability to the Borrowers or other Person on account of any action taken or not taken by the
Agents or the Lenders in good faith reliance upon such telephonic or facsimile notice. The
obligation of the Borrowers to repay the Loans and all other Obligations hereunder shall not be
affected in any way or to any extent by any failure of the Agents and the Lenders to receive
written confirmation of any telephonic or facsimile notice or the receipt by an Agent and the
Lenders of a confirmation which is at variance with the terms understood by the such Agent and the
Lenders to be contained in any such telephonic or facsimile notice.




               Section 10.2 Waiver; Amendments; Out-of-Formula Loans.



          (a) No failure or delay by an Agent, the Issuing Bank or any Lender in exercising any right
or power hereunder or any other Loan Document, and no course of dealing between the Borrowers and
the Agents or any Lender, shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right or power or any abandonment or discontinuance of steps to enforce such
right or power, preclude any other or further exercise thereof or the exercise of any other right
or power hereunder or thereunder. The rights and remedies of the Agents, the Issuing Bank and the
Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any
rights or remedies provided by law. No waiver of any provision of this Agreement or any other
Loan Document or consent to any departure by the Borrowers therefrom shall in any event be
effective unless the same shall be permitted by paragraph (b) of this Section 10.2, and
then such waiver or consent shall be effective only in the specific instance and for the purpose
for which given. Without limiting the generality of the foregoing, the making of a Loan or the
issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of
Default, regardless of whether an Agent, any Lender or the Issuing Bank may have had notice or
knowledge of such Default or Event of Default at the time.




          (b) No amendment or waiver of any provision of this Agreement or the other Loan Documents,
nor consent to any departure by the Borrowers therefrom, shall in any event be effective unless
the same shall be in writing and signed by the Borrowers and the Required Lenders or the Borrowers
and the Agents with the consent of the Required Lenders and then

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such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which given;
provided, that no amendment or waiver shall: (i) increase the Commitment of any Lender
without the written consent of such Lender, (ii) reduce the principal amount of any Loan or LC
Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without
the written consent of each Lender affected thereby, (iii) postpone the date fixed for any payment
of any principal of, or interest on, any Loan or LC Disbursement or interest thereon or any fees
hereunder or reduce the amount of, waive or excuse any such payment, or postpone the scheduled
date for the termination or reduction of any Commitment, without the written consent of each
Lender affected thereby, (iv) change Section 2.22(b) or (c) in a manner that would
alter the pro rata sharing of payments required
thereby , without the written consent of each Lender, (v) change any of the provisions of
this Section 10.2, Section 2.24, Section 5.19 or the definitions of
“Availability Reserve”, “Borrowing Base”, Pro Rata Share” or “Required Lenders” (or other defined
terms used in such definitions) in a manner more favorable to the Borrowers or any other
provisions hereof specifying the number or percentage of Lenders which are required to waive,
amend or modify any rights hereunder or make any determination or grant any consent hereunder,
without the consent of each Lender; (vi) release any guarantor or limit the liability of any such
guarantor under any guaranty agreement, without the written consent of each Lender; (vii) enforce
the Administrative Agent’s rights under the Pledge Agreement, without the consent of each Lender;
(viii) release a material portion of the Collateral except as provided in this Agreement or agree
to subordinate any Lien in the Collateral to any other creditor of a Borrower or any Subsidiary,
without the written consent of each Lender; or (ix) consent or agree to any material amendment to
the Subordination Agreement without the consent of each Lender; provided further, that no
such agreement shall amend, modify or otherwise affect the rights, duties or obligations of an
Agent, the Swingline Bank or the Issuing Bank without the prior written consent of such Person.
Notwithstanding anything contained herein to the contrary, this Agreement may be amended and
restated without the consent of any Lender (but with the consent of the Borrowers and the Agents)
if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party
to this Agreement (as so amended and restated), the Commitments of such Lender shall have
terminated (but such Lender shall continue to be entitled to the benefits of Sections
2.19, 2.20, 2.21 and 10.3), such Lender shall no other commitment or
other obligation hereunder and shall have been paid in full all principal, interest and other
amounts owing to it or accrued for its account under this Agreement.




          (c) Unless otherwise directed in writing by the Required Lenders, the Administrative Agent
may require the Lenders to honor requests by the Borrowers for Out-of-Formula Loans (in which
event, and notwithstanding anything to the contrary set forth in Section 2.1 or elsewhere
in this Agreement, the Lenders shall continue to make Revolving Loans up to their respective
Revolving Commitment) and to forbear from requiring the Borrowers to cure an Out-of-Formula
Condition, (1) when no Default exists (or if a Default exists, when the existence of such Default
is not known by the Administrative Agent), if and for so long as (i) such Out-of-Formula Condition
does not continue for a period of more than 30 consecutive days, following which no Out-of-Formula
Condition exists for at least 15 consecutive days before another Out-of-Formula Condition exists,
(ii) the amount of the aggregate Revolving Credit Exposure at any time does not exceed the
aggregate of the Revolving Commitments at such time, and (iii) the Out-of-Formula Condition is not
known by the Administrative Agent at the time in question to exceed $10,000,000; and (2)
regardless of

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whether or not an Event of Default exists, if the Administrative Agent discovers the
existence of an Out-of-Formula Condition not previously known by it to exist or if any
Out-of-Formula Condition exists by reason of the making of any Agent Advance, the Lenders shall be
obligated to continue making such Revolving Loans as directed by the Administrative Agent only (A)
if the amount of the Out-of-Formula Condition is not increased by more than $7,500,000 above the
amount determined by the Administrative Agent to exist on the date of discovery thereof and (B)
for a period not to exceed 5 Business Days; provided that at no time shall the aggregate
amount of all such Out-of-Formula Loans exceed $15,000,000. In no event shall the Borrowers or
any other Loan Party be deemed to be a beneficiary of this Section 10.2(c) or authorized
to enforce any of the provisions of this Section 10.2(c).




          (d) Each Lender grants to the Administrative Agent the right to purchase all (but not less
than all) of such Lender’s Revolving Commitment, LC Commitment, the Loans and LC Exposure owing to
it and the Notes held by it and all of its rights and obligations hereunder and under the other
Loan Documents at a price equal to the aggregate amount of outstanding Loans and LC Exposure owed
to such Lender (together with all accrued and unpaid interest and fees owed to such Lender), which
right may be exercised by the Administrative Agent if such Lender refuses to execute any
amendment, waiver or consent which requires the written consent of all Lenders and to which the
Administrative Agent, the Required Lenders and the Borrowers have agreed. Each Lender agrees that
if the Administrative Agent exercises its option hereunder, it shall promptly execute and deliver
an Assignment and Assumption Agreement and other agreements and documentation necessary to
effectuate such assignment. The Administrative Agent may assign its purchase rights hereunder to
any assignee if such assignment complies with the requirements of Section 10.4(b).




               Section 10.3 Expenses; Indemnification.



          (a) The Borrowers shall pay (i) all reasonable, out-of-pocket costs and expenses of the
Agents and their Affiliates, including the reasonable fees, charges and disbursements of counsel
for the Agents and their Affiliates, in connection with the syndication of the credit facilities
provided for herein, the preparation and administration of the Loan Documents and any amendments,
modifications or waivers thereof (whether or not the transactions contemplated in this Agreement
or any other Loan Document shall be consummated), (ii) all reasonable out-of-pocket expenses
incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of
any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket costs and
expenses (including, without limitation, the reasonable fees, charges and disbursements of outside
counsel and the allocated cost of inside counsel) incurred by the Agents, the Issuing Bank or any
Lender in connection with the enforcement or protection of its rights in connection with this
Agreement, including its rights under this Section 10.3, or in connection with the Loans
made or any Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred
during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.




          (b) The Borrowers shall indemnify the Agents (and any sub-agent thereof), each Lender and the
Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being
called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all
losses, claims, damages, liabilities and related expenses (including the





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reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall
indemnify and hold harmless each Indemnitee from all reasonable fees and time charges and
disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or
asserted against any Indemnitee by any third party or by the Borrowers or any other Loan Party
arising out of, in connection with, or as a result of (i) the execution or delivery of this
Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby,
the performance by the parties hereto of their respective obligations hereunder or thereunder or
the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of
Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing
Bank to honor a demand for payment under a Letter of Credit if the documents presented in
connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii)
any actual or alleged presence or Release of Hazardous Materials on or from any property owned or
operated by the Borrowers or any of their Subsidiaries, or any Environmental Liability related in
any way to the Borrowers or any of their Subsidiaries , or (iv) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory, whether brought by a third party or by the Borrowers or any
other Loan Party, and regardless of whether any Indemnitee is a party thereto, provided
that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses,
claims, damages, liabilities or related expenses (x) are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or
willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrowers or any
other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations
hereunder or under any other Loan Document, if the Borrowers or such Loan Party has obtained a
final and nonappealable judgment in its favor on such claim as determined by a court of competent
jurisdiction.




          (c) The Borrowers shall pay, and hold the Agents and each of the Lenders harmless from and
against, any and all present and future stamp, documentary, and other similar taxes with respect
to this Agreement and any other Loan Documents, any collateral described therein, or any payments
due thereunder, and save the Agents and each Lender harmless from and against any and all
liabilities with respect to or resulting from any delay or omission to pay such taxes.




          (d) To the extent that the Borrowers fail to pay any amount required to be paid to an Agent,
the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c) hereof, each Lender
severally agrees to pay to such Agent, the Issuing Bank or the Swingline Lender, as the case may
be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or
indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed
expense or indemnified payment, claim, damage, liability or related expense, as the case may be,
was incurred by or asserted against such Agent, the Issuing Bank or the Swingline Lender in its
capacity as such.




          (e) To the extent permitted by applicable law, the Borrowers shall not assert, and hereby
waives, any claim against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to actual or direct damages) arising out of, in
connection with or as a result of, this Agreement or any agreement or instrument





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contemplated hereby, the transactions contemplated therein, any Loan or any Letter of Credit
or the use of proceeds thereof.




          (f) All amounts due under this Section 10.3 shall be payable promptly after written
demand therefor.




                    Section 10.4 Successors and Assigns.



          (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns permitted hereby, except that no
Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the
prior written consent of each Lender (and any attempted assignment or transfer by any Borrower
without such consent shall be null and void). Nothing in this Agreement, expressed or implied,
shall be construed to confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the
Related Parties of each of the Agents and the Lenders) any legal or equitable right, remedy or
claim under or by reason of this Agreement.




          (b) Any Lender may assign to one or more Eligible Assignees all or a portion of its rights
and obligations under this Agreement (including all or a portion of its Commitment and the Loans
at the time owing to it); provided that (i) except in the case of an assignment of the
entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it
or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund with
respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans
outstanding thereunder) of the assigning Lender subject to each such assignment (determined as of
the date the Assignment and Acceptance with respect to such assignment is delivered to the
Administrative Agent) shall not be less than $1,000,000, in the case of any assignment of a
Revolving Loan or reimbursement obligation of outstanding Letters of Credit, unless the
Administrative Agent shall consent thereto (such consent not to be unreasonably withheld or
delayed), (ii) each partial assignment shall be made as an assignment of a proportionate part of
all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or
the Commitment assigned and (iii) the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee
of $1,000, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire. Upon (i) the execution and delivery of the
Assignment and Acceptance by the assigning Lender and assignee Lender, (ii) acceptance and
recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section
10.4, (iii) consent thereof from the Borrowers to the extent required pursuant to this clause
(b) and (iv) compliance by such assignee with Section 2.21(e) or Section 2.21(f),
as applicable, from and after the effective date specified in each Assignment and Acceptance, the
Eligible Assignee thereunder shall be a party hereto and, to the extent of the interest assigned
by such Assignment and Acceptance, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the
case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations
under this Agreement, such Lender shall cease to be a party hereto but shall continue to be
entitled to the benefits of




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Sections 2.19, 2.20, 2.21 and 10.3). Any assignment or
transfer by a Lender of rights or obligations under this Agreement that does not comply with this
paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (d) of this Section
10.4. Notwithstanding the foregoing, no Assignee will be entitled to receive any greater
payment under Section 2.19, 2.20 or 2.21 than the applicable Assignor
would have been entitled to receive had such assignment not occurred.




          (c) The Administrative Agent, acting solely for this purpose as an agent of the Borrowers,
shall maintain at one of its offices in Atlanta, Georgia a copy of each Assignment and Acceptance
delivered to it and a register for the recordation of the names and addresses of the Lenders, and
the Commitments of, and principal amount of the Loans owing to, each Lender pursuant to the terms
hereof from time to time (the “Register”). The entries in the Register shall be
conclusive (absent manifest error), and the Borrowers, the Administrative Agent and the Lenders
may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a
Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.




          (d) Any Lender may, without the consent of, or notice to, the Borrowers, an Agent, the
Swingline Bank or the Issuing Bank sell participations to one or more banks or other entities (a
“Participant”) in all or a portion of such Lender’s rights and/or obligations under this
Agreement (including all or a portion of its Commitment and/or the Loans owing to it);
provided that (i) such Lender’s obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for the performance
of such obligations and (iii) the Borrowers, the Agents, the Swingline Bank, the Issuing Bank and
the other Lenders shall continue to deal solely and directly with such Lender in connection with
such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant
to which a Lender sells such a participation shall provide that such Lender shall retain the sole
right to enforce this Agreement and to approve any amendment, modification or waiver of any
provision of this Agreement; provided that such agreement or instrument may provide that
such Lender will not, without the consent of the Participant, agree to any amendment, modification
or waiver with respect to the following to the extent affecting such Participant: (i) increase the
Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal
amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees
payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the
date fixed for any payment of any principal of, or interest on, any Loan or LC Disbursement or
interest thereon or any fees hereunder or reduce the amount of, waive or excuse any such payment,
or postpone the scheduled date for the termination or reduction of any Commitment, without the
written consent of each Lender affected thereby, (iv) change Section 2.22(b) or
(c) in a manner that would alter the pro rata sharing of payments required thereby,
without the written consent of each Lender, (v) change any of the provisions of this Section
10.4 or the definition of “Required Lenders” or any other provision hereof specifying the
number or percentage of Lenders which are required to waive, amend or modify any rights hereunder
or make any determination or grant any consent hereunder, without the consent of each Lender; (vi)
release any guarantor or limit the liability of any such guarantor under any guaranty agreement
without the written consent of each Lender except to the extent such release is expressly provided
under the terms of the Guaranty





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Agreement; or (vii) release all or substantially all collateral (if any) securing any of the
Obligations. Subject to paragraph (e) of this Section 10.4, the Borrowers agree that each
Participant shall be entitled to the benefits of Sections 2.19, 2.20, and
2.21 to the same extent as if it were a Lender and had acquired its interest by assignment
pursuant to paragraph (b) of this Section 10.4, provided that such Participant agrees to
be bound by and subject to the provisions of each such section as though it were a Lender. To the
extent permitted by law, each Participant also shall be entitled to the benefits of Section
10.7 as though it were a Lender, provided such Participant agrees to be subject to Section
10.7 as though it were a Lender.




          (e) A Participant shall not be entitled to receive any greater payment under Section
2.19 and Section 2.21 than the applicable Lender would have been entitled to receive
with respect to the participation sold to such Participant, unless the sale of the participation
to such Participant is made with the Borrower’s prior written consent. A Participant shall not be
entitled to the benefits of Section 2.21 unless the Borrowers are notified of the
participation sold to such Participant and such Participant agrees, for the benefit of the
Borrowers, to comply with Section 2.21(e) or Section 2.21(f), as applicable, as
though it were a Lender.




          (f) Any Lender may at any time pledge or assign a security interest in all or any portion of
its rights under this Agreement to secure obligations of such Lender, including without limitation
any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no
such pledge or assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto.




                    Section 10.5 Governing Law; Jurisdiction; Consent to Service of Process.



          (a) This Agreement and the other Loan Documents shall be construed in accordance with and be
governed by the law (without giving effect to the conflict of law principles thereof) of the State
of Georgia.




          (b) Each Borrower hereby irrevocably and unconditionally submits, for itself and its
property, to the non-exclusive jurisdiction of the United States District Court of the Northern
District of Georgia, and of any state court of the State of Georgia located in Fulton County and
any appellate court from any thereof, in any action or proceeding arising out of or relating to
this Agreement or any other Loan Document or the transactions contemplated hereby or thereby, or
for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or proceeding may be
heard and determined in such Georgia state court or, to the extent permitted by applicable law,
such Federal court. Each of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law. Nothing in this Agreement or any other Loan Document
shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise
have to bring any action or proceeding relating to this Agreement or any other Loan Document
against any Borrower or its properties in the courts of any jurisdiction.




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          (c) Each Borrower irrevocably and unconditionally waives any objection which it may now or
hereafter have to the laying of venue of any such suit, action or proceeding described in
paragraph (b) of this Section 10.5 and brought in any court referred to in paragraph (b)
of this Section 10.5. Each of the parties hereto irrevocably waives, to the fullest
extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of
such action or proceeding in any such court.




          (d) Each party to this Agreement irrevocably consents to the service of process in the manner
provided for notices in Section 10.1. Nothing in this Agreement or in any other Loan
Document will affect the right of any party hereto to serve process in any other manner permitted
by law.




                    Section 10.6 WAIVER OF JURY TRIAL. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO
HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.



                    Section 10.7 Right of Setoff. In addition to any rights now or hereafter granted under
applicable law and not by way of limitation of any such rights, each Lender and the Issuing Bank
shall have the right, at any time or from time to time upon the occurrence and during the
continuance of an Event of Default, without prior notice to the Borrowers, any such notice being
expressly waived by the Borrowers to the extent permitted by applicable law, to set off and apply
against all deposits (general or special, time or demand, provisional or final) of the Borrowers at
any time held or other obligations at any time owing by such Lender and the Issuing Bank to or for
the credit or the account of the Borrowers against any and all Obligations held by such Lender or
the Issuing Bank, as the case may be, irrespective of whether such Lender or the Issuing Bank shall
have made demand hereunder and although such Obligations may be unmatured. Each Lender and the
Issuing Bank agree promptly to notify the Administrative Agent and the Borrowers after any such
set-off and any application made by such Lender and the Issuing Bank, as the case may be; provided,
that the failure to give such notice shall not affect the validity of such set-off and application.



                    Section 10.8 Counterparts; Integration. This Agreement may be executed by one or more of
the parties to this Agreement on any number of separate counterparts (including by telecopy), and
all of said counterparts taken together shall be deemed to constitute one and the same instrument.
This Agreement, the Fee Letter, the other Loan Documents, and any separate letter agreement(s)
relating to any fees payable to the



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Administrative Agent constitute the entire agreement among the parties hereto and thereto regarding
the subject matters hereof and thereof and supersede all prior agreements and understandings, oral
or written, regarding such subject matters.




               Section 10.9 Survival. All covenants, agreements, representations and warranties made by
the Borrowers herein and in the certificates or other instruments delivered in connection with or
pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto
and shall survive the execution and delivery of this Agreement and the making of any Loans and
issuance of any Letters of Credit, regardless of any investigation made by any such other party or
on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may
have had notice or knowledge of any Default or incorrect representation or warranty at the time any
credit is extended hereunder, and shall continue in full force and effect as long as the principal
of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement
is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments
have not expired or terminated. The provisions of Sections 2.19, 2.20,
2.21, and 10.3 and Article IX shall survive and remain in full force and
effect regardless of the consummation of the transactions contemplated hereby, the repayment of the
Loans, the expiration or termination of the Letters of Credit and the Commitments or the
termination of this Agreement or any provision hereof. All representations and warranties made
herein, in the certificates, reports, notices, and other documents delivered pursuant to this
Agreement shall survive the execution and delivery of this Agreement and the other Loan Documents,
and the making of the Loans and the issuance of the Letters of Credit.



               Section 10.10 Severability. Any provision of this Agreement or any other Loan Document
held to be illegal, invalid or unenforceable in any jurisdiction, shall, as to such jurisdiction,
be ineffective to the extent of such illegality, invalidity or unenforceability without affecting
the legality, validity or enforceability of the remaining provisions hereof or thereof; and the
illegality, invalidity or unenforceability of a particular provision in a particular jurisdiction
shall not invalidate or render unenforceable such provision in any other jurisdiction.



               Section 10.11 Confidentiality. Each of the Administrative Agent, the Issuing Bank and each
Lender agrees to take normal and reasonable precautions to maintain the confidentiality of any
information designated in writing as confidential and provided to it by the Borrowers or any
Subsidiary, except that such information may be disclosed (i) subject to provisions substantially
similar to this Section 10.11, to any Related Party of the Administrative Agent, the
Issuing Bank or any such Lender, including without limitation accountants, legal counsel and other
advisors, (ii) to the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (iii) to the extent requested by any regulatory agency or authority, (iv) to
the extent that such information becomes publicly available other than as a result of a breach of
this Section 10.11, or which becomes available to the Administrative Agent, the Issuing
Bank, any Lender or any Related Party of any of the foregoing on a non-confidential basis from a
source other than the Borrowers, (v) in connection with the exercise of any remedy hereunder or any
suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, and
(vi) subject to provisions substantially similar to this Section 10.11, to any actual or
prospective assignee or Participant, or (vii) with the consent of the Borrower. Any Person
required to maintain the confidentiality of any information as provided for in this Section




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10.11 shall be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such information as such
Person would accord its own confidential information.




                    Section 10.12 Interest Rate Limitation. Notwithstanding anything herein to the contrary,
if at any time the interest rate applicable to any Loan, together with all fees, charges and other
amounts which may be treated as interest on such Loan under applicable law (collectively, the
“Charges”), shall exceed the maximum lawful rate of interest (the “Maximum Rate”) which may be
contracted for, charged, taken, received or reserved by a Lender holding such Loan in accordance
with applicable law, the rate of interest payable in respect of such Loan hereunder, together with
all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent
lawful, the interest and Charges that would have been payable in respect of such Loan but were not
payable as a result of the operation of this Section 10.12 shall be cumulated and the
interest and Charges payable to such Lender in respect of other Loans or periods shall be increased
(but not above the Maximum Rate therefor) until such cumulated amount, together with interest
thereon at the Federal Funds Rate to the date of repayment, shall have been received by such
Lender.



                    Section 10.13 Waiver of Effect of Corporate Seal. Each Borrower represents and warrants
that neither it nor any other Loan Party is required to affix its corporate seal to this Agreement
or any other Loan Document pursuant to any requirement of law or regulation, agrees that this
Agreement is delivered by Borrowers under seal and waives any shortening of the statute of
limitations that may result from not affixing the corporate seal to this Agreement or such other
Loan Documents.



                    Section 10.14 Posting of Electronic Communications; Viewing of Accounts.




     (a) Each of the Lenders, the Issuing Bank and the Borrowers agree that the
Administrative Agent may, but shall not be obligated to, make the Approved Electronic
Communications available to the Collateral Agent, the Lenders and the Issuing Bank by
posting such Approved Electronic Communications on IntraLinksTM or a substantially similar
electronic platform chosen by the Administrative Agent to be its electronic transmission
system (the “Approved Electronic Platform”).




     (b) Although the Approved Electronic Platform and its primary web portal are secured
with generally-applicable security procedures and policies implemented or modified by the
Administrative Agent from time to time (including, as of the Closing Date, a dual firewall
and a User ID/Password Authorization System) and the Approved Electronic Platform is secured
through a single-user-per-deal authorization method whereby each user may access the
Approved Electronic Platform only on a deal-to-deal basis, each of the Lenders, the Issuing
Bank and the Borrowers acknowledges and agrees that the distribution of material through an
electronic medium is not necessarily secure and that there are confidentiality and other
risks associated with such distribution. In consideration for the convenience and other
benefits afforded by such distribution and for the other consideration provided hereunder,
the receipt and sufficiency of which is hereby acknowledged, each of the Lenders, the
Issuing Bank and the Borrowers hereby approves



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distribution of the Approved Electronic Communications through the Approved Electronic
Platform and understands and assumes the risks of such distribution.




     (C) THE APPROVED ELECTRONIC COMMUNICATIONS AND THE APPROVED ELECTRONIC PLATFORM ARE
PROVIDED “AS IS” AND “AS AVAILABLE”. NONE OF THE ADMINISTRATIVE AGENT OR ANY OF ITS
AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR
REPRESENTATIVES (THE “AGENT AFFILIATES”) WARRANT THE ACCURACY, ADEQUACY OR COMPLETENESS OF
THE APPROVED ELECTRONIC COMMUNICATIONS AND THE APPROVED ELECTRONIC PLATFORM AND EACH
EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC
COMMUNICATIONS AND THE APPROVED ELECTRONIC PLATFORM. NO WARRANTY OF ANY KIND, EXPRESS,
IMPLIED OR STATUTORY (INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM
VIRUSES OR OTHER CODE DEFECTS) IS MADE BY THE ADMINISTRATIVE AGENT OR ITS AFFILIATES IN
CONNECTION WITH THE APPROVED ELECTRONIC COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM.




     (d) Each of the Lenders, the Issuing Bank and the Borrowers agree that the
Administrative Agent may, but (except as may be required by applicable law) shall not be
obligated to, store the Approved Electronic Communications on the Approved Electronic
Platform in accordance with the Administrative Agent’s generally-applicable document
retention procedures and policies.




     (e) The Borrowers hereby grant to the Collateral Agent access to the Borrowers’ Cash
Collateral and Dominion Accounts maintained at SunTrust through SunTrust’s on-line platforms
for the sole purpose of viewing the account balance reporting and other transactions
affecting such accounts. If the Collateral Agent shall at any time notify the
Administrative Agent that such access has been denied, terminated or limited, SunTrust shall
be authorized to grant such access to the Collateral Agent, but SunTrust shall have no
liability to the Borrowers for granting such access nor any liability for the Collateral
Agent’s misuse, mistakes or misconduct in connection therewith.



                    Section 10.15 Transitional Provisions.(f)




     (a) On the Closing Date, this Agreement shall supersede the Existing Credit Agreement
in its entirety, except as provided in this Section 10.15. On the Closing Date, the
rights and obligations of the parties evidenced by the Existing Credit Agreement shall be
evidenced by this Agreement and the other Loan Documents, the “Loans” as defined in the
Existing Credit Agreement shall be converted to Loans as defined herein and the Letters of
Credit issued by the Issuing Bank for the account of the Borrowers under the Existing Credit
Agreement shall be converted into Letters of Credit under this



- 108 -









 







Agreement. Without limiting the generality of the foregoing and to the extent
necessary, the Existing Lenders and the Agents reserve all their rights under the Existing
Credit Agreement and each of the Borrowers hereby obligates itself again in respect of all
present and future Obligations under, inter alia, the Existing Credit Agreement, as amended
and restated by this Agreement.




     (b) As soon as reasonably practicable after the Closing Date, the Existing Lenders
under the Existing Credit Agreement will promptly return to the Borrowers, marked
“Substituted” or “Cancelled”, as the case may be, any notes held by the Existing Lenders
pursuant to the Existing Credit Agreement.




     (c) The credit extensions and commitments made by the Existing Lenders and outstanding
pursuant to the Existing Credit Agreement shall be assigned without recourse and
re-allocated among the Lenders so that, and credit extensions and commitments shall be made
by the Lenders pursuant to this Agreement so that, from and after the Closing Date, the
respective commitments and credit extensions of the Lenders shall be in accordance with
Schedule II. Credit extensions made by Existing Lenders shall, effective as of the
Closing Date, be evidenced and governed by this Agreement and the Loan Documents.




     (d) All interest and fees and expenses, if any, owing or accruing under or in respect
of the Existing Credit Agreement through the Closing Date shall be calculated as of the
Closing Date (pro rated in the case of any fractional periods), and shall be paid on the
Closing Date. Unless sooner paid on the Original Closing Date, on the Closing Date the fees
hereunder shall be payable by the Borrowers to the Administrative Agent for the account of
the Lenders in accordance with the terms of this Agreement.




     (e) This Agreement amends and restates the Existing Credit Agreement in its entirety
and is entitled to the benefit of all existing Loan Documents. Any reference in any other
Loan Documents to the “Credit Agreement”, the “Revolving Credit Agreement, the “Agreement,”
“thereunder,” “therein,” “thereof” or words of like import referring to the Existing Credit
Agreement shall mean and refer to this Agreement. Any reference in any other Loan Document
to the “Obligations” or any similar term including or referencing obligations under the
Existing Credit Agreement shall include and reference the Obligations as defined in this
Agreement. All Obligations under the Existing Credit Agreement and the other Loan Documents
shall continue to be outstanding except as expressly modified by this Agreement and shall be
governed in all respects by this Agreement and the other Loan Documents, it being agreed and
understood by the parties hereto that this Agreement does not constitute a novation,
satisfaction, payment or reborrowing of any Obligation under the Existing Credit Agreement
or any other Loan Document except as expressly modified by this Agreement, nor, except as
expressly provided herein, does it operate as a waiver of any right, power or remedy of any
Agent, the Issuing Bank or any Lender under any Loan Document. The security interests
granted pursuant to any Loan Documents shall, as modified hereby, continue in full force and
effect, and are hereby affirmed, with respect to this Agreement and the Obligations as
defined herein. In the event of a conflict between the terms and provisions of this



- 109 -









 







Agreement and the terms and provisions of any other Loan Document, the terms and
provisions of this Agreement shall govern.



(remainder of page left intentionally blank)




- 110 -









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the day and year first above written.



	 	 	 	 	 	 	 	 	 
	 	 	DELEK REFINING, LTD.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By: DELEK US REFINING GP, LLC	 	 
	 	 	Title: General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	DELEK PIPELINE TEXAS, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	SUNTRUST BANK,	 	 
	 	 	as Administrative Agent, as Collateral Agent, as
Issuing Bank, as Swingline Lender and as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 






Second Amended and Restated Credit Agreement



 









 






	 	 	 	 	 	 	 	 	 
	 	 	THE CIT GROUP/BUSINESS CREDIT, INC.,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 






Second Amended and Restated Credit Agreement




 









 






	 	 	 	 	 	 	 	 	 
	 	 	NATIONAL CITY BUSINESS CREDIT, INC.,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 






Second Amended and Restated Credit Agreement




 









 






	 	 	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 






Second Amended and Restated Credit Agreement




 









 






	 	 	 	 	 	 	 	 	 
	 	 	PNC BANK NATIONAL ASSOCIATION, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 







Second Amended and Restated Credit Agreement




 









 






	 	 	 	 	 	 	 	 	 
	 	 	WACHOVIA BANK,
NATIONAL 
 ASSOCIATION, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 






Second Amended and Restated Credit Agreement





 









 






	 	 	 	 	 	 	 	 	 
	 	 	GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 







Second Amended and Restated Credit Agreement


 









 






	 	 	 	 	 	 	 	 	 
	 	 	REGIONS BANK, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 







Second Amended and Restated Credit Agreement


 









 






	 	 	 	 	 	 	 	 	 
	 	 	TEXTRON FINANCIAL CORPORATION, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 








Second Amended and Restated Credit Agreement


 









 






	 	 	 	 	 	 	 	 	 
	 	 	SIEMENS FINANCIAL SERVICES, INC.,
 as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 







Second Amended and Restated Credit Agreement


 









 






	 	 	 	 	 	 	 	 	 
	 	 	FIFTH THIRD BANK, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 







Second Amended and Restated Credit Agreement


 









 






	 	 	 	 	 	 	 	 	 
	 	 	ISRAEL DISCOUNT BANK OF NEW YORK,
 as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 







Second Amended and Restated Credit Agreement


 









 






	 	 	 	 	 	 	 	 	 
	 	 	WELLS FARGO FOOTHILL, LLC,
 as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 







Second Amended and Restated Credit Agreement


 









 






	 	 	 	 	 	 	 	 	 
	 	 	WEBSTER BUSINESS CREDIT CORP.,
 as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 








Second Amended and Restated Credit Agreement


 









 






	 	 	 	 	 	 	 	 	 
	 	 	BANK LEUMI USA, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 







Second Amended and Restated Credit Agreement



 










 






Schedule I




APPLICABLE MARGIN AND APPLICABLE PERCENTAGE




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Applicable	 	Applicable	 	Applicable	 	Applicable
	 	 	 	 	Margin for	 	Margin for	 	Commitment	 	Letter of
	Pricing	 	Average	 	Eurodollar	 	Base Rage	 	Fee	 	Credit Fee
	Level	 	Availability	 	Loans	 	Loans	 	Percentage	 	Percentage
	I
	 	Greater than $25MM	 	 	1.75% p.a.	 	 	 	.25% p.a.	 	 	 	.25% p.a.	 	 	 	1.75% p.a.	 
	II
	 	Less than or equal to $25MM but greater than $15MM	 	 	2.00% p.a.	 	 	 	.50% p.a.	 	 	 	.25% p.a.	 	 	 	2.00% p.a.	 
	III
	 	Less than or equal to $15MM but greater than $5MM	 	 	2.25% p.a.	 	 	 	.75% p.a.	 	 	 	.25% p.a.	 	 	 	2.25% p.a.	 
	IV
	 	Less than or equal to $5MM	 	 	2.50% p.a.	 	 	 	1.00% p.a.	 	 	 	.375% p.a.	 	 	 	2.50% p.a.	 





For purposes of this Schedule I, (a) Average Availability will be computed for each
calendar quarter, commencing with the quarter ending December 31, 2005, on the last day of each
quarter and (b) any failure to deliver all Borrowing Base Certificates pursuant to Section
5.9 for any applicable quarter shall result in the application of Pricing Level IV above until
such certificates are duly delivered to the Collateral Agent. Changes in the Applicable Margin or
Applicable Percentages resulting from a change in the Average Availability level shall become
effective the second Business Day after the Collateral Agent makes a determination of a change
therein (such determination to be notified to Borrowers and the Administrative Agent in writing on
such Business Day).




 









 








Schedule II




COMMITMENT AMOUNTS




	 	 	 	 	 
	 	 	Revolving	 	 
	Lender	 	Commitment Amount	 	Title
	SunTrust Bank
	 	$26,600,000	 	Lead Arranger / Administrative Agent
	Bank of America, N.A.
	 	$24,000,000	 	Co-Syndication Agent
	PNC Bank, National Association
	 	$24,000,000	 	Co-Syndication Agent
	National City Business Credit, Inc.
	 	$24,000,000	 	Co-Documentation Agent
	The CIT Group/Business Credit, Inc.
	 	$24,000,000	 	Co-Documentation Agent
	Wachovia Bank, National Association
	 	$24,000,000	 	 
	General Electric Capital Corporation
	 	$24,000,000	 	 
	Regions Bank
	 	$24,000,000	 	 
	Textron Financial Corporation
	 	$18,000,000	 	 
	Fifth Third Bank
	 	$18,000,000	 	 
	Siemens Financial Services, Inc.
	 	$16,800,000	 	 
	Israel Discount Bank of New York
	 	$15,600,000	 	 
	Wells Fargo Foothill, LLC
	 	$13,000,000	 	 
	Webster Business Credit Corp.
	 	$12,000,000	 	`
	Bank Leumi USA
	 	$12,000,000	 	 
	 
	 
	Total:
	 	$300,000,000.00	 	 
	 







 









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by
their respective authorized officers as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	DELEK REFINING, LTD.
	 
	 	 	 	 	 	 
	 	 	By: DELEK US REFINING GP, LLC
	 	 	Title: General Partner
	 
	 	 	 	 	 	 
	 

	 	By
	 	 	 	/s/ John P. Colling, Jr.
	 	 	 	 	 
	 

	 	 	 	Name:
	 	John P. Colling, Jr.
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Treasurer
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	 	 	/s/ Edward Morgan
	 	 	 	 	 
	 

	 	 	 	Name:
	 	Edward Morgan
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	V.P.
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	DELEK PIPELINE TEXAS, INC.
	 
	 	 	 	 	 	 
	 

	 	By
	 	 	 	/s/ John P. Colling, Jr.
	 	 	 	 	 
	 

	 	 	 	Name:
	 	John P. Colling, Jr.
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Treasurer
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	 	 	/s/ Edward Morgan
	 	 	 	 	 
	 

	 	 	 	Name:
	 	Edward Morgan
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	V.P.
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	SUNTRUST BANK,
	 	 	as Administrative Agent, as Collateral Agent, as
	 	 	Issuing Bank, as Swingline Lender and as a Lender
	 
	 	 	 	 	 	 
	 

	 	By
	 	 	 	/s/ Pattrick Wiggins
	 	 	 	 	 
	 

	 	 	 	Name:
	 	Pattrick Wiggins
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Vice President
	 

	 	 	 	 	 	 





Second Amended and Restated Credit Agreement




 









 





	 	 	 	 	 	 	 
	 	 	THE CIT GROUP/BUSINESS CREDIT, INC.,
as a Lender
	 
	 	 	 	 	 	 
	 

	 	By
	 	 	 	/s/ Michael Song
	 	 	 	 	 
	 

	 	 	 	Name:
	 	Michael Song
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Vice President
	 

	 	 	 	 	 	 





Second Amended and Restated Credit Agreement




 









 





	 	 	 	 	 	 	 
	 	 	NATIONAL CITY BUSINESS CREDIT, INC.,
as a Lender
	 
	 	 	 	 	 	 
	 

	 	By
	 	 	 	/s/ Jason Hanes
	 	 	 	 	 
	 

	 	 	 	Name:
	 	Jason Hanes
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Vice President
	 

	 	 	 	 	 	 





Second Amended and Restated Credit Agreement




 









 





	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as a Lender
	 
	 	 	 	 	 	 
	 

	 	By
	 	 	 	/s/ John Olsen
	 	 	 	 	 
	 

	 	 	 	Name:
	 	John Olsen
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Vice President
	 

	 	 	 	 	 	 





Second Amended and Restated Credit Agreement




 









 





	 	 	 	 	 	 	 
	 	 	PNC BANK NATIONAL ASSOCIATION, as a
Lender
	 
	 	 	 	 	 	 
	 

	 	By
	 	 	 	/s/ Albert E. Partridge, III
	 	 	 	 	 
	 

	 	 	 	Name:
	 	Albert E. Partridge, III
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Vice President
	 

	 	 	 	 	 	 





Second Amended and Restated Credit Agreement




 









 





	 	 	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL
ASSOCIATION, as a Lender
	 
	 	 	 	 	 	 
	 

	 	By
	 	 	 	/s/ Paul Truax
	 	 	 	 	 
	 

	 	 	 	Name:
	 	Paul Truax
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Vice President
	 

	 	 	 	 	 	 





Second Amended and Restated Credit Agreement




 









 





	 	 	 	 	 	 	 
	 	 	GENERAL ELECTRIC CAPITAL
CORPORATION, as a Lender
	 
	 	 	 	 	 	 
	 

	 	By
	 	 	 	/s/ Amanda J. van Heyst
	 	 	 	 	 
	 

	 	 	 	Name:
	 	Amanda J. van Heyst
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Duly authorized signatory
	 

	 	 	 	 	 	 





Second Amended and Restated Credit Agreement




 









 





	 	 	 	 	 	 	 
	 	 	REGIONS BANK, as a Lender
	 
	 	 	 	 	 	 
	 

	 	By
	 	 	 	/s/ James R. Gummel
	 	 	 	 	 
	 

	 	 	 	Name:
	 	James R. Gummel
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Vice President
	 

	 	 	 	 	 	 





Second Amended and Restated Credit Agreement




 









 





	 	 	 	 	 	 	 
	 	 	TEXTRON FINANCIAL CORPORATION, as a
Lender
	 
	 	 	 	 	 	 
	 

	 	By
	 	 	 	/s/ Eric R. Hubbard
	 	 	 	 	 
	 

	 	 	 	Name:
	 	Eric R. Hubbard
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Duly authorized signatory
	 

	 	 	 	 	 	 





Second Amended and Restated Credit Agreement




 









 





	 	 	 	 	 	 	 
	 	 	SIEMENS FINANCIAL SERVICES, INC., as a
Lender
	 
	 	 	 	 	 	 
	 

	 	By
	 	 	 	/s/ Mark Picillo
	 	 	 	 	 
	 

	 	 	 	Name:
	 	Mark Picillo
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Vice President
	 

	 	 	 	 	 	 





Second Amended and Restated Credit Agreement




 









 





	 	 	 	 	 	 	 
	 	 	FIFTH THIRD BANK, as a Lender
	 
	 	 	 	 	 	 
	 

	 	By
	 	 	 	/s/ David R. Cochran
	 	 	 	 	 
	 

	 	 	 	Name:
	 	David R. Cochran
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Vice President
	 

	 	 	 	 	 	 





Second Amended and Restated Credit Agreement




 









 





	 	 	 	 	 	 	 
	 	 	ISRAEL DISCOUNT BANK OF NEW YORK,
as a Lender
	 
	 	 	 	 	 	 
	 

	 	By
	 	 	 	/s/ Amir Barash
	 	 	 	 	 
	 

	 	 	 	Name:
	 	Amir Barash
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	FVP
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	 	 	/s/ Kevin Lord
	 	 	 	 	 
	 

	 	 	 	Name:
	 	Kevin Lord
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	FVP
	 

	 	 	 	 	 	 





Second Amended and Restated Credit Agreement




 









 





	 	 	 	 	 	 	 
	 	 	WELLS FARGO FOOTHILL, LLC, as a
Lender
	 
	 	 	 	 	 	 
	 

	 	By
	 	 	 	/s/ Juan Barrera
	 	 	 	 	 
	 

	 	 	 	Name:
	 	Juan Barrera
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Vice President
	 

	 	 	 	 	 	 






Second Amended and Restated
Credit Agreement




 









 





	 	 	 	 	 	 	 
	 	 	WEBSTER BUSINESS CREDIT CORP., as a
Lender
	 
	 	 	 	 	 	 
	 

	 	By
	 	 	 	/s/ Alan F. McKay
	 	 	 	 	 
	 

	 	 	 	Name:
	 	Alan F. McKay
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Vice President
	 

	 	 	 	 	 	 





Second Amended and Restated Credit Agreement




 









 





	 	 	 	 	 	 	 
	 	 	BANK LEUMI USA, as a Lender
	 
	 	 	 	 	 	 
	 

	 	By
	 	 	 	/s/ Michaela Klein and Gill Hershman
	 	 	 	 	 
	 

	 	 	 	Name:
	 	Michaela Klein and Gill Hershman
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Sr. V.P. and Vice President
	 

	 	 	 	 	 	 





Second Amended and Restated Credit Agreement