EX-10.4



 





EXECUTION COPY




FIRST AMENDMENT




          FIRST AMENDMENT, dated as of August 20, 2007 (this “Amendment”), to the Credit
Agreement, dated as of March 30, 2007 (as heretofore amended, supplemented or otherwise modified,
the “Credit Agreement”), among DELEK US HOLDINGS, INC., a Delaware corporation (the
“Borrower”), the several banks and other financial institutions or entities from time to
time parties thereto (the “Lenders”), LEHMAN COMMERCIAL PAPER INC., as administrative agent
(the “Administrative Agent”), LEHMAN BROTHERS INC., as arranger and joint bookrunner, and
JPMorgan Chase Bank, N.A. as documentation agent.




WITNESSETH:




          WHEREAS, pursuant to the Credit Agreement, the Lenders have made an interim loan credit
facility available to the Borrower on the terms set forth in the Credit Agreement;




          WHEREAS, the Borrower has requested that the Lenders agree to amend certain provisions of the
Credit Agreement; and




          WHEREAS, the Lenders have agreed to amend the Credit Agreement solely on the terms and
conditions set forth herein;




          NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:




          Section 1. Defined Terms. Unless otherwise defined herein, capitalized terms which are
defined in the Credit Agreement are used herein as defined therein.




          Section 2. Amendment to Section 6.4. Section 6.4 of the Credit Agreement is hereby amended by
deleting the section in its entirety and replacing it with the following:





     6.4 Limitation on Fundamental Changes. Enter into any merger, consolidation or
amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or
dissolution), or Dispose of all or substantially all of its Property or business, or acquire
by purchase or otherwise (other than purchases or other acquisitions of inventory, materials
and equipment and capital expenditures in the ordinary course of business) the business, or
stock or other evidence of beneficial ownership of, any Person or business unit of any
Person, except that:




     (a) any Subsidiary of the Borrower may be merged or consolidated with or into the
Borrower (provided that the Borrower shall be the continuing or surviving
corporation);




     (b) any Subsidiary of the Borrower may Dispose of any or all of its assets (upon
voluntary liquidation or otherwise) to the Borrower; and



 









 





2


     (c) the Borrower may acquire in one or more transactions and at different times (x)
shares of Lion Oil Company from TransMontaigne Inc., a subsidiary of Morgan Stanley Capital
Group Inc., and six other Lion Oil shareholders by paying approximately $65.4 million in
cash and issuing approximately 1.9 million of its shares to TransMontaigne Inc. and (y)
additional shares of Lion Oil Company so long as the additional cash consideration does not
exceed $30 million.



          Section 3. Effectiveness. This Amendment shall become effective on the date hereof once the
Administrative Agent shall have received counterparts to this Amendment, duly executed and
delivered by each party hereto.




          Section 4. Continuing Effect. Except as expressly set forth in this Amendment, all of the
terms and provisions of the Credit Agreement and the other Loan Documents are ratified and
confirmed, and are and shall remain in full force and effect, and the Borrower shall continue to be
bound by all of such terms and provisions. The amendment provided for herein is limited as
specified herein and shall not constitute an amendment or waiver of any provision of the Credit
Agreement or the other Loan Documents not expressly referred to herein and shall not be construed
as an amendment, waiver or consent to any action on the part of the Borrower that would require an
amendment, waiver or consent of the Administrative Agent or the Lenders except as expressly stated
herein. Any reference to the “Credit Agreement” in the Loan Documents or any related documents
shall be deemed to be a reference to the Credit Agreement as amended by this Amendment.




          Section 5. Expenses. The Borrower agrees to pay and reimburse the Administrative Agent for
all its reasonable out-of-pocket costs and expenses incurred in connection with the preparation and
delivery of this Amendment, including, without limitation, the reasonable fees and disbursements of
counsel to the Administrative Agent.




          Section 6. Governing Law. This Amendment shall in all respects be governed by and construed
in accordance with the laws of the State of New York.




          Section 7. Counterparts. This Amendment may be signed in any number of counterparts
(including by telecopy), each of which shall constitute an original, but all of which when taken
together shall constitute one instrument.














 








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




	 	 	 	 	 
	 	DELEK US HOLDINGS, INC.

 	 
	 	By  	/s/  Edward Morgan
 	 
	 	 	Name  	Edward Morgan 	 
	 	 	Title  	Vice President and Chief Financial
Officer 	 
	 
	 	By  	/s/  John Colling, Jr.
 	 
	 	 	Name  	John Colling, Jr. 	 
	 	 	Title  	Vice President and Treasurer 	 
	 
	 	 	 
	 	LEHMAN COMMERCIAL PAPER INC.,
as Administrative Agent and Lender

 	 
	 	By  	/s/  Ritam Bhalla
 	 
	 	 	Name  	Ritam Bhalla 	 
	 	 	Title  	Authorized Signatory 	 
	 
	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as Lender

 	 
	 	By  	/s/  Timothy B. Fouts
 	 
	 	 	Name  	Timothy B. Fouts 	 
	 	 	Title  	Senior Vice President 	 
	 



Delek US Holdings, Inc. First Amendment