Exhibit 10.2





Exhibit 10.2




SECOND AMENDED AND RESTATED TERM PROMISSORY NOTE




			
	 	 	 
	Amount: US$44,000,000
	 	Dated: April 28, 2011






For value received, DELEK US HOLDINGS, INC. (the “Debtor”), a Delaware corporation, promises
to pay to the order of DELEK PETROLEUM, LTD. (the “Lender”), an Israeli corporation, at 7,
Giborei-Israel St., P.O.B. 8464, Netanya 42504, Israel, or at such other place as the Lender shall
designate in writing, on January 1, 2013 (the “Maturity Date”), (i) the unpaid principal amount of
forty-four million US dollars (US$44,000,000) (ii) interest on the unpaid balance (computed on the
basis of a year consisting of 365 days) at a rate per annum equal to eight and one-quarter percent
(8.25%) (net of withholding taxes) payable on each of the Maturity Date and the last day of each
calendar quarter prior to the Maturity Date, and (iii) any withholding taxes due on said interest
payments. In no event shall the rate of interest hereunder exceed the maximum interest permitted
by applicable law. Payments of both principal and interest are to be made in lawful money of the
United States unless the Lender agrees to another form of payment.




SECTION 1 PAYMENTS & USE



1.1 Optional Prepayment. At any time, Debtor may, at its option, without premium or
penalty, prepay all or any part of the unpaid principal amount, together with any interest accrued
thereon.



1.2 Day of Payment. Whenever any payment to be made hereunder shall become due and
payable on a day which is not a Business. Day (as defined below), such payment may be made on the
next succeeding Business Day and, in the case of any payment of principal, such extension of time
shall in such case be included in computing interest on such payment. As used herein, “Business
Day” shall mean any day other than a Saturday, Sunday or day on which banks in the State of New
York are authorized or required to close.




SECTION 2 DEFAULTS AND REMEDIES



2.1 Events of Default. Any of the following events shall constitute an event of
default hereunder:



(a) if default shall be made in the due and punctual payment of the principal of this Note
when the same shall become due and payable, whether on maturity or by acceleration or otherwise and
such default shall continue uncured for a period of five (5) Business Days;



(b) if default shall be made in the due and punctual payment of any interest due on this Note
when such interest shall become due and payable and such default shall continue uncured for a
period of five (5) Business Days;



(c) if Debtor shall make an assignment for the benefit of creditors, or shall admit in writing
its inability to pay its debts as they become due, or shall file a voluntary petition in
bankruptcy, or shall be adjudicated a bankrupt or insolvent, or shall file any petition or answer
seeking for itself any reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under any present or future statute, law or regulation, or shall file
any answer admitting or not contesting the.material allegations of a petition filed
against it in any such proceeding, or shall seek or consent to or acquiesce in the appointment of
any trustee, receiver or liquidator of it or of all or any substantial part of its properties; or


 












 





(d) if, within sixty (60) days after the commencement of any proceeding against the
Debtor seeking any reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under any present or future statute, law or regulation, such
proceeding shall not have been dismissed.



2.2 Remedies for Default. Upon the occurrence and continuance of any of the events
set forth in clauses (c) or (d) of Section 2.1 above, this Note together with the interest accrued
thereon shall become immediately due and payable, without presentment, demand, protest, notice of
protest or other notice of dishonor of any kind, all of which are hereby expressly waived by the
Debtor. Upon the occurrence of any of the events set forth in clauses (a) or (b) of Section 2.1
above, the Lender may, by written notice to Debtor, declare the entire unpaid principal balance of
this Note together with the interest accrued thereon to be immediately due and payable, without
presentment, demand, protest, notice of protect or other notice of dishonor of any kind, all of
which are hereby expressly waived by the Debtor. The Lender may proceed to protect and enforce its
rights either by suit in equity or by action at law, or both, whether for specific performance of
any covenant or agreement contained in this Note, or in aid of the exercise of any power granted
herein or proceed to obtain judgment or any other relief whatsoever appropriate to the action or
proceeding, or proceed to enforce any other legal or equitable right the Lender.



2.3 Rights and Remedies Cumulative. No right or remedy herein conferred upon the
Lender is intended to be exclusive of any other right or remedy contained herein or in any
instrument or document delivered in connection with or pursuant to this Note, and every such right
or remedy shall be cumulative and shall be in addition to every other such right or remedy
contained herein and therein or now or hereafter existing at law or in equity or by statute, or
otherwise.



2.4 Rights and Remedies Not Waived. No course of dealing between the Debtor and the
Lender or any failure or delay on, the part of the Lender in exercising any rights or remedies of
the Lender and no single or partial exercise of any rights or remedies hereunder shall operate as a
waiver or preclude the exercise of any other rights or remedies hereunder.




SECTION 3. FEES AND EXPENSES



The Debtors agree to pay all reasonable expenses of the Lender, including attorneys’ fees,
incurred in connection with the enforcement of its rights hereunder.




SECTION 4. MISCELLANEOUS



4.1 Waivers. Presentment, demand, protest or other notice of any kind are all hereby
waived with respect to this Note.



4.2 Modification. No modification or waiver of any provision of this Note and no
consent by the Lender to any departure therefrom by the Debtor shall be effective unless such
modification or waiver shall be in writing and signed by a duly authorized officer of the Lender,
and the same shall then be effective only for the period and on the conditions and for the specific
instances and purposes specified in such writing. No notice to or demand on the Debtor in any case
shall entitle the Debtor to any other or further notice or demand in similar or other
circumstances.



4.3 Choice of Law. This Note shall be construed in accordance with and governed by
the local laws of the State of New York applicable to contracts executed and to be performed in
such State.



4.4 Benefit of Agreement: Assignment. This Note shall be binding upon the successors
and assigns of the Debtor and inure to the benefit of the Lender and its successors, endorses and
assigns.


 


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4.5 Delays or Omissions. No delay or omission to exercise any right, power or remedy
accruing to the Lender upon any breach or default of the Debtor, shall impair any such right, power
or remedy of the Lender nor shall it be construed to be a waiver of any such breach or default, or
an acquiescence therein, or in any similar breach or default thereafter occurring; nor shall any
waiver of any single breach or default be deemed a waiver of any other breach or default
theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or
character on the part of the Lender of any breach or default under this Note must be made in
writing and shall be effective only to the extent specifically set forth in such writing.



4.6 Titles and Subtitles. The titles of the paragraphs and subparagraphs of this Note
are for reference only and are not to be considered in construing this Note.



4.7 Termination Prior to Maturity. The Debtor may terminate this Note by delivering
written notice of termination to the Lender at any time and for any reason provided that, the
effective date of any such early termination shall be deemed the Maturity Date.



4.8 Prior Note. This Second Amended and Restated Note amends and restates the Amended
and Restated Term Promissory Note dated September 28, 2010.



In witness whereof, this Note has been executed and delivered on the date first above written
by the undersigned Debtor.



	 	 	 	 	 	 	 	 	 
	LENDER:	 	DEBTOR:	 	 
	 
	DELEK PETROLEUM, LTD.	 	DELEK US HOLDINGS, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Gabriel Last	 	/s/ Assaf Ginzburg	 	 
	 	 	 	 	 
	By:

	 	Gabriel Last
	 	By:
	 	Assaf Ginzburg	 	 
	Title:

	 	Chairman of the Board
	 	Title:
	 	EVP	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Leora Pratt Levin	 	/s/ Mark B. Cox	 	 
	 	 	 	 	 
	By:

	 	Leora Pratt Levin
	 	By:
	 	Mark B. Cox	 	 
	Title:

	 	General Counsel
	 	Title:
	 	EVP / CFO	 	 







 


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