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MAPCO EXPRESS, INC.By:
    /s/ Uzi YeminName:
    Uzi YeminTitle:
    PresidentBy:
    /s/ Edward MorganName:
    Edward MorganTitle:
    CFO




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Administrative AgentBy:
    /s/ Ritam BhallaName:
    Ritam BhallaTitle:
    Authorized Signatory




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Third
Amendment Credit Agreement Borrower Lenders Arranger Syndication Agent Co-Administrative Agent Administrative
Agent Guarantee and
Collateral Agreement Grantors




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DELEK US HOLDINGS, INC.By:
    /s/ [ILLEGIBLE]Title:By:
    /s/ [ILLEGIBLE]Title:MAPCO EXPRESS, INC.By:
    /s/ [ILLEGIBLE]Title:By:
    /s/ [ILLEGIBLE]Title:GASOLINE ASSOCIATED SERVICES, INC.By:
    /s/ [ILLEGIBLE]Title:By:
    /s/ [ILLEGIBLE]Title:LIBERTY WHOLESALE CO., INC.By:
    /s/ [ILLEGIBLE]Title:By:
    /s/ [ILLEGIBLE]Title:




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WILLIAMSON OIL CO., INC.By:
    /s/ [ILLEGIBLE]Title:By:
    /s/ [ILLEGIBLE]Title:




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Credit Agreement Borrower Lenders Arranger Syndication Agent Co-Administrative Agent Administrative Agent
 W I T N E S S E T H :
 Third Amendment




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[INSERT NAME OF LENDER]By:Name:Title:




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LEHMAN COMMERCIAL PAPER INC.,
as Administrative Agent and Swing Line LenderBy:Name:Title:




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BANK LEUMI USA, 
as Issuing LenderBy:Name:Title:,as Issuing LenderBy:Name:Title:




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Accepted this  day of
December, 2005.
MAPCO EXPRESS, INC.By:
    /s/ [ILLEGIBLE]Name:Title:By:
    /s/ [ILLEGIBLE]Name:Title:




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th Grantor), Beneficiary).
  Original Deed of Trust),
 Borrowers), Original Credit Agreement Lenders
  First Amendment




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Second Amendment
 Credit Agreement inter alia,
   Capitalized Terms
 Maximum Principal Amount Secured
 Intentionally Omitted
 No Further Modification
 3




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Counterparts
  4




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IN WITNESS WHEREOF,
 MAPCO EXPRESS, INC.By:
    /s/ Uzi YeminName:
    Uzi YeminTitle:
    PresidentBy:
    /s/ Edward MorganName:
    Edward MorganTitle:
    Vice President




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LEHMAN COMMERCIAL PAPER INC., 
as Administrative AgentBy:
    /s/ V. Paul ArzouianName:
    V. Paul ArzouianTitle:
    Authorized Signatory




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[ILLEGIBLE]NOTARY PUBLIC




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[ILLEGIBLE]NOTARY PUBLIC




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th
 [ILLEGIBLE]NOTARY PUBLIC My commission expires: March 3, 2007

    Damien M. SteinNotary Public, State of New YorkNo. 02ST6088103Qualified in Queens County(Affix official seal, if applicable)

    Commission Expires March 3, 2007




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Schedule I




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Fulbright & Jaworski l.l.p.
 telephone: (212) 318-3000
    
    facsimile: (212) 318-3400
  
  
   (1)
    
    the Third Amendment;(2)
    
    the Acknowledgment and Consent executed by each of the Loan Parties (the
Acknowledgement and Consent);(3)
    
    the Revolving Credit Commitment Increase Supplements, executed by the Borrower
and each Lender increasing its Revolving Credit Commitment dated as of the dates stated
thereon (collectively, the Supplements).(4)
    
    the Mortgage Amendments executed by the Borrower and, as applicable, the
Administrative Agent in connection with each relevant Mortgaged Property
 Houston  New York  Washington DC  Austin  Dallas  Los Angeles  Minneapolis  San Antonio  Hong Kong  London  Munich




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(collectively, the Mortgage Amendments); and(5)
    
    the Mortgages executed by the Borrower and the relevant trustee
in connection with each relevant New Mortgaged Property (collectively,
the Deeds of Trust and together with the Mortgage Amendments, the Real
Property Documents).




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1.
    
    Each of the Borrower and Holdings is duly organized,
validly existing and in
good standing as a corporation in the State of Delaware.2.
    
    The execution and delivery by each of the Borrower and
Holdings of each
Transaction Document to which it is a party, and its performance of its
obligations
thereunder and the granting of the security interests to be granted by it
pursuant to
the Real Property Documents, are within its corporate power and authority
and
have been duly authorized by all requisite corporate action.3.
    
    Each Transaction Document to which Borrower or Holdings
is a party has been
duly executed and delivered by each of the Borrower or Holdings, as the
case may
be.4.
    
    Each of the Loan Documents constitutes the legal, valid
and binding obligation of
each Loan Party that is a party thereto, enforceable against each such
Loan Party
in accordance with its respective terms.5.
    
    The execution and delivery of the Transaction Documents
and the fulfillment of
the respective terms and conditions thereof by each Loan Party, its
borrowings in
accordance with the Loan Documents, the granting of the security
interests to be
granted by it pursuant to the Real Property Documents, and the
performance
by
each such Loan Party of its payment obligations under the Transaction




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Documents to which such Loan Party is a party, (i) will not result in the
case of the Borrower or Holdings in any violation of (A) its
Organizational Documents or (B) any federal or New York statute or the
General Corporation Law of the State of Delaware or any rule or
regulation issued pursuant to any New York or federal statute or the
General Corporation Law of the State of Delaware or any order known to us
issued by any court or Governmental Authority and (ii) in the case of
each Loan Party, will not conflict with or constitute a default under, or
result in the creation of any lien or security interest in its properties
pursuant to, the terms of any agreement listed on Annex B. For purposes
hereof, the term Organizational Documents shall mean the respective
certificate of incorporation and bylaws of Borrower and Holdings;
provided, however, notwithstanding the foregoing, for purposes hereof the
term Organizational Documents shall only be deemed to refer to these
documents that have been attached to the secretarys certificates of the
Borrower and Holdings delivered to counsel for the Administrative Agent
concurrently herewith, or, if Holdings does not deliver such certificate,
the secretarys certificate delivered by Holdings upon the original
closing of the Credit Agreement.6.
    
    No consent, authorization or approval or other action by,
and no notice to or filing with, any New York State or United States
Governmental Authority under any Applicable Law (as defined below), is
required in connection with the due execution and delivery by any Loan Party
of the Third Amendment, the borrowings by any Loan Party in accordance with
the terms of the Loan Documents, or the performance of its payment
obligations thereunder, all of which, except filings required to be made in
connection with (i) the Real Property Documents, (ii) the New Mortgaged
Properties and existing Mortgaged Properties affected by the transactions
contemplated by the Third Amendment and (iii) the consents, waivers,
approvals, filings and registrations described on Schedule 4.4 to the Credit
Agreement, have been obtained, filed or made and, to the best of our
knowledge, remain in full force and effect.7.
    
    To our knowledge, there is no pending or threatened
action, suit or proceeding against any Loan Party before any court,
arbitrator, or Governmental Authority which purports to question the
validity of the Loan Documents.8.
    
    None of the Loan Parties is an investment company as
such term is defined in the Investment Company Act of 1940, as amended. None
of the Loan Parties is a holding company, or a subsidiary company of a
holding company, as such terms are defined in the Public Utility Holding
Company Act of 1935, as amended.9.
    
    The execution and delivery of the Third Amendment by the
Borrower and the making of the Loans under the Credit Agreement will not
violate Regulations T,




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1.
    
    The enforceability of the Loan Documents and the
enforceability of any security interests created thereby may be limited or
affected by (a) bankruptcy, insolvency, reorganization, moratorium,
liquidation, fraudulent transfer, fraudulent conveyance, preferential
transfer and other similar laws (including court decisions) now or hereafter
in effect and affecting the rights and remedies of creditors generally or
providing for the relief of debtors, (b) the refusal of a particular court
to grant or judicial discretion in granting (i) equitable remedies,
including, without limiting the generality of the foregoing, specific
performance and injunctive relief, or (ii) a particular remedy sought under
any of the Loan




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Documents as opposed to another remedy provided for therein or another
remedy available at law or in equity, and (c) general principles of
equity (regardless of whether such remedies are sought in a proceeding in
equity or at law).2.
    
    In rendering the foregoing opinions, we express no
opinion as to (a) provisions in
the Loan Documents that purport (i) to waive, affect or alter rights or
defenses of
any party which, in each case, as a matter of law or equity, may not be
waived,
affected or altered, or (ii) to establish evidentiary standards or
characterizations in
relation to terms in the Loan Documents, (b) the legality, validity,
enforceability
or binding effect of provisions of the Loan Documents prohibited by
public policy
or which might require indemnification or contribution for losses or
expenses
caused by gross negligence, willful misconduct, fraud or illegality of a
party
otherwise entitled to indemnification or contribution, (c) provisions in
the Loan
Documents that provide for the enforcement of any judgment in currency
other
than dollars, (d) the effect of any provision of the Loan Documents which
is
intended to permit modification thereof only by means of an agreement
signed in
writing by the parties thereto, or (e) provisions in the Loan Documents
that
provide that any Person purchasing a participation from a Lender or other
Person
may exercise set-off or similar rights with respect to such participation
or that any
Lender or any other Person may exercise set-off or similar rights other
than in
accordance with applicable law.3.
    
    We note that the enforceability of specific provisions of
the Loan Documents may
be subject to standards of reasonableness, care and diligence and good
faith
limitations and obligations such as those provided in §§1-102(3), 1-203
and 1-208
and other provisions of the Uniform Commercial Code in effect in the
State of
New York, applicable principles of common law and judicial decisions.4.
    
    We have assumed that the Lenders will enforce and perform
each Loan Document
in compliance with the provisions thereof and all requirements of
applicable law.5.
    
    In connection with the provisions of the Loan Documents
whereby the parties
submit to the jurisdiction of the courts of the United States of America
located in
the State of New York, we note the limitations of 28 U.S.C. §§1331 and
1332 on
subject matter jurisdiction of the federal courts. In connection with the
provisions
of the Loan Documents which relate to forum selection of the courts of
the United
States located in the Borough of Manhattan, City of New York and State of
New
York (including, without limitation, any waiver of any objection to venue
or any
objection that a court is an inconvenient forum), we note such courts
discretion to
transfer an action from one federal court to another under 28 U.S.C.
§1404(a).




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Very truly yours,Fulbright & Jaworski L.L.P.




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