Credit Agreement; providedthat, no earlier than two weeks prior to theanticipated (as of such date) recommencement of such refinery operations, at the written request ofthe Borrowers the Issuing Bank shall issue Letters of Credit under Section 2.23 of the CreditAgreement for the account of the Borrowers up to an amount not to exceed the lesser of (i)$100,000,000 in the aggregate face amount or (ii) the value of crude oil equal to 2,000,000 barrelsmultiplied by the weighted average price per barrel for the crude oil reflected in the applicableLetters of Credit, minus the amount of open trade credit utilized from beneficiaries ofsuch Letters of Credit; providedthat, in connection with any such issuance ofLetters of Credit, the provisions of Section 2.23(a)(iii) shall not be applicable. For purposeshereof the term “Recommencement Conditions” shall mean the Borrowers satisfaction on or beforeSeptember 30, 2009, of each of the following conditions:(a) Borrower’s shall have Availability of not less than $30,000,000 as evidenced bya current Borrowing Base Certificate;(b) no Default or Event of Default shall exist or would exist upon the reinstatementof the Revolving Commitments;(c) the Administrative Agent’s receipt of (i) reasonably satisfactory fieldexaminations of the Borrowers’ refinery in Tyler, Texas (the “Refinery”), includingthe Collateral (which the Administrative Agent agrees to promptly complete followingreconstruction upon the Borrowers’ written request) and (ii) the status of penaltiesor claims, if any, asserted by OSHA or any other applicable Governmental Authority;(d) the Pipeline Transaction (as hereafter defined) shall have been consummated and(i) the Borrowers shall have entered into through-put and storage agreements withthe Buyer (as hereafter defined) substantially on the terms set forth on Schedule 1and otherwise on commercially reasonably terms (the “Pipeline Agreement”),and (ii) the Administrative Agent and the Buyer shall have entered into accessagreements with respect to such pipeline and storage facilities which permits theAdministrative Agent, following an Event of Default and as assignee of theBorrowers, to be entitled to the rights of Borrowers under the Pipeline Agreementfor so long as Administrative Agent performs obligations of Borrowers thereunder andwhich agreement is otherwise reasonably acceptable to the Administrative Agent; and(e) the Borrowers shall have represented to the Administrative Agent in writing that(w) the Refinery has been restored to a through-put operating capability of not lessthan 40,000 bpd (x) all required repairs to the Refinery have been completed toallow for such capability, (y) the Borrowers shall have received all materialfederal, state and local permits, approvals and authorizations necessary to achievesuch capability and (z) the Borrowers have utilized or will utilize not less than$27,500,000 of cash proceeds from the Pipeline Transaction (as hereafter defined) inconnection with the repair and improvement of the Refinery.     **5. ****Application of Section 5.16(a)****.**Effective as of November 20, 2008, the provisionsof Section 5.16(a) shall not apply for any purpose under the Credit Agreement until the Restart (asdefined below) of Delek Refining’s refinery operations, on which date such provisions shall bedeemed reinstated for all periods following such date.     **6. ****Payments of Permitted Subordinated Debt****.**From the date of the issuance of anyLetter of Credit under Section 4 of this Amendment through the date on which the Borrowers’Refinery operations are operating at an average daily charge rate of 50,000 bpd for 30 consecutivedays, the Borrowers shall make no payments of principal in respect of Permitted Subordinated Debtunless (a) the Borrowers shall have received $30,000,000 or more in insurance proceeds, and (b)Availability is not less than $15,000,000 after giving effect to any such payment. At all timesother than during such period, the Borrowers shall be permitted to repay permitted SubordinatedDebt as permitted by the Subordination Agreement or Section 5.19 of the Credit Agreement, asapplicable.     **7. ****Amendment to Section 7.14****.**The reference to“$1,000,000” in Section 7.14 of theCredit
 

 
Agreement is hereby amended to read as: “$10,000,000,” and the following proviso shall beadded at the end of such Section: “; provided that this Section 7.14 shall not apply to anyoperating lease or agreement to lease entered into or assumed in connection with the PipelineTransaction (as defined in the amendment to this Agreement, dated on or about February 18, 2009).”     **8. ****Recommencement of Refinery Operations**. The parties hereto acknowledge that sinceNovember 20, 2008, the refinery operated by Borrowers in Tyler, Texas (the “Refinery”), has beenrendered inoperable due to an incident which occurred on such date (the “Incident”). The Borrowerswill, and will cause each of their Subsidiaries to, restart operations at the Refinery after theIncident no later than September 30, 2009 (the “Required Restart Date”). For purposes of satisfyingthis covenant, Borrowers shall be required to (i) resume refining operations at the Refinery on orbefore the Required Restart Date, and (ii) process on average, for seven (7) consecutive daysimmediately following the actual date of restart, an amount of crude oil daily equal to 40,000 bpd(the “Restart”). The Borrowers’ failure to restart Refinery operations as requiredhereinabove as of the Required Restart Date shall be deemed an Event of Default under the CreditAgreement. The Required Restart Date shall be automatically tolled for a period not to exceed 30consecutive days upon the Borrowers’ written notice to the Administrative Agent on or before theRequired Restart Date that an event of Force Majeure (as hereafter defined) has occurred. Forpurposes hereof the term “Force Majeure” shall mean acts of God, strikes, lockouts or otherindustrial disturbances, acts of the public enemy, wars, blockades, insurrections, riots, storms,floods, washouts, civil disturbances and any other causes whether of the kind herein enumerated orotherwise not reasonably within the control of the Borrowers and which by the exercise of duediligence the Borrowers are unable to prevent or overcome. Notwithstanding the foregoing, theinability of the Borrowers to make payments when due, or to secure funds, arrange bank loans orother financing, or obtain adequate credit shall not be regarded as events of Force Majeure.     **9. ****Pipeline Transaction****.**Notwithstanding any provision of the Credit Agreement andthe other Loan Documents to the contrary and for so long as no Event of Default exists, theAdministrative Agent consents to (x) the conveyance, sale, lease, license, assignment, transfer orother disposition of certain pipeline and storage property assets as set forth in Schedule IIattached hereto and related properties and interests, both real and personal, by Delek Refining andcertain subsidiaries of the Borrowers to Delek Marketing GP, LLC or Affiliates thereof (in anyinstance, the “Buyer”) and (y) the Borrowers entering into the Pipeline Agreement and anyother agreements reasonably determined by the Borrowers to be necessary to effect the foregoingtransactions (the transactions referenced in the foregoing clauses (x) and (y) being collectivelyreferred to as the “Pipeline Transactions”); provided that (a) the Borrowers shallhave given to the Administrative Agent 3 days prior written notice of the consummation of thePipeline Transaction, which notice shall include, in reasonable detail, the final terms andconditions of the Pipeline Transaction and copies of all material documentation executed ordelivered in connection with such transaction; (b) the Borrowers shall have delivered to theAdministrative Agent a current appraisal Pipeline System (taking into account the PipelineTransaction) prepared by a reputable firm experienced in appraising assets of similar, whichreflects a valuation of the Pipeline Transaction that is consistent with the total cashconsideration received by Borrowers in connection therewith; and (c) in connection therewith, theAdministrative Agent and the Borrowers shall have reached an agreement as to appropriate additionalAvailability Reserve in a manner consistent with the definition thereof and Section 5.9 of theCredit Agreement. Subject to the foregoing and at the Borrowers’ expense, the Administrative Agentshall execute and deliver such releases as may be reasonably requested by the Borrowers toterminate any negative pledges to the extent relating to the assets subject to the PipelineTransaction.     **10. ****Covenants to Deliver**. Until the Recommencement Conditions have been satisfied,the Borrowers shall deliver to the Administrative Agent a Borrowing Base Certificate no lessfrequently than weekly. Following the satisfaction of the Recommencement Conditions, the Borrowersshall deliver Borrowing Base Certificates in accordance with the terms of Section 5.9 of the CreditAgreement.     **11. ****Ratification and Reaffirmation****.**Each Borrower hereby ratifies and reaffirms theObligations, each of the Loan Documents and all of such Borrower’s covenants, duties, indebtednessand liabilities under the Loan Documents, in each case as amended hereby.     **12. ****Acknowledgments and Stipulations****.**Each Borrower acknowledges and stipulates thatthe Credit Agreement and the other Loan Documents executed by Borrowers are legal, valid andbinding obligations of
 

 
Borrowers that are enforceable against Borrowers in accordance with the terms thereof; all ofthe Obligations are owing and payable without defense, offset or counterclaim (and to the extentthere exists any such defense, offset or counterclaim on the date hereof, the same is hereby waivedby each Borrower); and the security interests and liens granted by Borrowers in favor ofAdministrative Agent, for the benefit of itself and Lenders, are duly perfected, first prioritysecurity interests and liens to the extent provided therein.     **13. ****Representations and Warranties****.**Each Borrower represents and warrants to Agentsand Lenders, to induce Agents and Lenders to enter into this Amendment, that (a) after givingeffect to this Amendment, no Default or Event of Default exists on the date hereof; (b) theexecution, delivery and performance of this Amendment have been duly authorized by all requisitecompany action on the part of each Borrower and this Amendment has been duly executed and deliveredby each Borrower; (c) all of the representations and warranties made by Borrowers in the CreditAgreement are true and correct, in all material respects, on and as of the date hereof, exceptthose representations and warranties made as of a specific date in which such case suchrepresentations and warranties were true and correct as of such date; and (d) the Borrowers havenot received from OSHA, the EPA or any other applicable Governmental Authority notifications orcitations alleging or asserting the imposition of penalties or violations of applicable law arisingfrom the Incident.     **14. ****Reference to Credit Agreement****.**Upon the effectiveness of this Amendment, eachreference in the Credit Agreement to “this Agreement,” “hereunder,” or words of like import shallmean and be a reference to the Credit Agreement, as amended by this Amendment.     **15. ****Breach of Amendment****.**This Amendment shall be part of the Credit Agreement and abreach of any representation, warranty or covenant herein shall constitute an Event of Default(following the expiration of any applicable cure period).     **16. ****Conditions Precedent****.**The effectiveness of the provisions contained in thisAmendment are subject to the satisfaction of each of the following conditions precedent, in formand substance reasonably satisfactory to the Administrative Agent:(a) the Administrative Agent shall have received this Amendment duly executed by theparties;(b) the Administrative Agent shall have received amounts payable under a fee letterdated on or about the date hereof and payment to the Administrative Agent for theratable benefit of the Lenders of the amendment fee referenced in Section 17 of thisAmendment;(c) the Administrative Agent shall have received from Borrowers such otheragreements, assurances, financing statements or other documents as theAdministrative Agent may reasonably request in connection with the subject matter ofthis Amendment.     **17. ****Amendment Fee****.**In consideration of the Agents’ and Lenders’ willingness to enterinto this Amendment, Borrowers agree to pay to the Administrative Agent for the ratable benefit ofeach Lender which executes this Amendment on or before Wednesday , February 18, 2009, an amendmentfee in an amount equal to .25% of the amount of the Revolving Commitment of each such Lender.     **18. ****Expenses of the Administrative Agent**. Borrowers agree to pay all costs andexpenses incurred by the Administrative Agent in connection with the preparation, negotiation andexecution of this Amendment and any other Loan Documents executed pursuant hereto and any and allamendments, modifications, and supplements thereto, including, without limitation, the reasonablecosts and fees of Agent’s legal counsel and any taxes or expenses associated with or incurred inconnection with any instrument or agreement referred to herein or contemplated hereby.     **19. ****Miscellaneous****.**This Amendment shall be effective upon acceptance by theAdministrative Agent and Lenders, whereupon the same shall be governed by and construed inaccordance with the internal laws of the State of Georgia. This Amendment shall be binding uponand inure to the benefit of the parties hereto and their respective successors and assigns. ThisAmendment may be executed in any number of counterparts and by
 

 
different parties to this Amendment on separate counterparts, each of which, when so executed,shall be deemed an original, but all such counterparts shall constitute one and the same agreement.Any signature delivered by a party by facsimile transmission shall be deemed to be an originalsignature hereto. Section titles and references used in this Amendment shall be withoutsubstantive meaning or content of any kind whatsoever and are not a part of the agreements amongthe parties hereto.     **20. ****No Novation, etc.** Except as otherwise expressly provided in this Amendment,nothing herein shall be deemed to amend or modify any provision of the Credit Agreement or any ofthe other Loan Documents, each of which shall remain in full force and effect, including, withoutlimitation, the Borrowers’ obligation to pay commitment fees pursuant to Section 2.15(b) of theCredit Agreement. This Amendment is not intended to be, nor shall it be construed to create, anovation or accord and satisfaction, and the Credit Agreement as herein modified shall continue infull force and effect.     **21. ****Further Assurances****.**Each Borrower agrees to take such further actions as theAdministrative Agent shall reasonably request from time to time in connection herewith to evidenceor give effect to the amendments set forth herein or any of the transactions contemplated hereby.     **22. ****Waiver of Jury Trial****. To the fullest extent permitted by applicable law, theparties hereto each hereby waives the right to trial by jury in any action, suit, counterclaim orproceeding arising out of or related to this Amendment.**     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executedunder seal and delivered by their respective duly authorized officers on the date first writtenabove.      **DELEK REFINING, LTD.**