(k) Additional Issuing Banks. The Borrowers may, at any timeand from time to time with the consent of the Administrative Agent (whichconsent shall not be unreasonably withheld) and such Lender, designate oneor more additional Lenders to act as an issuing bank under the terms of thisAgreement. Any Lender designated as an issuing bank pursuant to this clause(k) shall be deemed to be an “Issuing Bank” (in addition to being a Lender)in respect of Letters of Credit issued or to be issued by such Lender, and,with respect to such Letters of Credit, such term shall thereafter apply tothe other Issuing Banks and such Lender in their capacities as IssuingBanks.     (l) Reporting by Issuing Banks to the Administrative Agent.Each Issuing Bank shall deliver to the Administrative Agent (i) as of thelast day of each month and otherwise upon request of the AdministrativeAgent, a certificate identifying the Letters of Credit outstanding by suchIssuing Bank, the amount and expiration date of each such Letter of Credit,the beneficiary thereof and any other information reasonably requested bythe Administrative Agent with respect to such Letters of Credit, and (ii)concurrently therewith, (x) notice of the issuance of a Letter or Credit bysuch Issuing Bank, (y) notice of the amount of each draw under any suchLetter of Credit and (z) notice of the termination or cancellation of anysuch Letter of Credit.     (m) Resignation or Replacement of an Issuing Bank. AnIssuing Bank may resign at any time by giving 30 days’ prior written noticeto the Administrative Agent, the Borrowers and the Lenders, and an IssuingBank may be replaced at any time by written agreement among the Borrowers,the Administrative Agent, the replaced Issuing Bank and the successorIssuing Bank, if any. The Administrative Agent shall notify the Lenders ofany such resignation or replacement of an Issuing Bank, as the case may be.The notice of resignation of an Issuing Bank shall not affect or impair anyLetter of Credit previously issued by such Issuing Bank.     **4. ****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.     **5. ****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 theterms thereof; all of the Obligations are owing and payable without defense, offset or counterclaim(and to the extent there exists any such defense, offset or counterclaim on the date hereof, thesame is hereby waived by each Borrower); and the security interests and liens granted by Borrowersin favor of Administrative Agent, for the benefit of itself and Lenders, are duly perfected, firstpriority security interests and liens to the extent provided therein.     **6. ****Representations and Warranties****.**Each Borrower represents and warrants to Agentsand Lenders, to induce Agents and Lenders to enter into this Amendment, that (a) no Default orEvent of Default exists on the date hereof; (b) the execution, delivery and performance of thisAmendment have been duly authorized by all requisite company action on the part of each Borrowerand this Amendment has been duly executed and delivered by each Borrower; and (c) all of therepresentations and warranties made by Borrowers in the Credit Agreement are true and correct, inall material respects, on and as of the date hereof, except those representations and warrantiesmade as of a specific date in which such case such representations and warranties were true and correct as of such date.
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     **7. ****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.     **8. ****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).     **9. ****Conditions Precedent**. The effectiveness of the provisions contained in thisAmendment are subject to the Administrative Agent’s receipt of this Amendment duly executed by theparties hereto.     **10. ****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.     **11. ****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 Amendmenton separate counterparts, each of which, when so executed, shall be deemed an original, but allsuch counterparts shall constitute one and the same agreement. Any signature delivered by a partyby facsimile transmission shall be deemed to be an original signature hereto. Section titles andreferences used in this Amendment shall be without substantive meaning or content of any kindwhatsoever and are not a part of the agreements among the parties hereto.     **12. ****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. This Amendment isnot intended to be, nor shall it be construed to create, a novation or accord and satisfaction, andthe Credit Agreement as herein modified shall continue in full force and effect.     **13. ****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.
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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed underseal and delivered by their respective duly authorized officers on the date first written above.      **DELEK REFINING, LTD.**