Exhibit 10.5
 EXECUTION COPY
 [THOSE PORTIONS OF THIS AGREEMENT THAT HAVE BEEN OMITTED AND
FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO DELEK US HOLDINGS, INC.S APPLICATION
REQUESTING CONFIDENTIAL TREATMENT ARE MARKED [***] HEREIN.]
 
 $201,817,659.90
 SECOND AMENDED AND RESTATED
CREDIT AGREEMENT
 among
 MAPCO EXPRESS, INC.,
together with each other Person who becomes a borrower
hereunder by execution of a joinder, as Borrowers,
 The Several Lenders
from Time to Time Parties Hereto,
 FIFTH THIRD BANK, AN OHIO BANKING CORPORATION, SUCCESSOR BY
MERGER WITH FIFTH THIRD BANK, N.A.,
as Arranger
 SUNTRUST BANK,
as Syndication Agent
 BANK LEUMI USA,
as Co-Administrative Agent,
 and
 FIFTH THIRD BANK, AN OHIO BANKING CORPORATION, SUCCESSOR BY
MERGER WITH FIFTH THIRD BANK, N.A.,
as Administrative Agent
 Dated as of December 10, 2009




---



##### 



TABLE OF CONTENTS
 PageSECTION 1. DEFINITIONS.
    
    
    11.1 Defined Terms
    
    
    11.2 Other Definitional Provisions
    
    
    29SECTION 2. AMOUNT AND TERMS OF COMMITMENTS
    
    
    302.1 Term Loan Commitments
    
    
    302.2 Intentionally Omitted
    
    
    302.3 Repayment of Term Loans
    
    
    302.4 Revolving Credit Commitments
    
    
    312.5 Procedure for Revolving Credit Borrowing
    
    
    322.6 Repayment of Loans; Evidence of Debt
    
    
    322.7 Commitment Fees, etc
    
    
    332.8 Termination or Reduction of Revolving Credit Commitments
    
    
    332.9 Optional Prepayments
    
    
    342.10 Mandatory Prepayments
    
    
    342.11 Conversion and Continuation Options
    
    
    362.12 Minimum Amounts and Maximum Number of Eurodollar Tranches
    
    
    362.13 Interest Rates and Payment Dates
    
    
    362.14 Computation of Interest and Fees
    
    
    372.15 Inability to Determine Interest Rate
    
    
    372.16 Pro Rata Treatment and Payments
    
    
    382.17 Requirements of Law
    
    
    402.18 Taxes
    
    
    412.19 Indemnity
    
    
    432.20 Illegality
    
    
    432.21 Change of Lending Office
    
    
    432.22 Replacement of Lenders under Certain Circumstances
    
    
    442.23 Swing Line Commitment
    
    
    442.24 Procedure for Swing Line Borrowing; Refunding of Swing Line Loans
    
    
    452.25 Intentionally Omitted
    
    
    462.26 Increases in Revolving Credit Commitments
    
    
    46SECTION 3. LETTERS OF CREDIT
    
    
    483.1 L/C Commitment
    
    
    483.2 Procedure for Issuance of Letter of Credit
    
    
    493.3 Fees and Other Charges
    
    
    493.4 L/C Participations
    
    
    493.5 Reimbursement Obligation of the Borrowers
    
    
    513.6 Obligations Absolute
    
    
    513.7 Letter of Credit Payments
    
    
    523.8 Applications
    
    
    52
 i




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##### 



PageSECTION 4. REPRESENTATIONS AND WARRANTIES
    
    
    524.1 Financial Condition
    
    
    524.2 No Change
    
    
    534.3 Corporate Existence; Compliance with Law
    
    
    534.4 Corporate Power; Authorization; Enforceable Obligations
    
    
    534.5 No Legal Bar
    
    
    534.6 No Material Litigation
    
    
    544.7 No Default
    
    
    544.8 Ownership of Property; Liens
    
    
    544.9 Intellectual Property
    
    
    544.10 Taxes
    
    
    544.11 Federal Regulations
    
    
    544.12 Labor Matters
    
    
    554.13 ERISA
    
    
    554.14 Investment Company Act; Other Regulations
    
    
    554.15 Subsidiaries
    
    
    554.16 Use of Proceeds
    
    
    564.17 Environmental Matters
    
    
    564.18 Accuracy of Information, etc
    
    
    574.19 Security Documents
    
    
    574.20 Solvency
    
    
    584.21 Regulation H
    
    
    58SECTION 5. CONDITIONS PRECEDENT
    
    
    585.1 Conditions to Effectiveness
    
    
    585.2 Conditions to Each Extension of Credit
    
    
    60SECTION 6. AFFIRMATIVE COVENANTS
    
    
    606.1 Financial Statements
    
    
    606.2 Certificates; Other Information
    
    
    616.3 Payment of Obligations
    
    
    626.4 Conduct of Business and Maintenance of Existence; Compliance
    
    
    626.5 Maintenance of Property; Insurance
    
    
    636.6 Inspection of Property; Books and Records; Discussions
    
    
    636.7 Notices
    
    
    636.8 Environmental Laws
    
    
    646.9 Intentionally Omitted
    
    
    656.10 Additional Collateral, etc
    
    
    656.11 Further Assurances
    
    
    67SECTION 7. NEGATIVE COVENANTS
    
    
    677.1 Financial Condition Covenants
    
    
    677.2 Limitation on Indebtedness
    
    
    687.3 Limitation on Liens
    
    
    697.4 Limitation on Fundamental Changes
    
    
    717.5 Limitation on Disposition of Property
    
    
    717.6 Limitation on Restricted Payments
    
    
    72
 ii




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##### 



Page7.7 Limitation on Capital Expenditures
    
    
    727.8 Limitation on Investments
    
    
    737.9 Limitation on Transactions with Affiliates
    
    
    747.10 Limitation on Sales and Leasebacks
    
    
    747.11 Limitation on Changes in Fiscal Periods
    
    
    747.12 Limitation on Negative Pledge Clauses
    
    
    747.13 Limitation on Restrictions on Subsidiary Distributions
    
    
    757.14 Limitation on Lines of Business
    
    
    757.15 Limitation on Amendments to Other Documents
    
    
    757.16 Limitation on Hedge Agreements
    
    
    757.17 La Gloria Management Agreement
    
    
    757.18 Limitation on Amendments to Acquisition Documentation
    
    
    767.19 Intentionally Omitted
    
    
    767.20 Limitation on Amendments to the Calfee Acquisition Documentation
    
    
    76SECTION 8. EVENTS OF DEFAULT
    
    
    76SECTION 9. THE AGENTS
    
    
    799.1 Appointment
    
    
    799.2 Delegation of Duties
    
    
    799.3 Exculpatory Provisions
    
    
    809.4 Reliance by Agents
    
    
    809.5 Notice of Default
    
    
    809.6 Non-Reliance on Agents and Other Lenders
    
    
    819.7 Indemnification
    
    
    819.8 Agent in Its Individual Capacity
    
    
    829.9 Successor Administrative Agent
    
    
    829.10 Authorization to Release Liens and Guarantees
    
    
    829.11 The Arranger; the Syndication Agent; the Co-Administrative Agent
    
    
    82SECTION 10. MISCELLANEOUS
    
    
    8310.1 Amendments and Waivers
    
    
    8310.2 Notices
    
    
    8510.3 No Waiver; Cumulative Remedies
    
    
    8710.4 Survival of Representations and Warranties
    
    
    8710.5 Payment of Expenses
    
    
    8710.6 Successors and Assigns; Participations and Assignments
    
    
    8810.7 Adjustments; Set-off
    
    
    9210.8 Counterparts
    
    
    9210.9 Severability
    
    
    9210.10 Integration
    
    
    9210.11 GOVERNING LAW
    
    
    9310.12 Submission To Jurisdiction; Waivers
    
    
    9310.13 Acknowledgments
    
    
    9310.14 Confidentiality
    
    
    9410.15 Release of Collateral and Guarantee Obligations
    
    
    9410.16 Accounting Changes
    
    
    95
 iii




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##### 



Page10.17 Intentionally Omitted
    
    
    9510.18 WAIVERS OF JURY TRIAL
    
    
    9510.19 Maximum Liability of any Borrower
    
    
    9510.20 Effect of Amendment and Restatement of the Existing Credit Agreement
    
    
    9510.21 Lehman Default Period
    
    
    96
 iv




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##### 



ANNEXES:A
    
    Existing Letters of CreditB
    
    Group One PropertiesSCHEDULES:1.1C
    
    Commitments1.1D
    
    Alternate Pricing GridEXHIBITS:A
    
    Form of Joinder to Second Amended and Restated Credit AgreementB
    
    Form of Compliance CertificateC
    
    Form of Closing CertificateD
    
    Form of MortgageE
    
    Form of Assignment and AcceptanceF
    
    Form of Legal Opinion of Bass Berry & Sims PLCG-1
    
    Form of Term NoteG-2
    
    Form of R-1 Revolving Credit NoteG-3
    
    Form of R-2 Revolving Credit NoteG-4
    
    Form of Swing Line NoteH
    
    Form of Exemption CertificateI
    
    Form of Borrowing NoticeJ
    
    Form of New Lender SupplementK
    
    Form of Commitment Increase SupplementL
    
    Permitted Transaction DefinitionM
    
    Form of Amendment to Second Amended and Restated Credit Agreement
 v




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##### 



MAPCO Express Borrowers Lenders Arranger Syndication Agent Co-Administrative Agent Administrative Agent
 W I T N E S S E T H
 Existing Credit Agreement
     Defined Terms
 Acquisition
 Acquisition Agreement
 Acquisition Documentation




---



##### 



Adjustment Date
 Administrative Agent
 Affiliate
 Agents
 Aggregate Exposure
 Aggregate Exposure Percentage
 Agreement
 Applicable Margin
 Base Rate
    
    EurodollarLoans
    
    LoansRevolving Credit Facility (including Swing Line
Loans)
    
    
    2.75
    %
    
    
    3.75
    %Term Loan Facility
    
    
    3.25
    %
    
    
    4.25
    %
 provided
 Application
 Arranger
 2




---



##### 



Asset Sale
 Assignee
 Assignor
 Attributable Debt
 Available Revolving Credit Commitment over
 Balance Sheet
 Base Rate 1 2 Prime Rate
 3




---



##### 



Base Rate Loans
 Benefited Lender
 Board
 Borrowers
 Borrowing Date
 Borrowing Notice
 Business Day
 Business Unit
 Calfee Acquisition
 Calfee Acquisition Agreement
 Calfee Acquisition Documentation
 Calfee Acquisition Note
 Calfee Intercompany Subordinated Debt
 4




---



##### 



Calfee Intercompany Subordinated Debt Documentation
 Capital Expenditures
 Capital Lease Obligations
 Capital Stock
 Cash Equivalents S&P Moodys
 5




---



##### 



Change of Control Exchange Act
 Class
 Co-Administrative Agent
 Code
 Collateral
 Commitment
 Commitment Fee Rate 1 2
 Commonly Controlled Entity
 Compliance Certificate
 Consolidated Adjusted Debt plus multiplied by
 Consolidated Adjusted Interest Coverage Ratio
 6




---



##### 



plus
 Consolidated Adjusted Leverage Ratio
 Consolidated Current Assets
 Consolidated Current Liabilities
 Consolidated EBITDA plus minus provided provided further
 7




---



##### 



Business Unit
  Consolidated EBITDAR plus
 Consolidated Fixed Charge Coverage Ratio minus plus
 Consolidated Fixed Charges
 Consolidated Interest Expense
 8




---



##### 



Consolidated Lease Expense provided
 Consolidated Leverage Ratio
 Consolidated Net Income provided
 Consolidated Total Debt
 Consolidated Working Capital less
 Continuing Directors
 9




---



##### 



Contractual Obligation
 Control Investment Affiliate
 Default
 Deposit Accounts
 Derivatives Counterparty
 Disposition Dispose Disposed of
 Dollars $
 Domestic Subsidiary
 ECF Percentage provided
 Environmental Laws
 Environmental Permits
 ERISA
 Eurocurrency Reserve Requirements
 10




---



##### 



Eurodollar Base Rate
 Eurodollar Loans
 Eurodollar Rate th
 Eurodollar Base Rate
 Eurodollar Tranche
 Event of Default provided
 Excess Cash Flow minus minus minus
 11




---



##### 



Excess Cash Flow Application Date
 Excluded Foreign Subsidiary
 Existing Credit Agreement
 Existing Intercompany Subordinated Debt
 Existing Intercompany Subordinated Debt Documentation
 Existing Intercompany Subordinated Debt Subordination Agreements MFC Intercompany Subordinated Debt
Subordination Agreement Calfee Intercompany Subordinated Debt
Subordination Agreement
 12




---



##### 



Existing Letters of Credit
 Existing Mortgages
 Existing Revolving Credit Loans
 Existing Term Loans
 Extending Lenders and but not
 Facility Term Loan Facility Revolving Credit Facility
 Federal Funds Effective Rate
 Foreign Subsidiary
 FQ1 FQ2 FQ3 FQ4
 Funded Debt
 13




---



##### 



Funding Office
 GAAP
 Governmental Authority
 Group One Properties
 Group Two Property
 Group Two Net Cash Proceeds less
 Guarantee and Collateral Agreement
 Guarantee Obligation guaranteeing person primary obligations primary obligor provided however
 14




---



##### 



Hedge Agreements
 Holdings
 Holdings Equity Contribution
 Indebtedness provided
 Indemnified Liabilities
 15




---



##### 



Indemnitee
 Insolvency
 Insolvent
 Intellectual Property
 Interest Payment Date
 Interest Period provided
 (1)
    
    if any Interest Period would otherwise end on a day that is not
a Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless the result of such extension would be to carry such
Interest Period into another calendar month in which event such Interest Period
shall end on the immediately preceding Business Day;(2)
    
    any Interest Period for any (i) R-1 Revolving Credit Loan that
would otherwise extend beyond the Original Revolving Credit Termination Date
shall end on the Original Revolving Credit Termination Date and (ii) R-2
Revolving Credit Loan that would otherwise extend beyond the New Revolving
Credit Termination Date shall end on the New Revolving Credit Termination Date;
 16




---



##### 



(3)
    
    any Interest Period for any Term Loan that would otherwise
extend beyond the date final payment is due on the Term Loans shall end on such
date; and(4)
    
    any Interest Period that begins on the last Business Day of a
calendar month (or on a day for which there is no numerically corresponding day
in the calendar month at the end of such Interest Period) shall end on the last
Business Day of the calendar month at the end of such Interest Period.
 Investments
 Issuing Lender
 L/C Commitment
 L/C Fee Payment Date
 L/C Obligations
 L/C Participants
 La Gloria Affiliate
 La Gloria Credit Facility
 La Gloria Management Agreement
 La Gloria Management Fee
 17




---



##### 



La Gloria Termination Condition
 Lehman
 Lehman Default Period
 Lenders
 Letters of Credit
 Lien
 Loan
 Loan Documents
 Loan Parties
 Majority Facility Lenders
 Majority Revolving Credit Facility Lenders
 18




---



##### 



MAPCO Express
 Material Adverse Effect
 Material Environmental Amount
 Materials of Environmental Concern
 MFC Intercompany Subordinated Debt
 MFC Intercompany Subordinated Debt Documentation
 Mortgaged Properties Schedule 1.1A
 Mortgages
 Multiemployer Plan
 Net Cash Proceeds
 19




---



##### 



New Lender Supplement
 New Revolving Credit Lender
 New Revolving Credit Termination Date
 Non-Excluded Taxes
 Non-Extending Lenders but not
 Non-U.S. Lender
 Note
 Obligations
 20




---



##### 



provided
 Original Revolving Credit Termination Date
 Other Taxes
 Participant
 Payment Office
 PBGC
 Permitted Group Two Property Disposition Total Consideration Shortfall
 21




---



##### 



Permitted Investors
 Permitted Transaction Schedule L
 Person
 Plan
 Premcor Agreement
 Pricing Grid
 Applicable Margin for Base
    
    Applicable Margin forRate Loans
    
    Eurodollar LoansRevolving
    
    
    
    
    
    RevolvingConsolidated Leverage Ratio
    
    Credit Facility
    
    Term Facility
    
    Credit Facility
    
    Term Facility> 4.00 to 1.00
    
    
    3.25
    %
    
    
    3.75
    %
    
    
    4.25
    %
    
    
    4.75
    %£ 4.00 to 1.00 and > 3.50 to 1.00
    
    
    3.00
    %
    
    
    3.50
    %
    
    
    4.00
    %
    
    
    4.50
    %£ 3.50 to 1.00 and > 3.00 to 1.00
    
    
    2.75
    %
    
    
    3.25
    %
    
    
    3.75
    %
    
    
    4.25
    %£ 3.00 to 1.00
    
    
    2.50
    %
    
    
    3.25
    %
    
    
    3.50
    %
    
    
    4.25
    %
 Adjustment
Date Schedule 1.1D
 22




---



##### 



Prior Administrative Agent
 Projections
 Property
 Purchase Price Refund
 Qualified Counterparty
 Recovery Event
 Refunded Swing Line Loans
 Register
 Regulation H
 Regulation U
 Reimbursement Obligation
 Reinvestment Deferred Amount
 Reinvestment Event
 Reinvestment Notice
 23




---



##### 



Reinvestment Prepayment Amount less
 Reinvestment Prepayment Date
 Related Fund
 Remaining Dollar-Years
 Reorganization
 Reportable Event
 Required Lenders
 Required Prepayment Lenders
 Requirement of Law
 24




---



##### 



Resignation Agreement
 Responsible Officer
 Restricted Payments
 Revolving Commitment Increase Notice
 Revolving Credit Commitment Schedule 1.1C
 25




---



##### 



Revolving Credit Commitment Period
 Revolving Credit Facility
 Revolving Credit Increase Effective Date
 Revolving Credit Lender
 Revolving Credit Loans
 Revolving Credit Note
 Revolving Credit Percentage
 26




---



##### 



Revolving Extensions of Credit
 Revolving Offered Increase Amount
 SEC
 Second Restatement Effective Date
 Secured Parties
 Security Documents
 Single Employer Plan
 Solvent
 Specified Hedge Agreement
 27




---



##### 



Subsidiary
 Subsidiary Guarantor
 Syndication Agent
 Swing Line Commitment
 Swing Line Lender
 Swing Line Loans
 Swing Line Note
 Swing Line Participation Amount
 Tax Sharing Agreement
 Term Loan
 Term Loan Commitment Schedule 1.1C
 Term Loan Lender
 28




---



##### 



Term Loan Percentage
 Term Note
 Title Insurance Company
 Total Consideration
 Total Revolving Credit Commitments
 Total Revolving Extensions of Credit
 Transferee
 Type
 Weighted Average Life to Maturity
 Wholly Owned Subsidiary
 Wholly Owned Subsidiary Guarantor
 Other Definitional Provisions
   29




---



##### 



AMOUNT AND TERMS OF COMMITMENTS
 Term Loan Commitments Existing Term Loans Term Loans
 Intentionally Omitted
 Repayment of Term Loans multiplied by
 InstallmentInstallment Date
    
    AmountDecember 31, 2009
    
    $412,500March 31, 2010
    
    $412,500June 30, 2010
    
    $412,500September 30, 2010
    
    $412,500
 30




---



##### 



InstallmentInstallment Date
    
    AmountDecember 31, 2010
    
    $412,500March 31, 2011
    
    $412,500April 28, 2011
    
    Remaining 
principal balance
 of Term Loans
 Revolving Credit Commitments Revolving Credit
Loans provided
 Existing Revolving Credit Loans
  31




---



##### 



Procedure for Revolving Credit Borrowing provided
 Repayment of Loans; Evidence of Debt
   32




---



##### 



prima facie provided however
 Term Note R-1 Revolving Credit Note R-2 Revolving
Credit Note Swing Line Note provided further
 Commitment Fees, etc
  Termination or Reduction of Revolving Credit Commitments provided
 33




---



##### 



Optional Prepayments provided
 Mandatory Prepayments
  34




---



##### 



provided
 Excess Cash Flow Application
Date
 first second third
 35




---



##### 



Conversion and Continuation Options provided provided
 provided provided further
 Minimum Amounts and Maximum Number of Eurodollar Tranches
 Interest Rates and Payment Dates plus
 plus
  36




---



##### 



plus plus plus plus
 provided
 Computation of Interest and Fees
  Inability to Determine Interest Rate
   37




---



##### 



Pro Rata Treatment and Payments pro rata pro rata
 pro rata pro rata pro rata pro rata
 pro rata
 first
 38




---



##### 



second
   pro rata
 39




---



##### 



Requirements of Law
      40




---



##### 



Taxes Non-Excluded Taxes provided however
   41




---



##### 



Non-U.S. Lender
  provided
  42




---



##### 



provided plus
 Indemnity over
 Illegality
 Change of Lending Office
 43




---



##### 



provided provided further
 Replacement of Lenders under Certain Circumstances provided
 Swing Line Commitment Swing Line Loans provided
  44




---



##### 



Procedure for Swing Line Borrowing; Refunding of Swing Line Loans provided
 Refunded Swing Line Loans
 Refunding Date Swing Line Participation Amount times
 45




---



##### 



Intentionally Omitted
 Increases in Revolving Credit Commitments Revolving Commitment Increase Notice plus Revolving Offered Increase Amount provided provided further
 46




---



##### 



New Lender
Supplement New Revolving Credit Lender provided
 Commitment Increase Supplement
  47




---



##### 



Revolving Credit Increase Effective Date
  LETTERS OF CREDIT
 L/C Commitment Letters of Credit provided
 48




---



##### 



provided
  Procedure for Issuance of Letter of Credit
 Fees and Other Charges
  L/C Participations
 49




---



##### 



Participation Amount times times
 pro
 50




---



##### 



rata pro rata provided however
 Reimbursement Obligation of the Borrowers Payment
Amount
 Obligations Absolute
 51




---



##### 



Letter of Credit Payments
 Applications
 REPRESENTATIONS AND WARRANTIES
  Financial Condition Balance Sheet
  52




---



##### 



No Change
 Corporate Existence; Compliance with Law
 Corporate Power; Authorization; Enforceable Obligations
 No Legal Bar
 53




---



##### 



No Material Litigation
 No Default
 Ownership of Property; Liens Schedule 4.8
 Intellectual Property
 Taxes
 Federal Regulations
 54




---



##### 



Labor Matters
 ERISA
 Investment Company Act; Other Regulations
 Subsidiaries Schedule 4.15 Schedule 4.15
 55




---



##### 



Use of Proceeds
 Environmental Matters Schedule 4.17
    56




---



##### 



Accuracy of Information, etc
 Security Documents Schedule 4.19(a)
 57




---



##### 



Solvency
 Regulation H
 CONDITIONS PRECEDENT
 Conditions to Effectiveness
 Agreement
 Intentionally Omitted
 Existing Intercompany Subordinated Debt
 Balance Sheet; Financial Statements
 58




---



##### 



Approvals
 Related Agreements
 Intentionally Omitted
 Existing Intercompany Subordinated Debt; Existing Intercompany Subordinated Debt
Subordination Agreements
 Intentionally Omitted
 Fees
 Intentionally Omitted
 Intentionally Omitted
 Lien Searches
 59




---



##### 



Intentionally Omitted
 Intentionally Omitted
 Closing Certificate
 Legal Opinions
 PATRIOT Act
 Conditions to Each Extension of Credit
 Representations and Warranties
 No Default
  AFFIRMATIVE COVENANTS
  Financial Statements
 60




---



##### 



Certificates; Other Information
   61




---



##### 



Projections
    Payment of Obligations
 Conduct of Business and Maintenance of Existence; Compliance
 62




---



##### 



Maintenance of Property; Insurance
 Inspection of Property; Books and Records; Discussions
 Notices
     63




---



##### 



provided
   Environmental Laws
   64




---



##### 



provided provided further
 Intentionally Omitted
 Additional Collateral, etc
 provided
 65




---



##### 



provided
  provided
 66




---



##### 



Further Assurances
 NEGATIVE COVENANTS
  Financial Condition Covenants
 Consolidated Leverage Ratio
 ConsolidatedFiscal Quarter
    
    Leverage RatioFQ4 2009
    
    4.30 to 1.00FQ1 2010
    
    3.90 to 1.00FQ2 2010
    
    3.90 to 1.00FQ3 2010
    
    3.90 to 1.00FQ4 2010 and thereafter
    
    3.60 to 1.00
 Consolidated Adjusted Interest Coverage Ratio
 67




---



##### 



Consolidated Adjusted InterestFiscal Quarter
    
    Coverage RatioFQ4 2009
    
    1.75 to 1.00FQ1 2010
    
    1.85 to 1.00FQ2 2010
    
    1.85 to 1.00FQ3 2010
    
    1.85 to 1.00FQ4 2010 and thereafter
    
    2.00 to 1.00
 Consolidated Fixed Charge Coverage Ratio
 Consolidated Fixed ChargeFiscal Quarter
    
    Coverage RatioFQ4 2009 and thereafter
    
    1.25 to 1.00
 Consolidated Adjusted Leverage Ratio
 Consolidated AdjustedFiscal Quarter
    
    Leverage RatioFQ4 2009
    
    5.85 to 1.00FQ1 2010
    
    5.35 to 1.00FQ2 2010
    
    5.35 to 1.00FQ3 2010
    
    5.35 to 1.00FQ4 2010 and thereafter
    
    4.85 to 1.00
 Limitation on Indebtedness
   68




---



##### 



Intentionally Omitted
  provided
   Intentionally Omitted
 provided per annum
  Limitation on Liens
 provided
 69




---



##### 



Schedule 7.3(f) provided
 provided
   Schedule 7.3(j) provided
 70




---



##### 



Limitation on Fundamental Changes
 provided provided
  Limitation on Disposition of Property
      provided
  71




---



##### 



provided
 Limitation on Restricted Payments Derivatives Counterparty Restricted
Payments
    Intentionally Omitted
 lesser provided
  Limitation on Capital Expenditures
 72




---



##### 



Fiscal Year
    
    Capital Expenditure2009 and thereafter
    
    $
    12,000,000
 provided multiplied by multiplied by first second
  Limitation on Investments Investments
      73




---



##### 



provided pro forma
 Limitation on Transactions with Affiliates
 Limitation on Sales and Leasebacks
 Limitation on Changes in Fiscal Periods
 Limitation on Negative Pledge Clauses
 74




---



##### 



Limitation on Restrictions on Subsidiary Distributions
 Limitation on Lines of Business
 Limitation on Amendments to Other Documents
 Limitation on Hedge Agreements
 La Gloria Management Agreement
 75




---



##### 



Limitation on Amendments to Acquisition Documentation
 Intentionally Omitted
 Limitation on Amendments to the Calfee Acquisition Documentation
 EVENTS OF DEFAULT
     76




---



##### 



provided
  77




---



##### 



78




---



##### 



THE AGENTS
 Appointment
 Delegation of Duties
 79




---



##### 



Exculpatory Provisions
 Reliance by Agents
 Notice of Default
 80




---



##### 



provided
 Non-Reliance on Agents and Other Lenders
 Indemnification provided
 81




---



##### 



Agent in Its Individual Capacity
 Successor Administrative Agent
 Authorization to Release Liens and Guarantees
 The Arranger; the Syndication Agent; the Co-Administrative Agent
 82




---



##### 



MISCELLANEOUS
 Amendments and Waivers provided however
     83




---



##### 



provided
  Additional
Extensions of Credit
 84




---



##### 



provided however
 Refinanced Term Loans Replacement Term Loans provided
 Notices Schedule 1.1C
 MAPCO Express:
    
    MAPCO Express, Inc.7102 Commerce WayBrentwood, TN 37027Attention: Mark Cox, Chief Financial Officerand TreasurerTelecopy: (615) 224-1185Telephone: (615) 224-1159
 85




---



##### 



with a copy to:
    
    Bass, Berry & Sims PLC150 Third Avenue South, Suite 2800Nashville, TN 37201Attention: Todd Rolapp or Susan FoxmanTelecopy: (615) 742-2785Telephone: (615) 742-6200The Syndication Agent:
    
    SunTrust Bank201 Fourth Avenue North3rd FloorNashville, TN 37219Attention: Scott CorleyTelecopy: (615) 748-5269Telephone: (615) 748-5715The Co-Administrative Agent:
    
    Bank Leumi USA564 Fifth AvenueNew York, NY 10036Attention: Gil HershmanTelecopy: (212) 626-1072Telephone: (212) 626-1053The Administrative Agent:
    
    Fifth Third Bank38 Fountain Square PlazaCincinnati, Ohio 45263Attention: Judy HulsTelecopy: 513-534-0875Telephone: 513-579-4224With a copy to:
    
    Katten Muchin Rosenman LLP525 West Monroe StreetChicago, IL 60661Attention: Jennifer Wolfe, Esq.Telecopy: (312) 577-8713Telephone: (312) 902-5525Issuing Lender:
    
    As notified by such Issuing Lender to theAdministrative Agent and the Borrowers
 provided
 provided
 86




---



##### 



provided
 No Waiver; Cumulative Remedies
 Survival of Representations and Warranties
 Payment of Expenses Indemnitee
 87




---



##### 



Indemnified
Liabilities provided provided
 Successors and Assigns; Participations and Assignments
 Participant
 88




---



##### 



provided provided provided further
 Assignor provided Assignee provided
 89




---



##### 



Register
  90




---



##### 



Granting
Lender SPC provided provided
 91




---



##### 



Adjustments; Set-off Benefited Lender provided however
 provided
 Counterparts
 Severability
 Integration
 92




---



##### 



GOVERNING LAW
 Submission To Jurisdiction; Waivers
      Acknowledgments
   93




---



##### 



Confidentiality provided Transferee
 Release of Collateral and Guarantee Obligations
   94




---



##### 



Accounting Changes
 Intentionally Omitted
 WAIVERS OF JURY TRIAL
 Maximum Liability of any Borrower
 Effect of Amendment and Restatement of the Existing Credit Agreement
 95




---



##### 



Lehman Default Period
     96




---



##### 



BORROWER:MAPCO EXPRESS, INC.By:
    
    /s/ Mark Cox

Name: Mark CoxTitle: Chief Financial OfficerBy:
    
    /s/ Andrew L. Schwarcz

Name: Andrew L. SchwarczTitle: Vice President




---



##### 



ADMINISTRATIVE AGENT:FIFTH THIRD BANK, an Ohio bankingcorporation, successor by merger with FIFTHTHIRD BANK, N.A., as Administrative AgentBy:
    
    /s/ John K. Perez

Name: John K. PerezTitle: Vice President




---



##### 



[***]
 [***]
 [***]




---



##### 



and
 [***]
 [***]
 [***]




---



##### 



but does not
 [***]
 [***]
 [***]




---



##### 



and
 [***]
 [***]
 [***]




---



##### 



ANNEX A
  [***] [***] [***] [***] [***]
 [***] [***] [***] [***] [***]
 [***] [***] [***] [***] [***]
 [***] [***] [***] [***] [***]
 [***] [***] [***] [***] [***]
 [***] [***] [***] [***] [***]
 [***] [***] [***] [***] [***]
 [***] [***] [***] [***] [***]
 [***] [***] [***] [***] [***] [***] [***]
 [***] [***] [***] [***] [***]




---



##### 



ANNEX B




---



##### 



Store #
    
    Address
    
    City
    
    StateVirginia Transaction4027
    
    
    1710 Shenandoah Ave
    
    Front Royal
    
    VA4030
    
    
    1600 Seminole Trail
    
    Charlottesville
    
    VA4035
    
    
    120 Berry Hill Road
    
    Orange
    
    VA4045
    
    
    395 Second Street
    
    Williamsburg
    
    VA4047
    
    
    416 S. Commerce Ave.
    
    Front Royal
    
    VA4054
    
    
    1569 G.W. Hwy
    
    Gloucester Pt
    
    VA4057
    
    
    3020 Richmond Road
    
    Williamsburg
    
    VA4074
    
    
    6692 Geo. Wash. Mem. Hwy
    
    Gloucester
    
    VA4053
    
    
    4600 Plank Road
    
    Fredericksburg
    
    VA4060
    
    
    488 Garrisonville Road
    
    Stafford
    
    VA4069
    
    
    2307 Jefferson Davis Hwy
    
    Fredericksburg
    
    VA4016
    
    
    512 Hull Street
    
    Richmond
    
    VA4036
    
    
    5301 Lakeside Ave
    
    Richmond
    
    VA4050
    
    
    626 Warrenton Road
    
    Fredericksburg
    
    VA4062
    
    
    10007 James Madison Hwy
    
    Warrenton
    
    VA4034
    
    
    2005 Lafayette Blvd
    
    Fredericksburg
    
    VA4064
    
    
    6460 Boydton Plank Road
    
    Petersburg
    
    VA4065
    
    
    13200 Kingston Ave
    
    Chester
    
    VA4005
    
    
    18414 Jeff. Dav. Hwy
    
    Ladysmith
    
    VA4013
    
    
    5710 Williamsburg Rd
    
    Sandston
    
    VA4037
    
    
    5618 Patterson Ave
    
    Richmond
    
    VA4029
    
    
    725 E. Main Street
    
    Luray
    
    VA4058
    
    
    4707 County Drive
    
    Disputanta
    
    VA4041
    
    
    12500 Jefferson Davis Hwy
    
    Chester
    
    VA4048
    
    
    6116 Iron Bridge Road
    
    Richmond
    
    VA4017
    
    
    4803 Broad Street
    
    Richmond
    
    VA4052
    
    
    7500 Forest Hill Ave
    
    Richmond
    
    VA4055
    
    
    3910 Geo. Wash. Mem. Hwy
    
    Grafton
    
    VA4056
    
    
    11702 Jefferson Ave
    
    Newport News
    
    VA4061
    
    
    801 England Street
    
    Ashland
    
    VA4040
    
    
    8627 Brook Road
    
    Glen Allen
    
    VA4044
    
    
    10150 Hull Street
    
    Midlothian
    
    VA4059
    
    
    9800 West Broad Street
    
    Glen Allen
    
    VA4031
    
    
    4010 Wards Rd (29 South)
    
    Lynchburg
    
    VA4039
    
    
    10446 Patterson Ave
    
    Richmond
    
    VA4051
    
    
    10220 Midlothian Turnpike
    
    Richmond
    
    VAGeorgia Transaction3600
    
    
    6434 J. Frank Harris Parkway
    
    Adairsville
    
    GA3601
    
    
    7130 New Calhoun Road
    
    Rome
    
    GA3602
    
    
    2000 N. Broad Street
    
    Rome
    
    GA3603
    
    
    1050 Catersville Hwy.
    
    Rome
    
    GA3604
    
    
    1389 Redmond Circle
    
    Rome
    
    GA3605
    
    
    1324 Martha Berry Road
    
    Rome
    
    GA3606
    
    
    2505 Shorter Avenue
    
    Rome
    
    GA3607
    
    
    2900 Martha Berry Hwy NE
    
    Rome
    
    GA3608
    
    
    973 Rome Road, SW
    
    Calhoun
    
    GA3636
    
    
    I 75 @ Cloud Springs Rd.
    
    Ringgold
    
    GAMiscellaneous3201
    
    
    1507 21st Ave South
    
    Nashville
    
    TN3422
    
    
    1817 West End Avenue
    
    Nashville
    
    TN




---



##### 



EXHIBIT A
   JOINDER TO AMENDED AND RESTATED CREDIT AGREEMENT AND NOTES Agreement  [ New Borrower ]  New Borrower Administrative Agent
 WITNESSETH THAT:
 Existing Borrowers Credit Agreement




---



##### 



[Remainder of Page Intentionally Left Blank;
Signature Page Follows]




---



##### 



NEW BORROWER:[New Borrower], aBy:Name:Its:
 Acknowledged and accepted as of the year and
date first written above:
 ADMINISTRATIVE AGENT:FIFTH THIRD BANK, an Ohio bankingcorporation, successor by merger with FIFTHTHIRD BANK, N.A. as the Administrative AgentBy:Name:Its:




---



##### 



EXHIBIT B
  Credit Agreement MAPCO Express Borrowers Arranger Administrative Agent
  [Chief Financial Officer] [Vice President  Finance]
  Attachment 1 Financial Statements [, except as set forth below]
 Attachment 2




---



##### 



Attachment 3
   [(except as
described in Attachment 4 hereto)]




---



##### 



MAPCO EXPRESS, INC.By:Title:




---



##### 








---



##### 








---



##### 








---



##### 








---



##### 



EXHIBIT C
  Credit Agreement MAPCO Express Borrowers Arranger Administrative Agent
 [INSERT TITLE OF OFFICER] [INSERT NAME OF COMPANY] Company
  
 [Borrowers only]
 [Borrowers only]
    Annex 1
 Exhibit C - 1




---



##### 



Annex 2
 Annex 3
  Name
    
    Office
    
    Date
    
    Signature
 Exhibit C - 2




---



##### 



Name:
    
    Name:Title:
    
    Title:Date: , 2009




---



##### 



Annex 1 - 1




---



##### 



Annex 2 - 1




---



##### 



Annex 3 - 1




---



##### 



EXHIBIT D
  After recording please return to:Katten Muchin Rosenman LLP525 West Monroe StreetChicago, Illinois 60661Attention: Jennifer Wolfe, Esq.[ County, Alabama]




---



##### 



TABLE OF CONTENTS
 PageBackground
    
    
    1Granting Clauses
    
    
    2Terms and Conditions
    
    
    41. Defined Terms
    
    
    42. Warranty of Title
    
    
    43. Payment of Obligations
    
    
    54. Requirements
    
    
    55. Payment of Taxes and Other Impositions
    
    
    56. Insurance
    
    
    67. Restrictions on Liens and Encumbrances
    
    
    88. Due on Sale and Other Transfer Restrictions
    
    
    89. Condemnation/Eminent Domain
    
    
    810. Leases
    
    
    911. Further Assurances
    
    
    912. Mortgagees Right to Perform
    
    
    913. Remedies
    
    
    914. Right of Mortgagee to Credit Sale
    
    
    1115. Appointment of Receiver
    
    
    1216. Extension, Release, etc
    
    
    1217. Security Agreement under Uniform Commercial Code
    
    
    1318. Assignment of Rents
    
    
    1419. Additional Rights
    
    
    1420. Notices
    
    
    1421. No Oral Modification
    
    
    1522. Partial Invalidity
    
    
    1523. Mortgagors Waiver of Rights
    
    
    1524. Remedies Not Exclusive
    
    
    1625. Multiple Security
    
    
    1626. Successors and Assigns
    
    
    1727. No Waivers, etc
    
    
    1728. Governing Law, etc
    
    
    1729. Certain Definitions
    
    
    1830. Maximum Rate of Interest
    
    
    1831. Mortgaged Lease Provisions
    
    
    1832. Release
    
    
    2333. Last Dollars Secured; Priority
    
    
    2334. Household Purposes
    
    
    2335. Receipt of Copy
    
    
    23




---



##### 



Mortgagor Mortgagee Mortgage
 Background




---



##### 



Granting Clauses
       2




---



##### 



Equipment
  Leases Rents
  3




---



##### 



Premises Mortgaged Property
   Terms and Conditions
  Defined Terms Default Rate Secured Parties
 Warranty of Title
 4




---



##### 



Permitted
Exceptions
 Payment of Obligations
 Requirements
   Payment of Taxes and Other Impositions
 5




---



##### 



Impositions
   Insurance
   6




---



##### 



7




---



##### 



Restrictions on Liens and Encumbrances
 Due on Sale and Other Transfer Restrictions
 Condemnation/Eminent Domain
 8




---



##### 



Leases
 Further Assurances
 Mortgagees Right to Perform
 Remedies
  9




---



##### 



10




---



##### 



Right of Mortgagee to Credit Sale
 11




---



##### 



Appointment of Receiver
 Extension, Release, etc
    12




---



##### 



Security Agreement under Uniform Commercial Code
    13




---



##### 



Assignment of Rents
    Additional Rights
 Notices
 14




---



##### 



No Oral Modification
 Partial Invalidity
 Mortgagors Waiver of Rights
   15




---



##### 



Remedies Not Exclusive
 Multiple Security
 16




---



##### 



Successors and Assigns
 No Waivers, etc
 Governing Law, etc
 17




---



##### 



Certain Definitions
 Maximum Rate of Interest
 Mortgaged Lease Provisions
   18




---



##### 



19




---



##### 



20




---



##### 



Bankruptcy Code
   21




---



##### 



22




---



##### 



Release
 Last Dollars Secured; Priority
 Household Purposes
 Receipt of Copy
  23




---



##### 



MAPCO EXPRESS, INC.By:Name:Title: 24




---



##### 



State of
    
    
    )County of
    
    
    )
    
    
    ss:
 
 NOTARY PUBLIC
 25




---



##### 



Schedule A
 Description of the Owned Land




---



##### 



Schedule B  Description of the Leased Land and Mortgaged Leases




---



##### 



EXHIBIT E
  Credit
Agreement MAPCO Express Borrowers Arranger Administrative Agent
 Assignor Assignee
 Assigned Interest Assigned Facility Assigned Facilities




---



##### 



Effective Date
 [to the Assignor for amounts which have accrued to the Effective
Date and to the Assignee for amounts which have accrued subsequent to the Effective Date] [to the
Assignee whether such amounts have accrued prior to the Effective Date or accrue subsequent to the
Effective Date. The Assignor and the Assignee shall make all appropriate adjustments in payments by
the Agent for periods prior to the Effective Date or with respect to the making of this assignment
directly between themselves.]




---



##### 








---



##### 



Name of Assignor:Name of Assignee:Effective Date of Assignment:
 Credit
    
    PrincipalFacility Assigned
    
    Amount Assigned
    
    [Revolving Credit Percentage Assigned]*$
    
    ___.___%
 [Name of Assignee]
    
    
    
    [Name of Assignor]By:
    
    
    
    
    
    By:Title:
    
    
    
    
    
    Title:
 
 *
    
    Calculate the Commitment Percentage that is assigned to at least 15 decimal places and show as a
percentage of the aggregate commitments of all Lenders.




---



##### 



Accepted:
    
    
    
    Consented To:*FIFTH THIRD BANK, as 
Administrative Agent
    
    
    
    MAPCO EXPRESS, INC.By:
    
    
    
    
    
    By:Title:
    
    
    
    
    
    Title:FIFTH THIRD BANK, as Administrative AgentBy:Title:[Issuing Lender]By:Title:
 
 *
    
    If required.




---



##### 



EXHIBIT F




---



##### 



Attorneys at Law
 
  
  
  
  Borrower Holdings GAS Liberty
  Lenders Administrative Agent




---



##### 



Subordination
Reaffirmation
 Security Reaffirmation
  Certificate of
Incorporation
 Bylaws
 Certificate of Good Standing
 Transaction Documents
 Loan Parties Loan Party




---



##### 



Paragraph 1




---



##### 



Schedule 2 Delaware UCC




---



##### 



Paragraphs 1, 4, 7 8 Paragraph 4(c)




---



##### 



Paragraph 8 Schedule 3
  provided, however,




---



##### 



SCHEDULE 1
 MORTGAGE AMENDMENTS
 1.
    
    Amendment No. 1 to the Deed to Secure Debt, Security Agreement, and Assignment of Leases
and Rents dated as of December 10, 2009 between the Borrower, as grantor, and the
Administrative Agent, as grantee, covering certain real property located in Bartow County,
Georgia.
 2.
    
    Amendment No. 1 to the Deed of Trust, Security Agreement, Assignment of Leases and Rents, and
Fixture Filing dated as of December 10, 2009 between the Borrower, as grantor, to Kay B.
Housch, an individual resident of Davidson County, Tennessee, as trustee, for the use and
benefit of the Administrative Agent, as beneficiary, covering certain real property located in
Bradley County, Tennessee (the Bradley County Amendment).
 3.
    
    Amendment No. 1 to the Deed to Secure Debt, Security Agreement, and Assignment of Leases and
Rents dated as of December 10, 2009 between the Borrower, as grantor, and the Administrative
Agent, as grantee, covering certain real property located in Catoosa County, Georgia.
 4.
    
    Amendment No. 1 to the Deed to Secure Debt, Security Agreement, and Assignment of Leases and
Rents dated as of December 10, 2009 between the Borrower, as grantor, and the Administrative
Agent, as grantee, covering certain other real property located in Catoosa County, Georgia.
 5.
    
    Amendment No. 1 to the Deed to Secure Debt, Security Agreement, and Assignment of Leases and
Rents dated as of December 10, 2009 between the Borrower, as grantor, and the Administrative
Agent, as grantee, covering certain real property located in Cherokee County, Georgia.
 6.
    
    Amendment No. 1 to the Deed to Secure Debt, Security Agreement, and Assignment of Leases and
Rents dated as of December 10, 2009 between the Borrower, as grantor, and the Administrative
Agent, as grantee, covering certain real property located in Dade County, Georgia.
 7.
    
    Amendment No. 1 to the Deed to Secure Debt, Security Agreement, and Assignment of Leases and
Rents dated as of December 10, 2009 between the Borrower, as grantor, and the Administrative
Agent, as grantee, covering certain real property located in Floyd County, Georgia.
 8.
    
    Amendment No. 1 to the Deed to Secure Debt, Security Agreement, and Assignment of Leases and
Rents dated as of December 10, 2009 between the Borrower, as grantor, and the Administrative
Agent, as grantee, covering certain real property located in Gordon County, Georgia.




---



##### 



9.
    
    Amendment No. 1 to the Deed to Secure Debt, Security Agreement, and Assignment of Leases and
Rents dated as of December 10, 2009 between the Borrower, as grantor, and the Administrative
Agent, as grantee, covering certain other real property located in Gordon County, Georgia.
 10.
    
    Amendment No. 1 to the Deed of Trust, Security Agreement, Assignment of Leases and Rents, and
Fixture Filing dated as of December 10, 2009 between the Borrower, as grantor, to Kay B.
Housch, an individual resident of Davidson County, Tennessee, as trustee, for the use and
benefit of the Administrative Agent, as beneficiary, covering certain real property located in
Hamilton County, Tennessee (the Hamilton County Amendment 1).
 11.
    
    Amendment No. 1 to the Deed of Trust, Security Agreement, Assignment of Leases and Rents, and
Fixture Filing dated as of December 10, 2009 between the Borrower, as grantor, to Kay B.
Housch, an individual resident of Davidson County, Tennessee, as trustee, for the use and
benefit of the Administrative Agent, as beneficiary, covering certain other real property
located in Hamilton County, Tennessee (the Hamilton County Amendment 2).
 12.
    
    Amendment No. 1 to the Deed to Secure Debt, Security Agreement, and Assignment of Leases and
Rents dated as of December 10, 2009 between the Borrower, as grantor, and the Administrative
Agent, as grantee, covering certain real property located in Murray County, Georgia.
 13.
    
    Amendment No. 1 to the Deed to Secure Debt, Security Agreement, and Assignment of Leases and
Rents dated as of December 10, 2009 between the Borrower, as grantor, and the Administrative
Agent, as grantee, covering certain other real property located in Murray County, Georgia.
 14.
    
    Amendment No. 1 to the Deed to Secure Debt, Security Agreement, and Assignment of Leases and
Rents dated as of December 10, 2009 between the Borrower, as grantor, and the Administrative
Agent, as grantee, covering certain real property located in Polk County, Georgia.
 15.
    
    Amendment No. 1 to the Deed to Secure Debt, Security Agreement, and Assignment of Leases and
Rents dated as of December 10, 2009 between the Borrower, as grantor, and the Administrative
Agent, as grantee, covering certain real property located in Walker County, Georgia.
 16.
    
    Amendment No. 1 to the Deed to Secure Debt, Security Agreement, and Assignment of Leases and
Rents dated as of December 10, 2009 between the Borrower, as grantor, and the Administrative
Agent, as grantee, covering certain other real property located in Walker County, Georgia.
 17.
    
    Amendment No. 1 to the Deed to Secure Debt, Security Agreement, and Assignment of Leases and
Rents dated as of December 10, 2009 between the Borrower, as grantor, and




---



##### 



the Administrative Agent, as grantee, covering certain real property located in Whitfield
County, Georgia.18.
    
    Amendment No. 1 to the Deed to Secure Debt, Security Agreement, and Assignment of Leases and
Rents dated as of December 10, 2009 between the Borrower, as grantor, and the Administrative
Agent, as grantee, covering certain other real property located in Whitfield County, Georgia.19.
    
    Amendment No. 1 to the Deed of Trust, Security Agreement, Assignment of Leases and Rents, and
Fixture Filing dated as of December 10, 2009 between the Borrower, as grantor, to Kay B.
Housch, an individual resident of Davidson County, Tennessee, as trustee, for the use and
benefit of the Administrative Agent, as beneficiary, covering certain real property located in
Wilson County, Tennessee (the Wilson County Amendment).




---



##### 



SCHEDULE 2
 SCHEDULED AGREEMENTS




---



##### 



SCHEDULE 3
 DEEDS OF TRUST
 1.
    
    Deed of Trust, Security Agreement, Assignment of Leases and Rents, and Fixture Filing dated
as of July 13, 2006, made by the Borrower, as grantor, to Kay B. Housch, as trustee for the
use and benefit of Lehman Commercial Paper Inc. (Lehman), as beneficiary, recorded
on July 25, 2006, in Deed Book 1662, Page 552 in the Registers Office for Bradley County,
Tennessee, as amended by Amendment to Amended and Restated Deed of Trust, Security Agreement,
Assignment of Leases and Rents, and Fixture Filing dated April 2, 2007, between the Borrower,
as grantor, and Lehman, as beneficiary, recorded on August 3, 2007, as Document Number
07038945, in Book 1770, Pages 555-565, in said office and county, as assigned by Assignment of
Deed of Trust, Security Agreement, Assignment of Leases and Rents, and Fixture Filing dated as
of September 1, 2009, between Lehman, as assignor, and the Administrative Agent, as assignee,
recorded on September 17, 2009, as Document Number 09013150, in Book 1932, Pages 786-789, in
said office and county (the Bradley County Deed of Trust).
  2.
    
    Deed of Trust, Security Agreement, Assignment of Leases and Rents, and Fixture Filing dated
as of July 13, 2006, made by the Borrower, as grantor, to Kay B. Housch, as trustee, for the
use and benefit of Lehman, as beneficiary, recorded on July 25, 2006, as Instrument
2006072500091, in Book 8023, Page 72, in the Registers Office for Hamilton County, Tennessee,
as assigned by Assignment of Deeds of Trust, Security Agreements, Assignments of Leases and
Rents, and Fixture Filings dated as of September 1, 2009, between Lehman, as assignor, and the
Administrative Agent, as assignee, recorded on September 17, 2009, as Instrument
2009091700092, in Book 9019, Page 218, in said office and county (the Hamilton County
Deed of Trust 1).
  3.
    
    Deed of Trust, Security Agreement, Assignment of Leases and Rents, and Fixture Filing, dated
as of August 15, 2006, made by the Borrower, as grantor, to Kay B. Housch, as trustee for the
use and benefit of Lehman, as beneficiary, recorded on August 17, 2006, as Instrument
2006081700175, in Book 8051, Page 702, in the Registers Office for Hamilton County,
Tennessee, , as assigned by Assignment of Deeds of Trust, Security Agreements, Assignments of
Leases and Rents, and Fixture Filings dated as of September 1, 2009, between Lehman, as
assignor, and the Administrative Agent, as assignee, recorded on September 17, 2009, as
Instrument 2009091700092, in Book 9019, Page 218, in said office and county (the Hamilton
County Deed of Trust 2).




---



##### 



4.
    
    Deed of Trust, Security Agreement, Assignment of Leases and Rents, and Fixture Filing dated
as of October 13, 2006, made by the Borrower, as grantor, to Kay B. Housch, as trustee for the
use and benefit of Lehman, as beneficiary, recorded on October 18, 2006, as Document Number
06314490, in Book 1210, Page 1520, in the Registers Office for Wilson County, Tennessee, as
assigned by Assignment of Deeds of Trust, Security Agreements, Assignments of Leases and
Rents, and Fixture Filings dated as of September 1, 2009, between Lehman, as assignor, and the
Administrative Agent, as assignee, recorded on September 17, 2009, as Document Number
09405500, in Book 1370, Pages 1587-1590, in said office and county (the Wilson County
Deed of Trust).
  Schedule 3 Tennessee Deed of Trust Amendments Tennessee Deed of Trust Amendment




---



##### 



EXHIBIT G-1
   New York, New York$
    
    Dated as of April ___, 2005Amended and Substituted as of___, 20___
 MAPCO
Express Borrowers   Lender
 prima facie
 Credit Agreement
 Exhibit G-1-1




---



##### 



NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS
NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER
PROVISIONS OF SECTION 10.6 OF THE CREDIT AGREEMENT.
 Existing Notes
 Exhibit G-1- 2




---



##### 



THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF
THE STATE OF NEW YORK.
 MAPCO EXPRESS, INC.By:Name:Title:




---



##### 



Amount
    
    
    
    Amount of Base RateAmount of Base
    
    Converted to
    
    Amount of Principal of
    
    Loans Converted to
    
    Unpaid Principal BalanceDate
    
    Rate Loans
    
    Base Rate Loans
    
    Base Rate Loans Repaid
    
    Eurodollar Loans
    
    of Base Rate Loans
    
    Notation Made By




---



##### 



Interest Period and
    
    
    
    Amount of Eurodollar
    
    Unpaid PrincipalAmount of
    
    Amount Converted
    
    Eurodollar Rate with
    
    Amount of Principal of
    
    Loans Converted to
    
    Balance of
    
    NotationDate
    
    Eurodollar Loans
    
    to Eurodollar Loans
    
    Respect Thereto
    
    Eurodollar Loans Repaid
    
    Base Rate Loans
    
    Eurodollar Loans
    
    Made By




---



##### 



THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW YORK.
 MAPCO EXPRESS, INC.By:Name:Title:




---



##### 



EXHIBIT G-2
   $
    
    New York, New YorkDated as of April ___, 2005Amended and Substituted as of  ___, 20___
 MAPCO
Express Borrowers  Lender
 prima facie
 Credit Agreement




---



##### 



NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS
NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER
PROVISIONS OF SECTION 10.6 OF THE CREDIT AGREEMENT
 Existing Notes
 2




---



##### 



THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF
THE STATE OF NEW YORK
 MAPCO EXPRESS, INC.By:Name:Title:




---



##### 



Amount of Principal
    
    Amount of Base RateAmount of Base Rate
    
    Amount Converted to
    
    of Base Rate Loans
    
    Loans Converted to
    
    Unpaid Principal Balance
    
    Notation MadeDate
    
    Loans
    
    Base Rate Loans
    
    Repaid
    
    Eurodollar Loans
    
    of Base Rate Loans
    
    By




---



##### 



Interest Period and
    
    
    
    
    
    Amount ofAmount
    
    Eurodollar Rate
    
    Amount of Principal
    
    Eurodollar Loans
    
    Unpaid PrincipalAmount of
    
    Converted to
    
    with Respect
    
    of Eurodollar Loans
    
    Converted to Base
    
    Balance of
    
    NotationDate
    
    Eurodollar Loans
    
    Eurodollar Loans
    
    Thereto
    
    Repaid
    
    Rate Loans
    
    Eurodollar Loans
    
    Made By




---



##### 



EXHIBIT G-3
 [AMENDED AND SUBSTITUTED]
  $
    
    New York, New YorkDated as of [April ___, 2005][ ___, 20___][Amended and Substituted as of  ___, 20___]
 MAPCO
Express Borrowers   Lender
 prima facie
 [Amended and Substituted] Credit Agreement




---



##### 



NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS
NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER
PROVISIONS OF SECTION 10.6 OF THE CREDIT AGREEMENT
 [It is expressly understood and agreed by each Borrower that (i) the principal balance of this
Note includes certain Obligations hitherto evidenced by those certain Revolving Credit Notes dated
April ___, 2005 and any other Revolving Credit Notes executed by any Borrower in favor of Lender in
accordance with the Credit Agreement (the  Existing Notes ) and (ii) to the extent any of
such Obligations are included in the principal balance of this Note, this Note (a) merely
re-evidences such Obligations, (b) is given in substitution for, and not in payment of, the
Existing Notes and (c) is in no way intended, and shall not be deemed or construed, to constitute a
novation of the Existing Notes.]
 2




---



##### 



THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF
THE STATE OF NEW YORK
 MAPCO EXPRESS, INC.By:Name:Title:




---



##### 



Amount of Principal
    
    Amount of Base RateAmount of Base Rate
    
    Amount Converted to
    
    of Base Rate Loans
    
    Loans Converted to
    
    Unpaid Principal Balance
    
    Notation MadeDate
    
    Loans
    
    Base Rate Loans
    
    Repaid
    
    Eurodollar Loans
    
    of Base Rate Loans
    
    By




---



##### 



Interest Period and
    
    
    
    
    
    Amount ofAmount
    
    Eurodollar Rate
    
    Amount of Principal
    
    Eurodollar Loans
    
    Unpaid PrincipalAmount of
    
    Converted to
    
    with Respect
    
    of Eurodollar Loans
    
    Converted to Base
    
    Balance of
    
    NotationDate
    
    Eurodollar Loans
    
    Eurodollar Loans
    
    Thereto
    
    Repaid
    
    Rate Loans
    
    Eurodollar Loans
    
    Made By




---



##### 



EXHIBIT G-4
   $5,000,000
    
    New York, New YorkDated as of April ___, 2005Amended and Substituted as of  ___, 20___
 MAPCO
Express Borrowers Swing Line Lender
 prima facie
 Credit Agreement




---



##### 



Existing Notes
 2




---



##### 



MAPCO EXPRESS, INC.By:Name:Title:




---



##### 



ANNEX I
 
  Amount of Swing Line
    
    Amount of Principal of Swing
    
    Unpaid Principal BalanceDate
    
    Loans
    
    Line Loans Repaid
    
    of Swing Line Loans
    
    Notation Made By




---



##### 



EXHIBIT H
  Credit
Agreement MAPCO Express Borrowers
 Non-U.S. Lender




---



##### 



[NAME OF NON-U.S. LENDER]By:Name:Title:




---



##### 



EXHIBIT I
  To:
    
    Fifth Third Bank38 Fountain Square PlazaCincinnati, Ohio 45263Attention:Telecopy: (___) ___-___Telephone: (___) ___-___
 Credit Agreement MAPCO Express Borrowers Lenders
  *
 Type of Loans
    
    Interest Period
    
    Aggregate Amount
    
    Date of LoansBase Rate Loans
    
    N/AEurodollar Loans**
   
 *
    
    Specify the Facility under which loans are
requested. Each Borrower shall submit a separate Borrowing Notice for
requested Loans under each Facility.**
    
    If more than one Interest Period is
requested, the Borrowers shall list duration of each requested Interest Period
and the amount of requested Loans allocated to each Interest Period.




---



##### 



MAPCO EXPRESS, INC.By:Title:




---



##### 



EXHIBIT J
  MAPCO
Express Borrowers Lenders Arranger Syndication
Agent Co-Administrative Agent Administrative Agent
  [60,000,000] [180,000,000]




---



##### 








---



##### 



[INSERT NAME OF LENDER]By:Name:Title:
 
 MAPCO EXPRESS, INC.By:Name:Title:
 
 
 By:Name:Title:




---



##### 



EXHIBIT K
  MAPCO Express Borrowers Lenders Arranger Syndication Agent Co-Administrative Agent Administrative Agent
  [60,000,000] [180,000,000]




---



##### 



[INSERT NAME OF LENDER]By:Name:Title:
 
 MAPCO EXPRESS, INC.By:Name:Title:
 
 FIFTH THIRD BANK, an Ohio banking corporation,successor by merger with FIFTH THIRD BANK, N.A.,as Administrative Agent, Issuing Lender and Swing Line LenderBy:Name:Title:




---



##### 



EXHIBIT L
 Permitted Transaction Definition
 Permitted Transaction Permitted Transaction Retail Assets provided
   Permitted Transaction Real Property Assets Permitted Transaction Secured Assets




---



##### 



Permitted Transaction
Purchase Price




---



##### 



Permitted Transaction Purchase Agreement




---



##### 



EXHIBIT M




---



##### 



AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
 Amendment
 W I T N E S S E T H:
 Administrative Agent Lender Credit
Agreement
 [Permitted Transaction Acquisition
Agreement] [list parties and their respective capacities] Permitted Acquisition Agreement
 Permitted
Acquisition
     Defined Terms




---



##### 



Applicable Margin
 Capital Expenditures
 Consolidated EBITDA plus minus provided
 2




---



##### 



provided further
   Existing Intercompany Subordinated Debt
 Existing Intercompany Subordinated Debt Documentation 1
 Existing Intercompany Subordinated Debt Subordination Agreements MFC Intercompany Subordinated Debt
Subordination Agreement
 
 1
    
    If Administrative Agent approves intercompany
subordinated debt pursuant to Exhibit L of the Credit Agreement, include this
amended definition. If Administrative Agent does not approve intercompany
subordinated debt, pursuant to Exhibit L of the Credit Agreement, the
definitions of Existing Intercompany Subordinated Debt Subordination
Agreements, Existing Intercompany Subordinated Debt and Existing Intercompany
Subordinated Debt Documentation will not be amended. 3




---



##### 



Calfee Intercompany Subordinated Debt Subordination
Agreement
 Pricing Grid Schedule 1.1D
 Adjustment Date
   [First] Amendment
 [First] Amendment Effective Date
 Permitted Acquisition: the acquisition of [describe assets acquired using
description similar to Calfee Acquisition  if Permitted Acquisition Agreement includes assets
that are not acquired by Loan Parties, exclude those from Permitted Acquisition and related
concepts]
 Permitted Acquisition Agreement
 Permitted Acquisition Assets
 4




---



##### 



Permitted Acquisition Documentation
 Permitted Acquisition Intercompany Subordinated Debt Subordination Agreement [date simultaneous with closing of
Permitted Acquisition] 2
 Permitted Acquisition Intercompany Subordinated Debt 3
 Permitted Acquisition Note [date
simultaneous with closing of Permitted Acquisition] 4
 Permitted Acquisition Refinery Agreements   5
 Permitted Acquisition Intercompany Subordinated Debt Documentation 6
 Amendment to Section 4.16 of the Credit Agreement (Use of Proceeds)
 
 2
    
    If Administrative Agent approves intercompany
subordinated debt pursuant to Exhibit L of the Credit Agreement, include this
definition. Permitted Acquisition Intercompany Subordinated Debt Subordination
Agreement shall be substantially similar to the Existing Intercompany
Subordinated Debt Subordination Agreements.3
    
    If Administrative Agent approves intercompany
subordinated debt pursuant to Exhibit L of the Credit Agreement, include this
definition.4
    
    If Administrative Agent approves intercompany
subordinated debt pursuant to Exhibit L of the Credit Agreement, include this
definition.5
    
    If as a result of the Permitted Acquisition a
Loan Party enters into an Affiliate contract that is approved by the
Administrative Agent pursuant to Exhibit L of the Credit Agreement, including
relating to refining, insert a description of that (those) Affiliate
contract(s) here.6
    
    If Administrative Agent approves intercompany
subordinated debt pursuant to Exhibit L of the Credit Agreement, include this
definition. 5




---



##### 



Use of Proceeds
 Amendment to Section 4.17(f) of the Credit Agreement (Environmental Matters)
 
 Amendment to Section 7.1(a) of the Credit Agreement (Consolidated Leverage Ratio)
 Consolidated Leverage Ratio
 Amendment to Section 7.1(b) of the Credit Agreement (Consolidated Adjusted Interest
Coverage Ratio)
 Consolidated Adjusted Interest Coverage Ratio
 Amendment to Section 7.1(d) of the Credit Agreement (Consolidated Adjusted Leverage
Ratio)
 Consolidated Adjusted Leverage Ratio
 6




---



##### 



Consolidated AdjustedFiscal Quarter7
    
    Leverage RatioFQ4 2009
    
    4.65 to 1.00FQ1 2010 and thereafter
    
    4.25 to 1.00
 8.
    
    Amendment to Section 7.2 of the Credit Agreement (Limitation on Indebtedness).
Section 7.2 of the Credit Agreement is hereby amended by: a.
    
    deleting Section 7.2(c) in its entirety and replacing it with the following:
  b.
    
    8deleting the and at the end of Section 7.2(i);c.
    
    deleting the . at the end of Section 7.2(j) and substituting
; and in lieu thereof;d.
    
    adding the following Section 7.2(k):(k) Unsecured Indebtedness of MAPCO Express to Holdings pursuant to the
Permitted Acquisition Note, provided that, such Indebtedness (i) is fully
subordinated to the Obligations pursuant to the Permitted Acquisition
Intercompany Subordinated Debt Subordination Agreement, (ii) does not
require a cash payment of principal or interest prior to December 31, 2011,
and (iii) the final maturity of such Indebtedness is not earlier than
December 31, 2011[; and] or [.]e.
    
    9adding the following Section 7.2(l)
 [describe additional permitted Indebtedness]
  a.
    
    deleting Section 7.3(g) in its entirety and replacing it with the following:
 
 7
    
    If Permitted Acquisition occurs after FQ4
2009, delete reference to that quarter and 4.65 to 1.00 ratio.8
    
    If Administrative Agent approves intercompany
subordinated debt pursuant to Exhibit L of the Credit Agreement, include b, c
and d adding Section 7.2(k).9
    
    If Administrative Agent approves other
Indebtedness in connection with the Permitted Acquisition pursuant to Exhibit L
of the Credit Agreement, include this Section 7.2(l). 7




---



##### 



b.
    
    Deleting Section 7.3(k) in its entirety and replacing it with the following:
  Amendment to Section 7.6 (Limitation on Restricted Payments)
  Amendment to Section 7.7 (Limitation on Capital Expenditures)
 a.
    
    deleting Section 7.7(a) in its entirety and replacing it with the following
  8




---



##### 



Period
    
    Capital ExpenditureFiscal Year 2010
    
    $
    35,000,000January 1, 2011 and thereafter
    
    $
    12,000,000
 provided multiplied by multiplied by first second
 b.
    
    deleting the . at the end of Section 7.7(b) and substituting
; and in lieu thereof; andc.
    
    adding the following Section 7.7(c):
  Amendment to Section 7.8 (Limitation on Investments)
 a.
    
    deleting the and at the end of Section 7.8(g); andb.
    
    adding the following Section 7.8(h):(g) The Permitted Acquisition.c.
    
    10adding the following Section 7.8(h)
 [describe additional permitted Investment]
 Amendment to Section 7.9 (Limitation on Transactions with Affiliates)
 
 10
    
    If Administrative Agent approves other
Investments in connection with the Permitted Acquisition pursuant to Exhibit L
of the Credit Agreement, include this Section 7.8(h)). 9




---



##### 



Limitation on Transactions with Affiliates Except for the consummation of the
transactions contemplated under the Permitted Acquisition Agreement, enter into any
transaction, including, without limitation, any purchase, sale, lease or exchange of
Property, the rendering of any service or the payment of any management, advisory or
similar fees, with any Affiliate (other than a Borrower or any Subsidiary Guarantor)
unless such transaction is (a) otherwise permitted under this Agreement, (b) in the
ordinary course of business of the Borrowers or their Subsidiaries, as the case may
be, and (c) upon fair and reasonable terms no less favorable to the Borrowers or
their Subsidiaries, as the case may be, than it would obtain in a comparable arms
length transaction with a Person that is not an Affiliate.
 Amendment to Section 7.10 (Limitation on Sales and Leasebacks)
 Limitation on Sales and Leasebacks. Enter into or maintain any
arrangement with any Person providing for the leasing by a Borrower or any
Subsidiary of real or personal property which has been or is to be sold or
transferred by a Borrower or such Subsidiary to such Person or to any other Person
to whom funds have been or are to be advanced by such Person on the security of such
property or rental obligations of Holdings, a Borrower or such Subsidiary, except
that a Borrower or any of its Subsidiaries may enter into a sale and leaseback
transaction if (i) the aggregate amount of Indebtedness incurred equal to the
Attributable Debt relating to such sale and leaseback transaction does not exceed
$15,000,000 during the term of this Agreement and (ii) the Net Cash Proceeds of such
sale and leaseback transaction are at least equal to the fair market value of the
Property that is the subject of such sale and leaseback transaction.
 11 Amendment to Section 7.12 (Limitation on Negative Pledge Clauses)
 a.
    
    Deleting the and at the end of Section 7.12(b);b.
    
    deleting the . at the end of Section 7.12(c) and substituting
; and in lieu thereof; andc.
    
    adding the following Section 7.12(d):(d) [describe additional permitted Negative Pledge Clauses].
 
 11
    
    If Administrative Agent approves other
Negative Pledge Clauses pursuant to Exhibit L of the Credit Agreement in
connection with the Permitted Acquisition, include this Amendment Paragraph 15. 10




---



##### 



Amendment to Section 7.14 of the Credit Agreement (Limitation on Lines of
Business)
   Limitation on Amendments to the Permitted Acquisition Documentation
 Conditions to Effectiveness
 a.
    
    Consummation of Permitted Acquisition. The Permitted
Acquisition shall have been consummated in accordance with all of the terms and
conditions set forth in Exhibit L to the Credit Agreement;b.
    
    Acknowledgement. The Administrative Agent shall have received
the written acknowledgement by MAPCO Express in the spaces indicated below of
the consummation of the Permitted Acquisition in accordance with all of the
terms and conditions set forth in Exhibit L to the Credit Agreement;c.
    
    No Defaults. No Default or Event of Default under the Credit
Agreement shall have occurred and be continuing;d.
    
    Representations and Warranties. The truth and accuracy of the
representations and warranties contained in Section 19 hereof; ande.
    
    Fees, etc. The Administrative Agent shall have received all
fees required to be paid, and all expenses for which invoices have been
presented supported by customary documentation (including reasonable fees,
 11




---



##### 



disbursements and other charges of counsel to the Administrative Agent on or
before the First Amendment Effective Date.
 Representations and Warranties
 a.
    
    No consent or authorization of, filing with, notice to or other
act by or in respect of, any Governmental Authority or any other Person is
required in connection with this Amendment or the execution, delivery,
performance, validity or enforceability of this Amendment, except consents,
authorizations, filings and notices which have been obtained or made and are in
full force and effect. This Amendment and the Credit Agreement (as amended
hereby) constitutes a legal, valid and binding obligation of MAPCO Express,
enforceable against MAPCO Express in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).b.
    
    The execution, delivery and performance of this Amendment will
not violate any Requirement of Law or any Contractual Obligation of the
Borrowers or any of their Subsidiaries and will not result in, or require, the
creation or imposition of any Lien on any of their respective properties or
revenues pursuant to any Requirement of Law or any such Contractual Obligation
(other than the Liens created by the Security Documents).c.
    
    Each of the representations and warranties made by MAPCO
Express herein or by any of the Loan Parties in or pursuant to the Loan
Documents is true and correct in all material respects on and as of the [First]
Amendment Effective Date as if made on and as of such date (except that any
representation or warranty which by its terms is made as of an earlier date
shall be true and correct in all material respects as of such earlier date).d.
    
    MAPCO Express and the other Loan Parties have performed in all
material respects all agreements and satisfied all conditions which this
Amendment and the other Loan Documents provide shall be performed or satisfied
by MAPCO Express or the other Loan Parties on or before the First Amendment
Effective Date.e.
    
    No Default or Event of Default has occurred and is continuing,
or will result from the consummation of the transactions contemplated by this
Amendment.
 12




---



##### 



Payment of Expenses
 Limited Effect; Binding Nature
 Governing Law
 Miscellaneous
 
 13




---



##### 



MAPCO EXPRESS:
MAPCO EXPRESS, INC.By:Name:Title: By:Name:Title: S-1




---



##### 



ADMINISTRATIVE AGENT:
FIFTH THIRD BANK, an Ohio banking corporation, successor by merger with FIFTH
THIRD BANK, N.A., as Administrative AgentBy:Name:Title: S-2




---



##### 



Schedule 1.1C
  TermCommitment[***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***]




---



##### 



TermCommitment[***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
    
    
    [***][***]
 S-2




---



##### 



Schedule 1.1C
 Revolver Lenders Schedule
 RevolvingCommitmentBank Hapoalim B.M.
    
    
    18,875,000.00Bank Leumi USA
    
    
    18,875,000.00FIFTH THIRD BANK
    
    
    14,550,000.00JP Morgan Chase Bank, N.A.
    
    
    13,900,000.00ISRAEL DISCOUNT BANK OF NEW YORK
    
    
    11,600,000.00SUNTRUST BANK
    
    
    11,375,000.00Regions Bank
    
    
    9,875,000.00PNC Bank, National Association, successor to National City Bank
    
    
    8,950,000.00Lehman Commercial Paper Inc.
    
    
    12,000,000.00$
    120,000,000.00




---



##### 



Schedule 1.1D
  Applicable Margin for Base
    
    Applicable Margin forConsolidated Leverage Ratio
    
    Rate Loans
    
    Eurodollar LoansRevolving
    
    
    
    
    
    RevolvingCredit Facility
    
    Term Facility
    
    Credit Facility
    
    Term Facility> 3.00 to 1.00
    
    
    2.75
    %
    
    
    3.25
    %
    
    
    3.75
    %
    
    
    4.25
    %£ 3.00 to 1.00 and > 2.50 to 1.00
    
    
    2.50
    %
    
    
    3.00
    %
    
    
    3.50
    %
    
    
    4.00
    %£ 2.50 to 1.00
    
    
    2.25
    %
    
    
    2.75
    %
    
    
    3.25
    %
    
    
    3.75
    %