***Execution Copy*****ASSIGNMENT AND ASSUMPTION AGREEMENT**     This **ASSIGNMENT AND ASSUMPTION AGREEMENT**(this “***Agreement***”) is entered into this9th day of October 2007 (the “***Execution Date***”) by and among **TRANSMONTAIGNE INC.**, aDelaware corporation (“***Assignor***”), **MORGAN STANLEY CAPITAL GROUP INC.**, a Delaware corporation(“***Assignee***”), and **DELEK US HOLDINGS, INC.**, a Delaware corporation (“***Delek***”) (each of the foregoingreferred to herein individually as a “***Party***” or collectively as the “***Parties***”).**WITNESSETH:**     **WHEREAS**, Assignor and Delek are parties to that certain Stock Purchase Agreement, dated as ofJuly 12, 2007, as amended by that certain First Amendment of even date herewith (collectively, the"***Stock Purchase Agreement***”), pursuant to which Assignor sold to Delek certain shares of commonstock of Lion Oil Company owned by Assignor in exchange for cash and 1,916,667 shares of CommonStock of Delek (the “***Delek Shares***”);     **WHEREAS**, pursuant to the Stock Purchase Agreement and simultaneously with the issuance toAssignor of the Delek Shares, Assignor and Delek entered into that certain Registration RightsAgreement, effective as of August 22, 2007 (the “***Registration Rights Agreement***”), pursuant to whichDelek granted certain registration rights (the “***Registration Rights***”) to Assignor in connectionwith the Delek Shares;     **WHEREAS**, Assignor desires to transfer and assign the Delek Shares to Assignee (the “***ShareTransfer***”);     **WHEREAS**, in connection with the Share Transfer, Assignor wishes to assign and transfer all ofAssignor’s rights and obligations under the Registration Rights Agreement to Assignee and Assigneewishes to assume all such rights and obligations;     **WHEREAS**, Section 2.1(h) of the Registration Rights Agreement requires Assignor to provideprior written notice to Delek with respect to any such assignment of Assignor’s rights andobligations under the Registration Rights Agreement; and     **WHEREAS**, it is the intention of the Parties to reflect their understanding and agreements withrespect to the Share Transfer and simultaneous transfer of the Registration Rights pertainingthereto by the execution and delivery of this Agreement.     **NOW, THEREFORE**, in consideration of the foregoing premises, the mutual agreements hereincontained and for other good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the Parties agree as follows:     1. Definitions. Each capitalized term used but not defined herein (including in therecitals above) shall have the meaning ascribed thereto in the Registration Rights Agreement andStock Purchase Agreement, as applicable.     2. Share Transfer. a. Assignor hereby agrees to transfer and assign to Assignee all ofAssignor’s right, title and interest in, to and under the Delek Shares.
 

 
 b. Simultaneously with the execution hereof, Assignor shall deliver toAssignor original certificates representing the Delek Shares, duly endorsed in blankor accompanied by stock transfer powers duly executed in blank or other appropriatetransfer instruments;  c. (i) Each certificate representing the Delek Shares will be endorsedwith the following legends:    “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THESECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND ARE“RESTRICTED SECURITIES” AS DEFINED IN RULE 144 PROMULGATED UNDER THE ACT. THESECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE DISTRIBUTED EXCEPT (I)IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACTAND QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS OR (II) IN COMPLIANCE WITHRULE 144 OR (III) OTHERWISE PURSUANT TO AN EXEMPTION FROM THE REGISTRATIONREQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATESECURITIES LAWS BASED ON AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THEISSUER.    THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFERRESTRICTIONS SET FORTH IN THAT CERTAIN STOCK PURCHASE AGREEMENT DATED JULY 12, 2007,AS MAY BE AMENDED FROM TIME TO TIME, BETWEEN THE COMPANY AND THE REGISTERED HOLDER,OR HIS, HER OR ITS PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THECOMPANY’S PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE.”    ,and any other legends required by applicable securities Laws or the RegistrationRights Agreement.  (ii) Assignor may instruct its transfer agent not to register the transferof the Delek Shares, unless the conditions specified in the foregoing legends aresatisfied.     3. Assignment of Registration Rights. Upon the terms and subject to the conditionsset forth in this Agreement and the Registration Rights Agreement, Assignor hereby irrevocablyassigns, transfers and sets over to Assignee all of Assignor’s right, title and interest in, to andunder the Registration Rights Agreement (the “***Assignment of Rights***”). Assignor agrees to take suchactions and to execute and deliver such instruments and agreements as may be necessary to complete,confirm, record or perfect the Assignment of Rights made hereby.     4. Assumption of Registration Rights Agreement. Upon the terms and subject to theconditions set forth in this Agreement, Assignee hereby accepts the foregoing Assignment of Rightsand assumes, accepts, and agrees to pay, perform, discharge, and satisfy in full as and when due,all of the obligations of Assignor under the Registration Rights Agreement, and as such to complywith and be bound by the terms and provisions of the Registration Rights Agreement. Assigneehereby further acknowledges that it has received a copy of the Registration Rights Agreement andall schedules and exhibits thereto and that it has read and understands the scope and effect of the provisionsof the Registration Rights Agreement.
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     5. Consent to Assignment. a. Delek hereby consents to the assignment by Assignor to Assignee of allof Assignor’s rights and obligations under the Registration Rights Agreement uponthe terms and subject to the conditions set forth in this Agreement and theRegistration Rights Agreement.  b. Notwithstanding any provision in this Agreement to the contrary,neither the Share Transfer nor the Assignment of Rights shall release, diminish ordischarge Assignor from any of its Liabilities pursuant to or arising from theStock Purchase Agreement or the Registration Rights Agreement.     6. Transfer Restrictions. Assignee hereby acknowledges that transfer of the DelekShares by Assignor to Assignee as contemplated herein is subject in all respects to any and alltransfer restrictions applicable to the Delek Shares pursuant to the Stock Purchase Agreement andfederal and state securities laws (including the Securities Act of 1933, as amended (the"***Securities Act***”), and rules and regulations promulgated thereunder). Without limiting thegenerality of the preceding sentence, Assignee acknowledges that the Delek Shares are subject tocertain restrictions pursuant to Section 6.4 of the Stock Purchase Agreement (collectively,the “***Transfer Restrictions***”) and Assignee hereby agrees and acknowledges that (i) the ShareTransfer shall not alter, diminish or impair the Transfer Restrictions, (ii) Assignee assumes,accepts, and agrees to comply with and be bound by the Transfer Restrictions to the same extent asif the Transfer Restrictions were originally applicable to Assignee, and (iii) Assignee hasreceived a copy of the Stock Purchase Agreement and all schedules and exhibits thereto and that ithas read and understands the scope and effect of the provisions of Section 6.4 of the StockPurchase Agreement.     7. Short Sales. Prior to the earlier to occur of (i) the effective date of aregistration statement covering the resale of the Delek Shares or (ii) the date such registrationstatement was required to have been declared effective following the request of the holders of theregistration rights in accordance with the terms of the Registration Rights Agreement, Assigneeshall not engage, directly or indirectly, in any Short Sales involving Delek Common Stock.     8. Claims Against Assignor. The Parties agree that with regards to Section8.4(f) of the Stock Purchase Agreement: a. Assignor shall not be deemed to be receiving Seller Net Proceeds as aresult of the Share Transfer;  b. “Seller Net Proceeds” as defined in the Stock Purchase Agreement shallinclude the purchase price actually received by Assignee or any of its Affiliateswith respect to the sale, transfer or exchange of the Delek Shares subsequent tothe Execution Date; and  c. Assignee agrees to transfer and assign to Assignor the Delek Shares andany Seller Net Proceeds received by Assignee or any of its Affiliates, in the eventand to the extent the Delek Shares or such Seller Net Proceeds are needed byAssignor to satisfy a claim by Delek pursuant to Section 8.4(f) of theStock Purchase Agreement.
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     9. Representations and Warranties of Assignee. Assignee hereby represents andwarrants to Assignor and Delek as follows: a. Assignee is a corporation duly organized and validly existing under thelaws of the State of Delaware and is in good standing under such laws.  b. Assignee has the corporate, governmental and other legal capacity,authority and power to execute this Agreement, to deliver this Agreement and toperform its obligations under this Agreement, the Stock Purchase Agreement (to theextent assumed herein) and the Registration Rights Agreement, and has taken allnecessary action to authorize the foregoing.  c. The Delek Shares, when acquired by Assignee, will be acquired forAssignee’s own account, for investment purposes and not with a view to, or forresale in connection with, any distribution or public offering there of within themeaning of the Securities Act, or applicable state securities laws. Assignee isnot a party to any Contract to Dispose of or Encumber the Delek Shares or any partthereof or interest therein.  d. Assignee understands that (i) the Delek Shares have not been registeredunder the Securities Act by reason of their issuance to Assignor, and subsequenttransfer to Assignee, in transactions exempt from the registration and prospectusdelivery requirements of the Securities Act, and have not been qualified under anystate securities laws on the grounds that the offering and sale of securities toAssignor as contemplated by the Stock Purchase Agreement, and subsequent transferto Assignee, were exempt from registration thereunder, and (ii) Delek’s reliance onsuch exemptions is predicated on Assignor’s representations set forth in the StockPurchase Agreement and Assignee’s representations set forth herein. Assigneeunderstands that the resale of the Delek Shares may be restricted indefinitely,unless a subsequent disposition thereof is registered under the Securities Act andregistered under any state securities laws or is exempt from such registration.  e. Assignee is an “Accredited Investor” as that term is defined inRule 501 of Regulation D promulgated under the Securities Act. Assignee is able tobear the economic risk of the acquisition of the Delek Shares pursuant to the termsof this Agreement, including a complete loss of Assignee’s investment in the DelekShares.  f. Assignee can bear the economic risk of its investment (includingpossible complete loss of such investment) for an indefinite period of time and hassuch knowledge and experience in financial or business matters that it is capableof evaluating, and has evaluated, the merits and risks of its acquisition of theDelek Shares.  g. Assignee has not been organized for the purpose of acquiring the DelekShares.  h. Assignee is aware of the provisions of Rule 144 promulgated under theSecurities Act which permit limited resale of shares acquired in a privateplacement subject to the satisfaction of certain conditions, including, among otherthings, the existence of a public market for the shares of Delek’s capital stock,the availability of certain current public information about Delek, the resaleoccurring not less than one (1) year after a party has purchased and paid for thesecurity to be sold, the sale being effected through a“broker’s transaction” or in a transaction directly with a “market maker,” and the number of shares being sold during anythree-month period not exceeding specified limitations. Assignee
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   further understands that there isno assurance that Rule 144 or any exemption from the Securities Act will be available, or if available, that suchexemption will allow Seller to dispose of any or all of the Delek Shares in theamounts or at the times Assignee might propose.  i. Assignee is the sole record and beneficial owner of all of the issuedand outstanding capital stock of Assignor.  j. ASSIGNEE ACKNOWLEDGES THAT IT IS ACQUIRING THE DELEK SHARES IN THEIR“AS-IS, WHERE-IS” CONDITION WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EXPRESS ORIMPLIED, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THAT IN MAKING ITSDECISION TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE ACQUISITION OF THEDELEK SHARES, ASSIGNEE HAS RELIED AND WILL RELY SOLELY UPON ITS OWN INDEPENDENTINVESTIGATION, VERIFICATION, ANALYSIS AND EVALUATION.  k. Without limiting the generality of Subsection 8(j) above,ASSIGNEE ACKNOWLEDGES THAT, EXCEPT FOR THE REPRESENTATIONS MADE BY ASSIGNOR SETFORTH IN SECTION 9 BELOW, NEITHER ASSIGNOR NOR DELEK HAS MADE, AND ASSIGNORAND DELEK MAKE NO AND DISCLAIM ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS ORIMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE, REGARDING (I) THE MARKETVALUE OF THE DELEK SHARES, (II) THE QUALITY, CONDITION, OR OPERABILITY OF ANYASSETS OWNED OR OPERATED BY DELEK OR ITS AFFILIATES, OR (III) THE FINANCIALCONDITION, BUSINESS OR BUSINESS PROSPECTS OF DELEK OR ITS AFFILIATES.     10. Representations and Warranties of Assignor. Assignor hereby represents andwarrants to Assignee and Delek as follows: a. Assignor is duly organized and validly existing under the laws of theState of Delaware and is in good standing under such laws.  b. Assignor has the corporate, governmental and other legal capacity,authority and power to execute this Agreement, to deliver this Agreement and toperform its obligations under this Agreement and the Registration Rights Agreement,and has taken all necessary action to authorize the foregoing.  c. Assignor is the sole owner of the Registration Rights under theRegistration Rights Agreement and Assignor’s right to such Registration Rights ishereby conveyed to Assignee free and clear of any liens, claims, security interestsor encumbrances.  d. The rights and duties assigned by Assignor pursuant to this Agreementare not subject to any prior sale, transfer, assignment or participation byAssignor or any agreement to assign, convey, transfer or participate, in whole orin part.  e. No event of default has occurred and no condition has occurred whichwith the passage of time or otherwise could constitute an event of default underthe Registration Rights Agreement.
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 f. The Share Transfer is not being made with the intent of or as part of atransaction or a series of related transactions to transfer, assign, merge orexchange Assignee to or with a Person that is not an Affiliate of Assignor.     11. Parties In Interest. This Agreement shall be binding upon and inure to thebenefit of, and be binding on and enforceable against, the Parties and their respective successorsand permitted assigns, whether or not so expressed. This Agreement is not assignable by any Partywithout the prior written consent of the other Parties, and any attempt to assign this Agreementwithout such consent shall be void and of no effect.     12. Effect of Agreement. Except as set forth in this Agreement, the provisions of theRegistration Rights Agreement and the Stock Purchase Agreement shall remain unchanged.     13. Amendments; Waivers. etc. No amendment, modification or discharge of thisAgreement, and no waiver under this Agreement, shall be valid or binding unless set forth inwriting and duly executed by the Party against whom enforcement of the amendment, modification,discharge or waiver is sought. Any such waiver shall constitute a waiver only with respect to thespecific matter described in such writing and shall in no way impair the rights of the Partygranting such waiver in any other respect or at any other time. The waiver by any Party of abreach of or a default under any of the provisions of this Agreement, or the exercise of any rightor privilege under this Agreement, shall not be construed as a waiver of any other breach ordefault of a similar nature, or as a waiver of any of such provisions, rights or privileges underthis Agreement. No failure by any Party to exercise, and no delay in exercising, any righthereunder shall operate as a waiver thereof.     14. Counterparts. This Agreement may be executed in one or more counterparts, each ofwhich shall be deemed an original, but all of which shall together constitute one and the sameinstrument. A facsimile transmission of a signed copy of this Agreement shall be deemed anoriginal and shall have the same valid and binding effect thereof.     15. Governing Law. This Agreement and the legal relations between the Parties withrespect hereto shall be governed by and construed in accordance with the domestic Laws of the Stateof Delaware without regard or giving effect to any choice or conflict of Law provision or rule(whether of such state or any other jurisdiction) that would cause the application of the Laws ofany jurisdiction other than such state.     16. Dispute Resolution. The dispute resolution provisions in Section 10.9 ofthe Stock Purchase Agreement shall be applicable to this Agreement, and such provisions areincorporated herein for all purposes.     17. Severability. If any part of this Agreement is contrary to, prohibited by, ordeemed invalid under applicable law, such provision will be inapplicable and deemed omitted to theextent so contrary, prohibited or invalid. The remainder of this Agreement will not be invalidatedby such applicable law and will be given effect so far as possible, provided that each Party cancontinue to fulfill its material obligations and enjoy its material rights and benefits hereunder.     18. Headings. The section headings contained in this Agreement are for referencepurposes only and do not affect the meaning or interpretation of this Agreement.     19. Notice. All notices, requests, Claims, Consents, or other communications requiredor authorized hereunder shall be in writing and shall be deemed to have been duly given by theapplicable Party if personally delivered, sent by facsimile with receipt acknowledged, sent by arecognized
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commercial overnight delivery service which guarantees next Business Day delivery, sentby U.S. registered or certified mail return receipt requested and postage prepaid, or otherwiseactually received by the other Party at the address of the intended recipient set forth below:If to Assignor:TransMontaigne Inc.