Amendment Credit Agreement Borrower Lenders Arranger Syndication Agent Co-Administrative Agent Administrative Agent
 WITNESSETH
      Defined Terms




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##### 



Amendment to Section 1.1 of the Credit Agreement
 New Lender Supplement
 Revolving Credit Commitment
  Sixth Amendment
 Sixth Amendment Effective Date
 Amendment to Schedule 1.1A (Mortgaged Property) and Schedule 1.1B (Real Property) of
the Credit Agreement New Mortgaged Properties
 Revolving Credit Commitment Increase New
Lender Supplement New Revolving Credit Lender provided
 2




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Commitment Increase Supplement
 Existing Credit Agreement
  Conditions to Effectiveness Sixth Amendment Effective Date
 Amendment
 Acknowledgment and Consent
 New Lender Supplements and Commitment Increase Supplements
 3




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Related Agreements
 Mortgages
 Title Insurance; Flood Insurance Title Insurance Company
   4




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Appraisals; Leasehold Property Requirements provided
 Environmental Matters
 Fees, etc
 Resolutions, etc.
 5




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Borrower Certificate
 Legal Opinions
    Consents, Approvals, etc.
 Representations and Warranties
 Amendment
Documents Amended Credit
Agreement
 6




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Post-Closing Covenant Annex I
 Payment of Expenses
 Limited Effect
 7
        GOVERNING LAW
 Miscellaneous
   8




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TO SIXTH AMENDMENT
  MAPCO EXPRESS, INC.By:
    /s/ Tony McLartyName:
    Tony McartyTitle:
    VP Human ResourcesBy:
    /s/ Edward MorganName:
    Edward MorganTitle:
    Chief Financial OfficerLEHMAN COMMERCIAL PAPER INC., as Administrative AgentBy:
    /s/ Ritam BhallaName:
    Ritam BhallaTitle:
    Authorized Signatory 9




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TO SIXTH AMENDMENT
 
 LEASEPC #
    
    SITE NAME
    
    ADDRESS
    
    CITY
    
    STATE
    
    ZIP CODE
    
    TYPE164
    
    Fast Food & Fuel #164
    
    630 South 3rd Ave
    
    Chatsworth
    
    GA
    
    
    30705
    
    
    Fee165
    
    Fast Food & Fuel #165
    
    6672 Alabama Hwy
    
    Ringgold
    
    GA
    
    
    30735
    
    
    Fee166
    
    Fast Food & Fuel #166
    
    955 Hwy 299
    
    Wildwood
    
    GA
    
    
    30757
    
    
    Fee167
    
    Fast Food & Fuel #167
    
    1914 Joe Frank Harris Pkwy
    
    Cartersville
    
    GA
    
    
    30120
    
    
    Location Lease168
    
    Fast Food & Fuel #168
    
    326 West Line St
    
    Calhoun
    
    GA
    
    
    30701
    
    
    Location Lease169
    
    Fast Food & Fuel #169
    
    1750 Lafayette Rd
    
    Rossville
    
    GA
    
    
    30701
    
    
    Location Lease170
    
    Fast Food & Fuel #170
    
    1406 Cleveland Hwy
    
    Dalton
    
    GA
    
    
    30721
    
    
    Fee171
    
    Fast Food & Fuel #171
    
    815A Chickamauga Ave
    
    Rossville
    
    GA
    
    
    30741
    
    
    Fee172
    
    Fast Food & Fuel #172
    
    1430 Kellogg Creek Rd
    
    Acworth
    
    GA
    
    
    30101
    
    
    Fee174
    
    Fast Food & Fuel #174
    
    1822 Dug Gap Rd
    
    Dalton
    
    GA
    
    
    30720
    
    
    Fee175
    
    Fast Food & Fuel #175
    
    200 Carbondale Rd
    
    Dalton
    
    GA
    
    
    30720
    
    
    Ground Lease




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LEASEPC #
    
    SITE NAME
    
    ADDRESS
    
    CITY
    
    STATE
    
    ZIP CODE
    
    TYPE176
    
    Fast Food & Fuel #176
    
    1729 Hwy 41 South
    
    Dalton
    
    GA
    
    
    30720
    
    
    Fee177
    
    Fast Food & Fuel #177
    
    324 Glenwood Ave
    
    Dalton
    
    GA
    
    
    30720
    
    
    Fee178
    
    Fast Food & Fuel #178
    
    1217 North 3rd Ave 411
    
    Chatsworth
    
    GA
    
    
    30705
    
    
    Fee180
    
    Fast Food & Fuel #180
    
    2900 Airport Rd
    
    Dalton
    
    GA
    
    
    30721
    
    
    Location Lease181
    
    Fast Food & Fuel #181
    
    Hwy 411 South
    
    Chatsworth
    
    GA
    
    
    30705
    
    
    Fee182
    
    Fast Food & Fuel #182
    
    1194 Hwy 76
    
    Chatsworth
    
    GA
    
    
    30705
    
    
    Location Lease183
    
    Fast Food & Fuel #183
    
    901 Beaverdale Rd
    
    Dalton
    
    GA
    
    
    30720
    
    
    Fee185
    
    Fast Food & Fuel #185
    
    2210 Chattanooga Rd
    
    Dalton
    
    GA
    
    
    30720
    
    
    Fee186
    
    Fast Food & Fuel #186
    
    1402 US Hwy 41 South
    
    Calhoun
    
    GA
    
    
    30701
    
    
    Fee187
    
    Fast Food & Fuel #187
    
    399 Cloud Springs Rd
    
    Fort Oglethorpe
    
    GA
    
    
    30742
    
    
    Fee188
    
    Fast Food & Fuel #188
    
    610 Chickamauga Ave
    
    Rossville
    
    GA
    
    
    30741
    
    
    Location Lease189
    
    Fast Food & Fuel #189
    
    5090 Hwy 136
    
    Trenton
    
    GA
    
    
    30752
    
    
    Fee190
    
    Fast Food & Fuel #190
    
    405 Hwy 299
    
    Wildwood
    
    GA
    
    
    30757
    
    
    Fee




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LEASEPC #
    
    SITE NAME
    
    ADDRESS
    
    CITY
    
    STATE
    
    ZIP CODE
    
    TYPE191
    
    Fast Food & Fuel #191
    
    315 Deerhead Cove Rd
    
    Rising Fawn
    
    GA
    
    
    30738
    
    
    Ground Lease193
    
    Fast Food & Fuel #193
    
    2403 Cloud Springs Rd
    
    Rossville
    
    GA
    
    
    30741
    
    
    Fee194
    
    Fast Food & Fuel #194
    
    104 GTM Parkway
    
    Rockmart
    
    GA
    
    
    30153
    
    
    Location Lease195
    
    Fast Food & Fuel #195
    
    802 Cartersville Hwy
    
    Rockmart
    
    GA
    
    
    30153
    
    
    Location Lease199
    
    Fast Food & Fuel #199
    
    118 Tennessee St
    
    Cartersville
    
    GA
    
    
    30120
    
    
    Fee202
    
    Fast Food & Fuel #202
    
    3410 Brainerd Rd
    
    Chattanooga
    
    TN
    
    
    37411
    
    
    Fee203
    
    Fast Food & Fuel #203
    
    4711 Brainerd Rd
    
    Chattanooga
    
    TN
    
    
    37411
    
    
    Fee205
    
    Fast Food & Fuel #205
    
    4500 Dayton Blvd
    
    Red Bank
    
    TN
    
    
    37415
    
    
    Fee206
    
    Fast Food & Fuel #206
    
    100 West 20th St
    
    Chattanooga
    
    TN
    
    
    37415
    
    
    Fee207
    
    Fast Food & Fuel #207
    
    5924 East Brainerd Rd
    
    Chattanooga
    
    TN
    
    
    37421
    
    
    Fee209
    
    Fast Food & Fuel #209
    
    8604 North Hickory Valley Rd
    
    Chattanooga
    
    TN
    
    
    37416
    
    
    Fee210
    
    Fast Food & Fuel #210
    
    1933 Hamill Rd
    
    Chattanooga
    
    TN
    
    
    37343
    
    
    Fee215
    
    Fast Food & Fuel #215
    
    3709 Cummings Hwy
    
    Chattanooga
    
    TN
    
    
    37419
    
    
    Fee




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LEASEPC #
    
    SITE NAME
    
    ADDRESS
    
    CITY
    
    STATE
    
    ZIP CODE
    
    TYPE218
    
    Fast Food & Fuel #218
    
    2293 APD 4
    
    Cleveland
    
    TN
    
    
    37312
    
    
    Location Lease219
    
    Fast Food & Fuel #219
    
    2727 Rossville Blvd
    
    Chattanooga
    
    TN
    
    
    37404
    
    
    Fee220
    
    Fast Food & Fuel #220
    
    140 Rowland Dr
    
    Jasper
    
    TN
    
    
    37347
    
    
    Fee




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SIXTH AMENDMENT
  Credit Agreement Borrower Lenders Arranger Syndication
Agent Co-Administrative Agent Administrative Agent Guarantee and Collateral Agreement Grantors




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##### 



DELEK US HOLDINGS, INC.By:Name:Title:By:Name:Title:MAPCO EXPRESS, INC.By:Name:Title:By:Name:Title:GASOLINE ASSOCIATED SERVICES, INC.By:Name:Title:By:Name:Title:




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LIBERTY WHOLESALE CO., INC.By:Name:Title:By:Name:Title:WILLIAMSON OIL CO., INC.By:Name:Title:By:Name:Title:




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SIXTH AMENDMENT
  Credit
Agreement Borrower Lenders Arranger Syndication Agent Co-Administrative Agent Administrative Agent
 WITNESSETH
 Sixth Amendment




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2




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




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th
 MAPCO EXPRESS, INC.By:Name:Title:By:Name:Title:Accepted this 13th day of
July, 2006.
LEHMAN COMMERCIAL PAPER INC.,
as Administrative Agent and Swing Line LenderBy:Name:Title:BANK LEUMI USA,
as Issuing LenderBy:Name:Title:,
as Issuing LenderBy:Name:Title:




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SIXTH AMENDMENT
 
 Credit
Agreement Borrower Lenders Arranger Syndication Agent Co-Administrative Agent Administrative Agent
 WITNESSETH:
 Sixth Amendment




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




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




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




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




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Fulbright & Jaworski l.l.p.
 
 telephone: (212) 318-3000
    
    facsimile: (212) 318-3400
  
  
   (1)
    
    the Sixth Amendment;(2)
    
    the Acknowledgment and Consent executed by each of the Loan Parties (the
Acknowledgement and Consent);(3)
    
    the Revolving Credit Commitment Increase Supplements, executed by the Borrower and each applicable
Lender increasing its Revolving Credit Commitment dated as of the dates stated thereon, and the
Revolving Credit New
          




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Lender Supplement, executed by the Borrower and the new Lender (collectively,
the Supplements); and(4)
    
    the Mortgages executed by the Borrower and the relevant trustee in connection
with each relevant New Mortgaged Property (collectively, the Real Property
Documents).




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




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




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1.
    
    The enforceability of the Loan Documents and the enforceability of any security
interests created thereby may be limited or affected by (a) bankruptcy, insolvency,
reorganization, moratorium, liquidation, fraudulent transfer, fraudulent conveyance,
preferential transfer and other similar laws (including court decisions) now or
hereafter in effect and affecting the rights and remedies of creditors generally or
providing for the relief of debtors, (b) the refusal of a particular court to grant or
judicial discretion in granting (i) equitable remedies, including, without limiting the
generality of the foregoing, specific performance and injunctive relief, or (ii) a
particular remedy sought under any of the Loan Documents as opposed to another remedy
provided for therein or another remedy available at law or in equity, and (c) general
principles of equity (regardless of whether such remedies are sought in a proceeding in
equity or at law).2.
    
    In rendering the foregoing opinions, we express no opinion as to (a) provisions
in the Loan Documents that purport (i) to waive, affect or alter rights or defenses of




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##### 



any party which, in each case, as a matter of law or equity, may not be waived,
affected or altered, or (ii) to establish evidentiary standards or characterizations in
relation to terms in the Loan Documents, (b) the legality, validity, enforceability or
binding effect of provisions of the Loan Documents prohibited by public policy or which
might require indemnification or contribution for losses or expenses caused by gross
negligence, willful misconduct, fraud or illegality of a party otherwise entitled to
indemnification or contribution, (c) provisions in the Loan Documents that provide for
the enforcement of any judgment in currency other than dollars, (d) the effect of any
provision of the Loan Documents which is intended to permit modification thereof only
by means of an agreement signed in writing by the parties thereto, or (e) provisions in
the Loan Documents that provide that any Person purchasing a participation from a
Lender or other Person may exercise set-off or similar rights with respect to such
participation or that any Lender or any other Person may exercise set-off or similar
rights other than in accordance with applicable law.3.
    
    We note that the enforceability of specific provisions of the Loan Documents
may be subject to standards of reasonableness, care and diligence and good faith
limitations and obligations such as those provided in §§1-102(3), 1-203 and 1-208 and
other provisions of the Uniform Commercial Code in effect in the State of New York,
applicable principles of common law and judicial decisions.4.
    
    We have assumed that the Lenders will enforce and perform each Loan Document in
compliance with the provisions thereof and all requirements of applicable law.5.
    
    In connection with the provisions of the Loan Documents whereby the parties
submit to the jurisdiction of the courts of the United States of America located in the
State of New York, we note the limitations of 28 U.S.C. §§1331 and 1332 on
subject matter jurisdiction of the federal courts. In connection with the
provisions of the Loan Documents which relate to forum selection of the courts of
the United States located in the Borough of Manhattan, City of New York and State of
New York (including, without limitation, any waiver of any objection to venue or any
objection that a court is an inconvenient forum), we note such courts discretion to
transfer an action from one federal court to another under 28 U.S.C. §1404(a).




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




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SIXTH AMENDMENT




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##### 



Landlord:
    
    Ernest B. AdcockTenant:
    
    Worth L. ThompsonLease and Amendments
(collectively, the
Lease):
    
    See Exhibit APremises:
    
    15 Wolf Ridge Trail, N.E.
White, Georgia 30184
  1.
    
    Landlord is the owner of the Premises and leases the same to Tenant under the terms of the
Lease. Landlord
understands that MAPCO Express, Inc. or one of its parent, subsidiary or affiliated companies
(collectively,
MAPCO) is contemplating the purchase of the convenience store on the Premises and is relying
on this
Consent in connection therewith. Landlord consents to the assignment of the Lease to MAPCO;
provided
nothing herein shall be deemed to require Landlords consent to any future assignment of the
Lease or
subletting of the Premises, unless expressly required under the Lease, as amended hereby. Upon
delivery to the
undersigned of a copy of an assignment and assumption agreement executed by Tenant and MAPCO
wherein
MAPCO assumes all obligations of Tenant from a date certain, all obligations of Lessee under
the Lease shall
terminate and Tenant shall have no further liability to Landlord. No further documentation will
be necessary to
effect such termination.2.
    
    Landlord certifies for the benefit of MAPCO (and its successors, assigns and lenders) that:
(i) Landlord is the
owner of the Premises and the landlord under the Lease; (ii) a true, accurate and complete copy
or description of
the Lease is set forth on Exhibit A, including, but not limited to, all amendments,
supplements, modifications
and extensions thereto; (iii) the Lease is in full force and effect and constitutes the entire
agreement between
Landlord and Tenant related to the Premises; (iv) the term of the Lease commenced on March 1,
2001 and, as
extended by the first (1st) of four (4) renewal terms available to Tenant under the Lease, will
expire on April 1,
2011, unless the same is further extended in accordance with the terms of the Lease; (v) the
current monthly
rent under the Lease is $3,250.00 per month and has been paid through the end of June, 2006;
(vi) neither
Landlord nor Tenant is in default under the Lease and no matter exists that with the giving of
notice, the
passage of time or both would constitute such a default; (vii) the Lease is enforceable against
Landlord in
accordance with its terms; and (viii) Landlord has not entered into or granted any mortgages,
deeds of trust,
deeds to secure debt or other liens encumbering the Premises or the Lease.3.
    
    To the extent necessary, the Lease is hereby modified to permit, without Landlords consent,
Tenant and its
successors and assigns to: (i) assign the Lease or sublet the Premises to any parent,
subsidiary or affiliated
company of Tenant, any company resulting from a merger or consolidation involving Tenant or any
company
purchasing all or more than twenty (20) stores of Tenant (and its affiliates); and (ii)
mortgage, pledge,
encumber, hypothecate or assign as security the Lease and the leasehold estate created thereby
(collectively, a
Leasehold Mortgage). Landlord agrees to promptly execute any instrument reasonably
requested by the
holder or beneficiary of a Leasehold Mortgage (the Leasehold Mortgagee) for purposes of
protecting its
interest in the Lease and the leasehold estate created thereby (the Leasehold Estate).
Without limiting the
generality of the foregoing, Landlord agrees to afford each Leasehold Mortgagee the rights and
protections set
forth on Exhibit B.
 ,
 LANDLORD:By:
    /s/ Ernest B. AdcockErnest B. Adcock -1-




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##### 



EXHIBIT B
  (i)
    
    Upon receipt of the name and address of any Leasehold Mortgagee, Landlord shall give the
Leasehold Mortgagee written notice of and an opportunity to cure any tenant default under the
Lease (a Tenant Default). Following its receipt of written notice of a Tenant Default from
Landlord, a Leasehold Mortgagee shall have 60 days to cure such Tenant Default; provided if
the Tenant Default reasonably cannot be cured within such 60 day period, the Leasehold
Mortgagee shall have such additional time as is required to cure such Tenant Default so long
as the Leasehold Mortgagee is diligently endeavoring to remedy the same, including, without
limitation, such time as is necessary to obtain possession of the Premises by foreclosure or
other means. So long as a Leasehold Mortgagee cures a Tenant Default within the periods
provided herein, Landlord shall not terminate the Lease, retake possession of the Premises or
exercise any other remedies on account of such Tenant Default.(ii)
    
    Landlord will not amend, modify or terminate the Lease without the written consent of the
Leasehold Mortgagee.(iii)
    
    If requested by the Leasehold Mortgagee, Landlord will enter into a new lease with the
Leasehold Mortgagee, following the early termination or rejection of the Lease (including,
without limitation, any termination of the lease pursuant to Section 365(a) of the Bankruptcy
Code, 11 U.S.C. §365(a), as amended, or any successor statute thereto), on terms identical to
those of the Lease for the remainder of the term thereof, with the Leasehold Mortgagee having
the benefit of all renewal or extension rights set forth in the Lease.(iv)
    
    Landlords consent shall not be required for any transfer of the Lease and the Leasehold
Estate as a result of a foreclosure (or any conveyance in lieu of foreclosure) or for any
transfer of the same by a Leasehold Mortgagee following foreclosure (or a conveyance in lieu
of foreclosure).(v)
    
    No Leasehold Mortgagee, simply by virtue of its lien on the Leasehold Estate, shall be deemed
to have assumed any of the obligations or liabilities of Tenant under the Lease. A Leasehold
Mortgagee who takes title to the Leasehold Estate or enters into a new lease with Landlord
pursuant to this agreement shall be responsible for the performance of the Tenants
obligations under the Lease or such new lease to the extent, but only to the extent, the same
first arise during and relate to the period that it is the tenant under the Lease or such new
lease, but not the period after the assignment of the Lease or the new lease, as applicable,
to any third party who assumes the tenants obligations under the same arising from and after
such assignment.
 -3-