**4. ****Application of Provision****.**Effective as of November 20, 2008, the provisions ofSection 5.16(a) shall not apply for any purpose under the Credit Agreement until February 1, 2009,on which date such provisions shall be deemed reinstated.     **5. ****Maturity of Subordinated Debt****.**No later than 10 days after the date hereof,Borrowers shall deliver to the Administrative Agent evidence reasonably satisfactory to theAdministrative Agent that the maturity date or termination date, as applicable, of all PermittedSubordinated Debt has been amended to a date no earlier than October 30, 2010 (provided that, suchamendment shall in no way affect the ability of the Borrowers to repay any Permitted SubordinatedDebt as permitted by the Subordination Agreement or Section 5.19 of the Credit Agreement, asapplicable).     **6. ****Ratification and Reaffirmation****.**Each Borrower hereby ratifies and reaffirms theObligations, each of the Loan Documents and all of such Borrower’s covenants, duties, indebtednessand liabilities under the Loan Documents, in each case as amended hereby.     **7. ****Acknowledgments and Stipulations****.**Each Borrower acknowledges and stipulates thatthe Credit Agreement and the other Loan Documents executed by Borrowers are legal, valid andbinding obligations of Borrowers that are enforceable against Borrowers in accordance with theterms thereof; all of the Obligations are owing and payable without defense, offset or counterclaim(and to the extent there exists any such defense, offset or counterclaim on the date hereof, thesame is hereby waived by each Borrower); and the security interests and liens granted by Borrowersin favor of Administrative Agent, for the benefit of itself and Lenders, are duly perfected, firstpriority security interests and liens to the extent provided therein.     **8. ****Representations and Warranties****.**Each Borrower represents and warrants to Agentsand Lenders, to induce Agents and Lenders to enter into this Amendment, that (a) after givingeffect to this Amendment, no Default or Event of Default exists on the date hereof; (b) theexecution, delivery and performance of this Amendment have been duly authorized by all requisitecompany action on the part of each Borrower and this Amendment has been duly executed and deliveredby each Borrower; and (c) all of the representations and warranties made by Borrowers in the CreditAgreement are true and correct, in all material respects, on and as of the date hereof, exceptthose representations and warranties made as of a specific date in which such case suchrepresentations and warranties were true and correct as of such date.     **9. ****Reference to Credit Agreement****.**Upon the effectiveness of this Amendment, eachreference in the Credit Agreement to “this Agreement,” “hereunder,” or words of like import shallmean and be a reference to the Credit Agreement, as amended by this Amendment.     **10. ****Breach of Amendment****.**This Amendment shall be part of the Credit Agreement and abreach of any representation, warranty or covenant herein shall constitute an Event of Default(following the expiration of any applicable cure period).     **11. ****Conditions Precedent****.**The effectiveness of the provisions contained in thisAmendment are subject to the satisfaction of each of the following conditions precedent, in formand substance reasonably satisfactory to the Administrative Agent:     (a) the Administrative Agent shall have received this Amendment duly executed by the parties;and     (b) the Administrative Agent shall have received amounts payable under a fee letter dated onor about the date hereof and the amendment fee referenced in Section 12 of this Amendment;     (c) the Administrative Agent shall have received from Borrowers such other agreements,assurances, financing statements or other documents as the Administrative Agent may reasonablyrequest in connection with the subject matter of this Amendment.     **12. ****Amendment Fee****.**In consideration of the Agents’ and Lenders’ willingness to enterinto this Amendment, Borrowers agree to pay to the Administrative Agent for the ratable benefit ofeach Lender which
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executes this Amendment an amendment fee in an amount equal to .10% of the amount of theRevolving Commitment of each such Lender.     **13. ****Expenses of the Administrative Agent**. Borrowers agree to pay all costs andexpenses incurred by the Administrative Agent in connection with the preparation, negotiation andexecution of this Amendment and any other Loan Documents executed pursuant hereto and any and allamendments, modifications, and supplements thereto, including, without limitation, the reasonablecosts and fees of Agent’s legal counsel and any taxes or expenses associated with or incurred inconnection with any instrument or agreement referred to herein or contemplated hereby.     **14. ****Miscellaneous****.**This Amendment shall be effective upon acceptance by theAdministrative Agent and Lenders, whereupon the same shall be governed by and construed inaccordance with the internal laws of the State of Georgia. This Amendment shall be binding uponand inure to the benefit of the parties hereto and their respective successors and assigns. ThisAmendment may be executed in any number of counterparts and by different parties to this Amendmenton separate counterparts, each of which, when so executed, shall be deemed an original, but allsuch counterparts shall constitute one and the same agreement. Any signature delivered by a partyby facsimile transmission shall be deemed to be an original signature hereto. Section titles andreferences used in this Amendment shall be without substantive meaning or content of any kindwhatsoever and are not a part of the agreements among the parties hereto.     **15. ****No Novation, etc.** Except as otherwise expressly provided in this Amendment,nothing herein shall be deemed to amend or modify any provision of the Credit Agreement or any ofthe other Loan Documents, each of which shall remain in full force and effect. This Amendment isnot intended to be, nor shall it be construed to create, a novation or accord and satisfaction, andthe Credit Agreement as herein modified shall continue in full force and effect.     **16. ****Further Assurances****.**Each Borrower agrees to take such further actions as theAdministrative Agent shall reasonably request from time to time in connection herewith to evidenceor give effect to the amendments set forth herein or any of the transactions contemplated hereby.     **17. ****Waiver of Jury Trial****. To the fullest extent permitted by applicable law, theparties hereto each hereby waives the right to trial by jury in any action, suit, counterclaim orproceeding arising out of or related to this Amendment**.*[Remainder of page intentionally left blank; signatures on the following page]*
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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed underseal and delivered by their respective duly authorized officers on the date first written above.       **DELEK REFINING, LTD.**