SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

dated as of October 13, 2006

among

DELEK REFINING, LTD.,

DELEK PIPELINE TEXAS, INC. ,
as Borrowers

THE LENDERS FROM TIME TO TIME PARTY HERETO

THE CIT GROUP/BUSINESS CREDIT, INC. and
NATIONAL CITY BUSINESS CREDIT, INC. ,
as Co-Documentation Agents

BANK OF AMERICA, N.A. and
PNC BANK, NATIONAL ASSOCIATION ,
as Co-Syndication Agents

and

SUNTRUST BANK,
as Collateral and Administrative Agent

SUNTRUST CAPITAL MARKETS, INC.,
as Sole Lead Arranger and Book Manager

TABLE OF CONTENTS

SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

           THIS SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “ Agreement ”) is made and entered into as of October 13, 2006, by and among, DELEK REFINING, LTD. (individually and, in its capacity as the representative of the other Borrowers pursuant to Section 2.27 hereof, “ Delek Refining ”), a Texas limited partnership; and DELEK PIPELINE TEXAS, INC. (“ Delek Pipeline ”), a Texas corporation; (Delek Refining and Delek Pipeline being referred to jointly as the “ Borrowers ,” and individually as a “ Borrower ”), the several banks and other financial institutions and lenders from time to time party hereto (the “ Lenders ”), SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “ Administrative Agent ”), as issuing bank (the “ Issuing Bank ”), as swingline lender (the “ Swingline Lender ”), and as collateral agent for the Lenders (the “ Collateral Agent ”), THE CIT GROUP/BUSINESS CREDIT, INC. and NATIONAL CITY BUSINESS CREDIT, INC., in their capacities as co-documentation agents (each in such capacity, the “Co-Documentation Agents”), and BANK OF AMERICA, N.A. and PNC BANK, NATIONAL ASSOCIATION, in their capacities as co-syndication agents (each in such capacity, the “Co-Syndication Agents”). Capitalized terms used in this Agreement have the meanings assigned to them in Article I hereof.

W I T N E S S E T H:

          WHEREAS, the Borrowers, the Agents, certain financial institutions (“Existing Lenders”), and the other parties named therein are parties to a certain Amended and Restated Revolving Credit Agreement dated May 2, 2005 (as at any time amended, modified, supplemented or restated, the “Existing Credit Agreement”), pursuant to which Existing Lenders made certain revolving credit loans, letters of credit, and other financial accommodations to the Borrowers in an amount not exceeding $250,000,000;

          WHEREAS, the Borrowers have requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Borrowers and the other Loan Parties pursuant to the terms hereof, and the Lenders (including the Existing Lenders that are parties hereto) have agreed, subject to the terms of this Agreement, to amend and restate the Existing Credit Agreement in its entirety to read as set forth herein, and it has been agreed by the parties hereto that (a) the commitments which the Existing Lenders that are parties hereto extended to the Borrowers under the Existing Credit Agreement and the commitments of new Lenders that become parties hereto shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement and (b) the Loans and other Obligations outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained herein;

          WHEREAS, all existing Obligations are and shall continue to be (and all Obligations incurred pursuant hereto shall be) secured by, among other things, the Security Documents and the other Loan Documents and shall be guaranteed pursuant to the Subsidiary/Delek Land Guaranty Agreement and the Parent Guaranty Agreement, and

          NOW, THEREFORE, the parties hereto hereby agree to amend and restate the Existing Credit Agreement and the Existing Credit Agreement is hereby amended and restated, in its entirety as follows:

ARTICLE I

DEFINITIONS; CONSTRUCTION

                     Section 1.1 Definitions. In addition to the other terms defined herein, the following terms used herein shall have the meanings herein specified (to be equally applicable to both the singular and plural forms of the terms defined):

          “ Account Debtor ” shall mean any Person who is obligated to make payments under an Account.

          “ Accounts ” shall mean all accounts, contract rights, chattel paper, instruments, drafts, acceptances and documents of a Borrower arising from the sale or lease of goods or the provision of services by a Borrower in the ordinary course of its business, whether secured or unsecured, and whether now existing or hereafter created or arising, and “Account” shall mean any one of the foregoing.

          “ Accounts Formula Amount ” shall mean, on any date of determination thereof, an amount equal to the sum of (i) 85% of the net amount of Eligible Accounts on such date, plus (ii) 100% of LC Backed Accounts. As used herein, the phrase “net amount of Eligible Accounts” shall mean the face amount of such Accounts on any date less any and all returns, rebates, discounts (which may, at the Collateral Agent’s option, be calculated on shortest terms), credits, allowances or Taxes (including sales, excise or other taxes) at any time issued, owing, claimed by Account Debtors, granted, outstanding or payable in connection with, or any interest accrued on the amount of, such Accounts at such date.

          “ Acquisition ” shall mean the acquisition of certain assets of Seller as contemplated by the terms of the Acquisition Documents.

          “ Acquisition Documents ” shall mean any and all agreements and other documents relating to the Acquisition, including, without limitation, the Asset Purchase Agreement.

          “ Additional Subordinated Indebtedness ” shall mean Indebtedness of the Borrowers owing to the Subordinate Creditor (as defined in the Subordination Agreement) which (i) is evidenced by the Subordinated Note, (ii) constitutes additional funds borrowed by the Borrowers from the Subordinate Creditor after the Closing Date which are payable on terms and conditions substantially similar to those applying to the Indebtedness evidenced by the Subordinated Note, as amended, (iii) constitutes Subordinate Debt under (and as defined in) the Subordination Agreement, and (iv) is timely reflected in financial statements delivered by the Borrowers to the Agents pursuant to Section 5.1 .

          “ Adjusted LIBO Rate ” shall mean, with respect to each Interest Period for a Eurodollar Borrowing, the rate per annum obtained by dividing (i) LIBOR for such Interest Period by (ii) a percentage equal to 1.00 minus the Eurodollar Reserve Percentage.

          “ Administrative Questionnaire ” shall mean, with respect to each Lender, an administrative questionnaire in the form prepared by the Administrative Agent and submitted to the Administrative Agent duly completed by such Lender.

          “ Affiliate ” shall mean, as to any Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person. For the purposes of this definition, “Control” shall mean the power, directly or indirectly, either to (i) vote 10% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of a Person or (ii) direct or cause the direction of the management and policies of a Person, whether through the ability to exercise voting power, by control or otherwise. The terms “Controlling”, “Controlled b y ”, and “under common Control with” have the meanings correlative thereto.

          “ Agent Advances ” has the meaning set forth in Section 2.5 hereof.

          “ Agent Banks ” means the Administrative Agent, the Collateral Agent, the Co-Documentation Agents and the Co-Syndication Agents.

          “ Agents ” means the Administrative Agent and the Collateral Agent, and “ Agent ” means any one of them.

          “ Aggregate Revolving Commitment Amount ” shall mean the aggregate principal amount of the Aggregate Revolving Commitments from time to time. On the Closing Date, the Aggregate Revolving Commitment Amount equals $300,000,000.

          “ Aggregate Revolving Commitments ” shall mean, collectively, all Revolving Commitments of all Lenders at any time outstanding.

          “ Applicable Lending Office ” shall mean, for each Lender and for each Type of Loan, the “Lending Office” of such Lender (or an Affiliate of such Lender) designated for such Type of Loan in the Administrative Questionnaire submitted by such Lender or such other office of such Lender (or an Affiliate of such Lender) as such Lender may from time to time specify to the Administrative Agent and the Borrowers as the office by which its Loans of such Type are to be made and maintained.

          “ Applicable Margin ” shall mean, as of any date, with respect to interest on all Revolving Loans outstanding on any date or the letter of credit fee, as the case may be, a percentage per annum determined by reference to the applicable Average Availability from time to time in effect as set forth on Schedule I ; provided , that a change in the Applicable Margin resulting from a change in the Average Availability shall be effective on the second Business Day after which the Agents shall have received all Borrowing Base Certificates required by Section 5.9 for the applicable quarterly period; provided further , that if the Agents have not received such Borrowing Base Certificates for any applicable quarterly period by the dates such Borrowing Base Certificates are required to be delivered under this Agreement, the Applicable Margin shall be at Level IV as set forth on Schedule I until such time as such Borrowing Base Certificates are delivered, at which time the Applicable Margin shall be determined as provided above.

          “ Applicable Percentage ” shall mean, as of any date, with respect to the commitment fee as of any date, the percentage per annum determined by reference to the applicable Average Availability in effect on such date as set forth on Schedule I ; provided , that a change in the Applicable Percentage resulting from a change in the Average Availability shall be

effective on the second Business Day after the Agents shall have received all Borrowing Base Certificates required by Section 5.9 for the applicable quarterly period; provided further , that if the Agents shall not have received such Borrowing Base Certificates for any applicable quarterly period by the dates such Borrowing Base Certificates are required to be delivered under this Agreement, the Applicable Percentage shall be at Level IV as set forth on Schedule I until such time as such Borrowing Base Certificates are delivered, at which time the Applicable Percentage shall be determined as provided above.

          “ Approved Electronic Communications ” shall mean each notice, demand, communication, information, document and other material that any Loan Party is obligated to, or otherwise chooses to, provide to the Administrative Agent pursuant to any Loan Document or the transactions contemplated therein, including any financial statement or and other financial report, Borrowing Base Certificate, notice, request, certificate and other information or material; provided, however, that, “Approved Electronic Communication” shall exclude (i) all Notices of Borrowing, any request for a Letter of Credit, any Notice of Conversion/Continuation, and any other notice, demand, communication, information, document and other material relating to a request for a new, or a conversion of an existing, Borrowing, (ii) any notice pursuant to Sections 2.9, 2.12 or 2.13 and any other notice relating to the payment of any principal or other amount due under any Loan Document prior to the scheduled date therefor, (iii) all notices of any Default or Event of Default and (iv) any notice, demand, communication, information, document and other material required to be delivered to satisfy any of the conditions set forth in Article III or any other condition to any Borrowing or other extension of credit hereunder or any condition precedent to the effectiveness of this Agreement.

          “ Approved Fund ” shall mean any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers or manages a Lender.

          “ Asset Purchase Agreement ” shall mean that certain Refinery Purchase and Sale Agreement, dated as of March 14, 2005, as amended April 29, 2005, among the Borrowers, and Delek Land, as purchasers, and the Seller, as seller.

          “ Assignment and Acceptance ” shall mean an assignment and acceptance entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 10.4(b) ) and accepted by the Administrative Agent, in the form of Exhibit E attached hereto or any other form approved by the Administrative Agent.

          “ Availability ” shall mean on any determination date, an amount equal to (a) (i) the Accounts Formula Amount on such date, plus (ii) the Inventory Formula Amount on such date, plus (iii) 100% of Eligible Cash Collateral on such date, plus (iv) 100% of Paid but Unexpired Standby Letters of Credit on such date, minus (v) the Availability Reserve on such date, minus (b) the aggregate amount of the outstanding Loans on such date. If the amount of the Loans outstanding under clause (b) is equal to or greater than the amounts under clause (a), Availability shall be deemed to be zero.

          “ Availability Block ” shall mean the amount of $15,000,000.

          “ Availability Period ” shall mean the period from the Closing Date to the Revolving Commitment Termination Date.

          “ Availability Reserve ” shall mean on any date of determination thereof, an amount equal to the sum of the following (without duplication): (i) three (3) months rental payments, storage charges or throughput fees or other similar charges (net of cash deposits securing such obligations, as evidenced to the reasonable satisfaction of the Agents from time to time) owing at such time by a Borrower in respect of Petroleum Inventory in pipelines, storage tanks or carriers, or owned by any Person other than a Borrower, for which the Administrative Agent has not received a Landlord Waiver or Bailee’s Letter (as applicable) from the landlord or owner of such property, provided that any of the foregoing amounts shall be adjusted from time to time hereafter upon (x) delivery to the Agents of any such acceptable waiver, (y) the opening or closing of a Collateral location and/or (z) any change in the amount of rental, storage or processor payments or similar charges; (ii) any amounts which any Loan Party is obligated to pay pursuant to the provisions of any of the Loan Documents that Administrative Agent or any Lender elects to pay for the account of such Loan Party in accordance with authority contained in any of the Loan Documents; (iii) the LC Exposure; (iv) all customer deposits or other prepayments held by Borrowers; (v) any post-closing adjustments that may be owing by Borrowers to Seller under an Acquisition Document; (vi) the aggregate amount of all liabilities and obligations that are secured by Liens upon any of the Collateral that are senior in priority to Administrative Agent’s Liens if such Liens are not Permitted Liens (provided that the imposition of a reserve hereunder on account of such Liens shall not be deemed a waiver of the Event of Default that arises from the existence of such Liens) or are Permitted Liens; (vii) the Availability Block; (viii) for so long as the Mapco Reserve Conditions exist, the Mapco Reserve; (ix) un-collateralized wellhead or first producer taxes or charges or state excise tax liabilities that are or may be secured by a Lien or claim (including a right of subrogation) that is prior to the Lien of the Administrative Agent, as determined by the Administrative Agent from time to time in its reasonable discretion; (x) the aggregate Net Mark-to-Market Exposure as of any applicable date; (xi) the Eligibility Reserve; and (xii) for so long as an Event of Default exists, such additional reserves, in such amounts and with respect to such matters, as the Agents in their discretion may elect to impose from time to time.

          “ Availability Support Trigger Date ” shall mean a date occurring prior to October 29, 2006, preceding which the Borrowers had Availability of less than $2,000,000 for five (5) consecutive Business Days.

          “ Average Availability ” shall mean for any quarterly period, an amount equal to the sum of the actual amount of Availability on each day or week, as applicable (and in the case of any week, pro-rated accordingly), during such quarter, as determined by the Collateral Agent, divided by the number of days or weeks (as so pro-rated), as applicable, in such quarter.

          “ Bailee’s Letter ” means a letter in form and substance reasonably acceptable to the Administrative Agent and executed by any Person (other than a Borrower) that is in possession of Inventory on behalf of a Borrower pursuant to which such Person acknowledges, among other things, the Administrative Agent’s Lien with respect thereto.

          “ Bank Products ” shall mean any one or more of the following types of products, services or facilities extended to any Borrower by an Agent Bank or any Affiliate of an Agent Bank: (i) credit cards; (ii) merchant card services; (iii) products or services under Cash Management Agreements; (iv) Hedging Transactions; and (v) such other banking products or services provided by an Agent Bank or any Affiliate of an Agent Bank as may be requested by any Borrower (on behalf of itself or their Subsidiaries ) other than Letters of Credit.

          “ Banking Relationship Debt ” shall mean Debt or other obligations of a Borrower (i) to an Agent Bank (or any Affiliate of an Agent Bank) arising out of or relating to Bank Products or (ii) to an Agent Bank in connection with its having provided any guaranty or indemnity on behalf of a Borrower with respect to any Bank Products.

          “ Bankruptcy Code ” shall mean the United States Bankruptcy Code (11 U.S.C. Section 101 et seq .), as now or hereafter amended, and any successor statute.

          “ Base Rate ” shall mean the higher of (i) the per annum rate which the Administrative Agent publicly announces from time to time to be its prime lending rate, as in effect from time to time, and (ii) the Federal Funds Rate, as in effect from time to time, plus one-half of one percent (0.50%). The Administrative Agent’s prime lending rate is a reference rate and does not necessarily represent the lowest or best rate charged to customers. The Administrative Agent may make commercial loans or other loans at rates of interest at, above or below the Administrative Agent’s prime lending rate. Each change in the Administrative Agent’s prime lending rate shall be effective from and including the date such change is publicly announced as being effective.

          “ Borrower Agent ” shall have the meaning given to such term in Section 2.27 hereof.

          “ Borrowing ” shall mean a borrowing consisting of (i) Loans of the same Class and Type, made, converted or continued on the same date and in the case of Eurodollar Loans, as to which a single Interest Period is in effect, or (ii) a Swingline Loan.

          “ Borrowing Base ” shall mean on any date of determination thereof, an amount equal to the lesser of: (a) the aggregate amount of the Revolving Commitments on such date minus the LC Exposure on such date, or (b) an amount equal to (i) the sum of the Accounts Formula Amount, plus the Inventory Formula Amount on such date, plus 100% of Eligible Cash Collateral, plus 100% of Paid but Unexpired Standby Letters of Credit, minus (ii) the Availability Reserve on such date.

          “ Borrowing Base Certificate ” shall mean a certificate, substantially in the form attached hereto as Exhibit H , by which the Borrowers shall certify to each Agent and the Lenders, with such frequency as provided in Section 5.9 hereof, the amount of the Borrowing Base as of the date of the certificate (which date shall be not more than two (2) Business Days earlier than the date of submission of such certificate to Collateral Agent) and the calculation of such amount.

          “ Business Day ” shall mean (i) any day other than a Saturday, Sunday or other day on which commercial banks in Atlanta, Georgia are authorized or required by law to close and

(ii) if such day relates to a Borrowing of, a payment or prepayment of principal or interest on, a conversion of or into, or an Interest Period for, a Eurodollar Loan or a notice with respect to any of the foregoing, any day on which dealings in Dollars are carried on in the London interbank market.

          “ Capital Expenditures ” shall mean for any period, without duplication, (i) the additions to property, plant and equipment and other capital expenditures of the Borrowers and their Subsidiaries that are (or would be) set forth on a consolidated statement of cash flows of the Borrowers for such period prepared in accordance with GAAP and (ii) Capital Lease Obligations incurred by the Borrowers and their Subsidiaries during such period.

          “ Capital Lease Obligations ” of any Person shall mean all obligations of such Person to pay rent or other amounts under any lease (or other arrangement conveying the right to use) of real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

          “ Capital Stock ” shall mean any non-redeemable capital stock (or in the case of a partnership or limited liability company, the partners’ or members’ equivalent equity interest) of the Borrowers or any of their Subsidiaries (to the extent issued to a Person other than the Borrower), whether common or preferred.

          “ Cash Collateral ” shall mean cash, and any interest or other income earned thereon, that is deposited with Administrative Agent in accordance with the Agreement for the ratable benefit of Lenders to cash collateralize any of the Obligations.

          “ Cash Collateral Account ” shall mean a demand deposit, money market or other account established by the Administrative Agent at SunTrust or a Lender other than SunTrust, which account shall be under the control of the Administrative Agent and subject to the Administrative Agent’s Liens for the benefit of the Lenders pursuant to a Deposit Account Control Agreement.

          “ Cash Management Agreements ” shall mean any agreement entered into from time to time between any Borrower or any of their Subsidiaries , on the one hand, and SunTrust or any of its Affiliates or any other banking or financial institution, on the other, in connection with cash management services for operating, collections, payroll and trust accounts of such Borrowers or their Subsidiaries provided by such banking or financial institution, including automatic clearinghouse services, controlled disbursement services, electronic funds transfer services, information reporting services, lockbox services, stop payment services, investment account services and wire transfer services.

          “ Change in Control ” shall mean the occurrence of one or more of the following events: (i) any sale, lease, exchange or other transfer (in a single transaction or a series of related transactions) of all or substantially all of the assets of a Borrower to any Person or “group” (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder in effect on the date hereof), (ii) the acquisition of ownership,

directly or indirectly, beneficially or of record, by any Person or “group” (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof) of 40 % or more of the outstanding shares of the voting stock of a Borrower except to a Person or Persons that is an Affiliate of Holdings, or (iii) occupation of a majority of the seats (other than vacant seats) on the board of directors of a Borrower by Persons who were neither (a) nominated by the current board of directors nor (b) appointed by directors so nominated, nor (c) nominated by Holdings or an Affiliate of Holdings.

          “ Change in Law ” shall mean (i) the adoption of any applicable law, rule or regulation after the date of this Agreement, (ii) any change in any applicable law, rule or regulation, or any change in the interpretation or application thereof, by any Governmental Authority after the date of this Agreement, or (iii) compliance by any Lender (or its Applicable Lending Office) or the Issuing Bank (or for purposes of Section 2.19(b ), by such Lender’s or the Issuing Bank’s parent corporation, if applicable) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.

          “ Chattel Paper ” shall have the meaning given to the term in the Security Agreement.

          “ Class ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans or Swingline Loans and when used in reference to any Commitment, refers to whether such Commitment is a Revolving Commitment or a Swingline Commitment.

          “ Closing Date ” shall mean the date of this Agreement.

          “ Code ” shall mean the Internal Revenue Code of 1986, as amended and in effect from time to time.

          “ Collateral ” shall mean all property pledged as collateral security for the Obligations pursuant to the Security Documents (other than UCC-1 financing statements) or otherwise, of Holdings, the Parent, GP, Delek Land, the Borrowers or their Subsidiaries that is now or hereafter in the possession or control of an Agent, the Issuing Bank or any Lender or on which the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender has been granted a Lien.

          “ Commitment ” shall mean a Revolving Commitment or a Swingline Commitment or any combination thereof (as the context shall permit or require).

          “ Compliance Certificate ” shall mean a certificate from a Responsible Officer of the Borrowers in the form of, and containing the certifications set forth in, the certificate attached hereto as Exhibit 5.1(d) .

          “ Conditions to Dividends ” shall mean (i) no Default or Event of Default exists or would exist after giving effect to any proposed dividend or distribution, (ii) trade payables of the Borrowers are current or are being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been set aside on the Borrowers’ books, (iii) immediately

after making any dividend or distribution the Borrowers shall have not less than $10,000,000 of Availability, and (iv) the Borrowers’ have or would have a Fixed Charge Coverage Ratio of 1.20:1.00 or more for the period of four (4) Fiscal Quarters ending on any proposed date for the payment of such dividend or distribution as reflected in the Compliance Certificate issued by the Borrowers to the Administrative Agent in respect of such period. Solely for purposes of calculating such Fixed Charge Coverage Ratio under this definition, (A) the amount of Capital Expenditures for each applicable measurement period shall be deemed to be the greater of (y) the Borrowers’ actual Capital Expenditures during such measurement period or (z) the Borrowers’ projected Capital Expenditures for such measurement period as most recently submitted to Administrative Agent prior to the Original Closing Date, and (B) any such proposed payment of a dividend or distribution shall be included as an additional Fixed Charge for purposes of satisfying the Fixed Charge Coverage Ratio for any applicable measurement period.

          “ Consolidated EBITDA ” shall mean, for the Borrowers and their Subsidiaries for any period, an amount equal to the sum of (i) Consolidated Net Income for such period plus (ii) to the extent deducted in determining Consolidated Net Income for such period, (A) Consolidated Interest Expense, (B) income tax expense determined on a consolidated basis in accordance with GAAP, (C) depreciation and amortization determined on a consolidated basis in accordance with GAAP, and (D) all other non-cash charges acceptable to the Administrative Agent, determined on a consolidated basis in accordance with GAAP, in each case for such period.

          “ Consolidated Fixed Charges ” shall mean, for the Borrowers and their Subsidiaries for any period, the sum (without duplication) of (i) Consolidated Interest Expense for such period, (ii) the principal payments made on Consolidated Total Debt during such period, (iii) Restricted Payments paid during such period and (iv) Consolidated Lease Expense for such period.

          “ Consolidated Interest Expense ” shall mean, for the Borrowers and their Subsidiaries for any period determined on a consolidated basis in accordance with GAAP, the sum of (i) total interest expense, including without limitation the interest component of any payments in respect of Capital Lease Obligations capitalized or expensed during such period (whether or not actually paid during such period) plus (ii) the net amount payable (or minus the net amount receivable) under Hedging Agreements during such period (whether or not actually paid or received during such period).

          “ Consolidated Lease Expense ” shall mean, for the Borrowers and their Subsidiaries for any period, the aggregate amount of fixed and contingent rentals payable with respect to leases of real and personal property (excluding Capital Lease Obligations) determined on a consolidated basis in accordance with GAAP for such period.

          “ Consolidated Net Income ” shall mean, for the Borrowers and their Subsidiaries for any period, the net income (or loss) of the Borrowers and their Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, but excluding therefrom (to the extent otherwise included therein) (i) any extraordinary gains or losses, (ii) any gains attributable to write-ups of assets, (iii) any equity interest of the Borrowers or any Subsidiary of the Borrowers in the unremitted earnings of any Person that is not a Subsidiary and (iv) any income

(or loss) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with the Borrowers or any Subsidiary on the date that such Person’s assets are acquired by the Borrowers or any Subsidiary.

          “ Consolidated Total Debt ” shall mean, as of any date, all Indebtedness of the Borrowers and their Subsidiaries measured on a consolidated basis as of such date, but excluding Indebtedness of the type described in subsection (xi) of the definition thereto and the Obligations.

          “ Contractual Obligation ” of any Person shall mean any provision of any security issued by such Person or of any agreement, instrument or undertaking under which such Person is obligated or by which it or any of the property in which it has an interest is bound.

          “ Default ” shall mean any condition or event that, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

          “ Default Interest ” shall have the meaning set forth in Section 2.14(c ).

          “ Delek Finance ” shall mean Delek Finance, Inc., a Delaware corporation.

          “ Delek Marketing ” shall mean Delek Marketing & Supply, LP, a Delaware limited partnership.

          “ Delek Land ” shall mean Delek Land Texas, Inc., a Texas corporation.

          “ Delek Land Negative Pledge ” shall mean the Negative Pledge Agreement, dated the Original Closing Date, between Delek Land and the Administrative Agent.

          “ Delek US Holdings ” shall mean Delek US Holdings, Inc., a Delaware corporation.

          “ Deposit Account Control Agreement ” shall mean a Deposit Account Control Agreement which is to be executed by each depository institution of a Borrower in favor of the Administrative Agent for itself and the ratable benefit of the Lenders, as security for the Obligations, in form and substance reasonably acceptable to the Administrative Agent.

          “ Document ” shall have the meaning given to the term in the Security Agreement.

          “ Documentary Letter of Credit ” shall mean any Letter of Credit that is drawable upon presentation of documents evidencing the sale or shipment of goods purchased by a Borrower in the Ordinary Course of Business.

          “ Dollar(s) ” and the sign “$” shall mean lawful money of the United States of America.

          “ Dominion Account ” shall mean a special account of the Administrative Agent established by Borrowers at SunTrust, and over which the Administrative Agent shall have sole and exclusive access and control for withdrawal purposes.

          “ Eligibility Reserves ” means, effective as of two Business Days after the date of written notice of any determination thereof to the Borrowers by the Collateral Agent, such amounts as the Collateral Agent (in its sole discretion exercised reasonably and in accordance with its customary business practices for comparable asset based transactions), may from time to time establish against the gross amounts of Eligible Accounts, Eligible Petroleum Inventory, Eligible Petroleum Inventory-Not-Received, Paid but Unexpired Letters of Credit, Eligible Cash Collateral and Eligible Positive Exchange Agreement Balances to reflect risks or contingencies that may affect any one or more class of such items and that have not already been taken into account in the calculation of the Borrowing Base set forth in the Borrowing Base Certificate most recently provided by the Borrowers at such time pursuant to this Agreement.

          “ Eligible Account ” shall mean an Account which arises in the Ordinary Course of Business of a Borrower from the sale of goods , is payable in Dollars, is subject to the Administrative Agent’s duly perfected Lien, and is deemed by the Agents, in their reasonable credit judgment, to be an Eligible Account. Without limiting the generality of the foregoing, no Account shall be an Eligible Account if: (i) it arises out of a sale made by a Borrower to a Subsidiary or an Affiliate of a Borrower, or a Person controlled by an Affiliate of a Borrower; (ii) it is unpaid for more than 60 days after the original due date shown on the invoice; (iii) it is due or unpaid more than 90 days after the original invoice date; (iv) 50% or more of the Accounts from the Account Debtor are not deemed Eligible Accounts hereunder; (v) the total unpaid Accounts of the Account Debtor exceed 20% of the aggregate amount of all Eligible Accounts, to the extent of such excess; (vi) any covenant, representation or warranty contained Section 4.17 of this Agreement with respect to such Account is inaccurate, untrue or has been breached; (vii) the Account Debtor is also such Borrower’s creditor or supplier, or the Account Debtor has disputed liability with respect to such Account, or the Account Debtor has made any claim with respect to any other Account due from such Account Debtor to such Borrower, or the Account otherwise is or may become subject to any right of setoff, counterclaim, recoupment, reserve, defense or chargeback, provided that, the Accounts of such Account Debtor shall be ineligible only to the extent of such dispute or right of offset, counterclaim, recoupment, reserve, defense or chargeback; (viii) an Insolvency Proceeding has been commenced by or against the Account Debtor or the Account Debtor has failed, suspended or ceased doing business; (ix) the Account Debtor is not or has ceased to be Solvent; (x) it arises from a sale to an Account Debtor that is organized under the laws of any jurisdiction outside of the United States or that has its principal office, assets or place of business outside the United States; (xi) it arises from a sale to the Account Debtor on a bill-and-hold, guaranteed sale, sale-or-return, sale-on-approval, consignment or any other repurchase or return basis; (xii) the Account Debtor is the United States of America or any department, agency or instrumentality thereof with respect to Accounts in an aggregate face amount exceeding $10,000,000, unless the applicable Borrower is not prohibited from assigning the Account and does assign its right to payment of such Account to Administrative Agent, in a manner satisfactory to Administrative Agent, so as to comply with the Assignment of Claims Act of 1940 (31 U.S.C. §3727 and 41 U.S.C. §15), or is a state, county or municipality, or a political subdivision or agency thereof and applicable law disallows or restricts an assignment of Accounts on which it is the Account Debtor; (xiii) the Account Debtor is located in any state which imposes conditions on the right of a creditor to collect accounts receivable unless the applicable Borrower has either qualified to transact business in such state as a foreign entity or filed a Notice of Business Activities Report or other required report with the appropriate officials in those states for the then current year; (xiv) the Account Debtor is located

in a state in which such Borrower is deemed to be doing business under the laws of such state and which denies creditors access to its courts in the absence of qualification to transact business in such state or of the filing of any reports with such state, unless such Borrower has qualified as a foreign entity authorized to transact business in such state or has filed all required reports; (xv) the Account is subject to a Lien other than a Permitted Lien; (xvi) the goods giving rise to such Account have not been delivered to and accepted by the Account Debtor or the Account otherwise does not represent a final sale; (xvii) the Account is evidenced by Chattel Paper or an Instrument of any kind, or has been reduced to judgment; (xviii) the Account represents a progress billing or a retainage or arises from a sale on a cash-on-delivery basis; (xix) such Borrower or Delek Marketing has made any agreement with the Account Debtor for any deduction therefrom, except for discounts or allowances which are made in the Ordinary Course of Business for prompt payment and which discounts or allowances are reflected in the calculation of the face value of each invoice related to such Account; (xx) such Borrower or Delek Marketing has made an agreement with the Account Debtor to extend the time of payment thereof beyond payment and due dates provided in clauses (ii) and (iii) above; (xxi) the Account represents, in whole or in part, a billing for interest, fees or late charges, provided that such Account shall be ineligible only to the extent of the amount of such billing; (xxii) the Account Debtor has made a partial payment with respect to such Account; (xxiii) it arises from the sale of Inventory that is not Eligible Petroleum Inventory pursuant to clause (ii) of the definition of “Eligible Petroleum Inventory”; (xxiv) it arises from a retail sale of Inventory to a Person who is purchasing the same primarily for personal, family or household purposes; (xxv) the Account is a LC Backed Account; or (xxvi) Delek Marketing (or any Person claiming through Delek Marketing) fails or declines for any reason to timely remit collections with respect to the Account to Borrowers pursuant to the terms of the Marketing Agreement, without regard as to whether payment on such Account is then due. No Account shall cease to be an Eligible Account solely by reason of the fact that Delek Marketing has provided marketing and sales services with respect to such Account pursuant to the terms of the Marketing Agreement.

          “ Eligible Assignee ” shall mean (i) a Lender; (ii) an Affiliate of a Lender; (iii) an Approved Fund; and (iv) any other commercial bank, finance company, insurance company or other financial institution approved by the Administrative Agent, the Issuing Bank, and unless an Event of Default has occurred and is continuing, the Borrower Agent (each such approval not to be unreasonably withheld or delayed). If the consent of the Borrower Agent to an assignment or to an Eligible Assignee is required hereunder (including a consent to an assignment which does not meet the minimum assignment thresholds specified in paragraph (b) of Section 10.4 ), the Borrower Agent shall be deemed to have given its consent five Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the Borrower Agent, unless such consent is expressly refused by the Borrower Agent prior to such fifth Business Day.

          “ Eligible Carrier ” shall mean any of the carriers and pipeline companies listed on Schedule III (Eligible Carriers) or otherwise approved from time to time by the Agents in their reasonable discretion.

          “ Eligible Cash Collateral ” shall mean any and all cash and Permitted Investments of the Borrowers which are held in Permitted Cash Collateral Accounts under the control of the Administrative Agent pursuant to Section 5.6(g) ; provided that Eligible Cash Collateral shall not

include on any date of determination the amount by which (i) the average daily balance for the preceding thirty days in Permitted Cash Collateral Accounts maintained with Lenders other than SunTrust, exceeds (ii) the average daily balance for such period in Permitted Cash Collateral Accounts maintained at SunTrust, in each case measured as of the date of the most recently delivered Borrowing Base Certificate for the period of thirty days then ending.

          “ Eligible Petroleum Inventory ” shall mean Petroleum Inventory which is owned by a Borrower (other than packaging or shipping materials, labels, samples, display items, bags, replacement parts and manufacturing supplies) and which the Agents, in their reasonable credit judgment, deem to be Eligible Petroleum Inventory. Without limiting the generality of the foregoing, no Petroleum Inventory shall be Eligible Petroleum Inventory unless:

     (a) it is subject to a valid, first priority perfected Lien in favor of the Administrative Agent as security for the Obligations and (i) is located at a location owned or leased by a Borrower, or (ii) has been delivered to an Eligible Carrier;

     (b) is in good saleable condition, is not deteriorating in quality and is not obsolete, and is of a quality which (in the locations where sold by the Borrowers) is marketable at prevailing market prices for such products and meets all applicable governmental regulations and standards at the place of intended sale;

     (c) is owned by a Borrower or, in the case of Inventory described in clause (ii) of paragraph (a) above, a Borrower has the absolute and unconditional right to obtain such Inventory (or Inventory equivalent to such Inventory) from an Eligible Carrier, in each case, free and clear of any and all Liens whatsoever, other than those in favor of the Administrative Agent as security for the Obligations and Permitted Liens (including Liens in favor of any applicable Eligible Carrier securing solely transportation, storage and throughput costs or fees) securing amounts which have been disclosed in writing by the Borrowers to the Agents for the purposes of calculating any Eligibility Reserve with respect thereto;

     (d) is not commingled with Inventory of any Person other than the other Borrower or has been delivered to an Eligible Carrier; and

     (e) is not subject to delivery to a trading partner under an Exchange Agreement having a Negative Exchange Agreement Balance.

          “ Eligible Petroleum Inventory-Not-Received ” shall mean, at any date of determination, the aggregate value (determined as provided below) of Petroleum Inventory purchased or contracted for purchase by a Borrower from a seller for whom such sale is in the Ordinary Course of Business and, as of any date of determination, if it is Petroleum Inventory not owned by a Borrower, the unpaid obligation of such Borrower for the purchase of such Petroleum Inventory is supported by (i) a Documentary Letter of Credit issued under this Agreement by the Issuing Bank, which Documentary Letter of Credit requires the original bill of lading (or other original Document) relating to such Petroleum Inventory to be delivered to the Issuing Bank or its designee in connection with a drawing under such Documentary Letter of Credit, or (ii) a Standby Letter of Credit issued under this Agreement by the Issuing Bank, which

Standby Letter of Credit provides that the beneficiary thereunder is not permitted to make any drawing thereunder until the beneficiary has delivered a certificate to the Issuing Bank certifying that delivery of such Petroleum Inventory has been made by the beneficiary to a Borrower and payment therefor is past due and owing, and in each case such Petroleum Inventory, when owned by a Borrower, will be subject to no Liens other than Permitted Liens securing amounts which have been disclosed in writing by the Borrowers to the Agents for the purposes of calculating any Eligibility Reserve with respect thereto; provided , however , that for purposes of inclusion of such Petroleum Inventory in the Borrowing Base, such Petroleum Inventory shall be valued at (i) if the purchase price thereof has been prepaid, the amount so prepaid by a Borrower, or (ii) the face amount of such Letter of Credit issued specifically to support the purchase of such Petroleum Inventory from the applicable supplier thereof, less , without duplicating other Eligibility Reserves, the aggregate amount of the payables owing by a Borrower to such supplier for any such Petroleum Inventory delivered to such Borrower or an Eligible Carrier.

          “ Eligible Positive Exchange Agreement Balance ” shall mean, at any date of determination, the amount of the positive balance, valued at a mark to market basis, of the Petroleum Inventory that a Borrower has a right to receive from a trading partner (other than a trading partner determined by the Administrative Agent to be unacceptable in the Administrative Agent’s reasonable discretion) under an Exchange Agreement or money owing to a Borrower in connection with such exchange of Petroleum Inventory under an Exchange Agreement, net of any offsets or counterclaims, and only to the extent such Borrowers rights in Petroleum Inventory are subject to a valid, first priority (subject only to Permitted Liens), perfected Lien in favor of the Administrative Agent as security for the Obligations, provided, that the value of the Eligible Positive Exchange Agreement Balance shall be subject to Eligibility Reserves as determined by the Agents.

          “ Environmental Laws ” shall mean all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by or with any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, Release or threatened Release of any Hazardous Material or to health and safety matters.

          “ Environmental Liability ” shall mean any liability, contingent or otherwise (including any liability for damages, costs of environmental investigation and remediation, costs of administrative oversight, fines, natural resource damages, penalties or indemnities), of the Borrowers or any Subsidiary directly or indirectly resulting from or based upon (i) any actual or alleged violation of any Environmental Law, (ii) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (iii) any actual or alleged exposure to any Hazardous Materials, (iv) the Release or threatened Release of any Hazardous Materials or (v) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

          “ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor statute.

          “ ERISA Affiliate ” shall mean any trade or business (whether or not incorporated), which, together with the Borrowers, is treated as a single employer under Section 414(b) or (c) of

the Code or, solely for the purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

          “ ERISA Event ” shall mean (i) the occurrence of any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (ii) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (iii) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (iv) the incurrence by the Borrowers or any of their ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (v) the institution by PBGC of proceedings to terminate any Plan or Plans or to appoint a trustee to administer any Plan; or (vi) the receipt by the Borrowers or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrowers or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is being terminated or in reorganization, within the meaning of Title IV of ERISA.

          “ Eurodollar ” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bears interest at a rate determined by reference to the Adjusted LIBO Rate.

          “ Eurodollar Reserve Percentage ” shall mean the aggregate of the maximum reserve percentages (including, without limitation, any emergency, supplemental, special or other marginal reserves) expressed as a decimal (rounded upwards to the next 1/100 ^th of 1%) in effect on any day to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate pursuant to regulations issued by the Board of Governors of the Federal Reserve System (or any Governmental Authority succeeding to any of its principal functions) with respect to eurocurrency funding (currently referred to as “eurocurrency liabilities” under Regulation D). Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under Regulation D. The Eurodollar Reserve Percentage shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

          “ Event of Default ” shall have the meaning provided in Article VIII .

          “ Excess Availability Conditions ” shall mean, at any date of determination, (i) the Borrowers have Availability of not less than $30,000,000 for purposes of Section 5.9 and $15,000,000 for purposes of all other applicable provisions, and (ii) no Event of Default exists.

          “ Exchange Agreement ” shall mean an agreement under which a Borrower undertakes to deliver goods on behalf of an unaffiliated Person to a customer of such Person in exchange for such Person’s delivery of similar goods to a customer of such Borrower.

           “ Excluded Taxes ” shall mean with respect to the Administrative Agent, the Collateral Agent, any Lender, the Issuing Bank or any other recipient of any payment to be made

by or on account of any obligation of the Borrowers hereunder, (a) income or franchise Taxes imposed on (or measured by) its net income, net receipts or capital by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits Taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which any Lender is located, (c) in the case of a Lender that is a “United States person” as defined in Section 7701(a)(30) of the Code, any withholding Tax that is attributable to such Lender’s failure to comply with Section 2.21(f) , (d) any withholding Tax imposed as a result of a Lender being treated as a “conduit entity” within the meaning of U.S. Treasury Regulations Section 1.881-3 or any successor provision, and (e) in the case of a Foreign Lender, any withholding Tax that (i) is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement, (ii) is imposed on amounts payable to such Foreign Lender at any time that such Foreign Lender designates a new lending office, other than Taxes that have accrued prior to the designation of such lending office that are otherwise not Excluded Taxes, and (iii) is attributable to such Foreign Lender’s failure to comply with Section 2.21(e) .

          “ Existing Lenders ” shall have the meaning ascribed to such term in the preamble to this Agreement.

          “ Federal Funds Rate ” shall mean, for any day, the rate per annum (rounded upwards, if necessary, to the next 1/100 ^th of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with member banks of the Federal Reserve System arranged by Federal funds brokers, as published by the Federal Reserve Bank of New York on the next succeeding Business Day or if such rate is not so published for any Business Day, the Federal Funds Rate for such day shall be the average rounded upwards, if necessary, to the next 1/100th of 1% of the quotations for such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by the Administrative Agent.

          “ Fee Letter ” shall mean that certain fee letter, dated as of April 5, 2005, as amended April 25, 2005, executed by SunTrust Capital Markets, Inc. and SunTrust Bank and accepted by Holdings.

          “ Fiscal Quarter ” shall mean any fiscal quarter of the Borrowers.

          “ Fiscal Year ” shall mean any fiscal year of the Borrowers.

          “ Fixed Charge Coverage Ratio ” shall mean, as of any date, the ratio of (a) Consolidated EBITDA less the actual amount paid by the Borrowers and their Subsidiaries in cash on account of Capital Expenditures less cash taxes paid to (b) Consolidated Fixed Charges, in each case measured for the four consecutive Fiscal Quarters ending on or immediately prior to such date.

          “ Foreign Lender ” shall mean any Lender that is not a United States person under Section 7701(a)(30) of the Code.

          “ Foreign Subsidiary ” shall mean any Subsidiary that is organized under the laws of a jurisdiction other than one of the fifty states of the United States or the District of Columbia.

          “ GAAP ” shall mean generally accepted accounting principles in the United States applied on a consistent basis and subject to the terms of Section 1.3 .

          “ Governmental Authority ” shall mean the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

          “ GP ” shall mean Delek US Refining GP, LLC, a Texas limited liability company.

          “ Guarantee ” of or by any Person (the “ guarantor ”) shall mean any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly and including any obligation, direct or indirect, of the guarantor (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (ii) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (iv) as an account party in respect of any letter of credit or letter of guaranty issued in support of such Indebtedness or obligation; provided , that the term “Guarantee” shall not include endorsements for collection or deposits in the ordinary course of business. The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which Guarantee is made or, if not so stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith. The term “Guarantee” used as a verb has a corresponding meaning.

          “ Hazardous Materials ” shall mean all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

          “ Hedging Obligations ” of any Person shall mean any and all obligations of such Person, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired under (i) any and all Hedging Transactions, (ii) any and all cancellations, buy backs, reversals, terminations or assignments of any Hedging Transactions, (iii) any and all renewals, extensions and modifications of any Hedging Transactions and any and all substitutions for any Hedging Transactions, and (iv) without duplication, Net Mark-to-Market Exposure.

          “ Hedging Transaction ” of any Person shall mean any transaction (including an agreement with respect thereto) now existing or hereafter entered into by such Person that is a rate swap, basis swap, forward rate transaction, commodity swap, interest rate option, foreign

exchange transaction, cap transaction, floor transaction, collateral transaction, forward transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measures.

          “ Holdings ” shall mean Delek US Holdings, Inc., a Delaware corporation, and the sole shareholder of Parent.

          “ Indebtedness ” of any Person shall mean, without duplication (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person in respect of the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business; provided , that for purposes of Section 8.1 ( g ), trade payables overdue by more than 120 days shall be included in this definition except to the extent that any of such trade payables are being disputed in good faith and by appropriate measures), (iv) all obligations of such Person under any conditional sale or other title retention agreement(s) relating to property acquired by such Person, (v) all Capital Lease Obligations of such Person, (vi) all obligations, contingent or otherwise, of such Person in respect of letters of credit, acceptances or similar extensions of credit, (vii) all Guarantees of such Person of the type of Indebtedness described in clauses (i) through (vi) above, to the extent of the amount guaranteed, (viii) all Indebtedness of a third party secured by any Lien on property owned by such Person, whether or not such Indebtedness has been assumed by such Person, (ix) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any common stock of such Person, (x) Off-Balance Sheet Liabilities and (xi) all Hedging Obligations. The Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer, except to the extent that the terms of such Indebtedness provide that such Person is not liable therefor.

          “ Indemnified Taxes ” shall mean Taxes other than Excluded Taxes.

          “ Instrument ” shall have the meaning given to the term in the Security Agreement.

          “ Intercreditor Agreement ” shall mean the Intercreditor Agreement dated on or about the date of this Agreement, between the Administrative Agent and Fifth Third Bank, as agent for various financial institutions under a revolving loan agreement with Delek Marketing.

          “ Interest Period ” shall mean with respect to (i) any Swingline Borrowing, such period as the Swingline Lender and the Borrowers shall mutually agree and (ii) any Eurodollar Borrowing, a period of one, two, three or six months; provided, that:

     (i) the initial Interest Period for such Borrowing shall commence on the date of such Borrowing (including the date of any conversion from a Borrowing of another Type), and each Interest Period occurring thereafter in respect of such Borrowing shall commence on the day on which the next preceding Interest Period expires;

     (ii) if any Interest Period would otherwise end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day, unless

such Business Day falls in another calendar month, in which case such Interest Period would end on the next preceding Business Day;

     (iii) any Interest Period which 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 such calendar month; and

     (iv) no Interest Period may extend beyond the Revolving Commitment Termination Date.

          “ Inventory ” shall mean all goods, merchandise and other personal property owned and held for sale, and all raw materials, work or goods in process, materials, supplies and packaging of every nature which contribute to the finished products of a Borrower in the ordinary course of its business, whether now owned or hereafter acquired by Borrowers.

          “ Inventory Formula Amount ” shall mean, on any date of determination thereof, an amount equal to the sum of (a) 80% of the Petroleum Inventory Market Price of Eligible Petroleum Inventory on such date consisting of Petroleum Products, plus (b) 85% of Eligible Petroleum Inventory-Not-Received, plus (c) 80% of Eligible Positive Exchange Agreement Balances. The Agents shall have the right at any time to decrease the foregoing advance rate percentages in their reasonable credit judgment, provided , that any such decrease in the advance rate percentages shall not be effective until three (3) Business Days after written notice thereof is provided to Borrowers by the Agents.

          “ Issuing Bank ” shall mean SunTrust Bank in its capacity as an issuer of Letters of Credit pursuant to Section 2.23 .

          “ Land Newco ” shall mean MPC Land Acquisition, Inc., a Texas corporation.

          “ Landlord Waiver ” shall mean a letter in form and substance reasonably acceptable to the Administrative Agent and executed by a landlord in respect of Inventory of a Borrower located at any leased premises of a Borrower pursuant to which such landlord, among other things, waives or subordinates on terms and conditions reasonably acceptable to the Administrative Agent any Lien such landlord may have in respect of such Inventory.

          “ LC Backed Accounts ” shall mean (i) an Account in support of which a Preferred Issuer has issued an irrevocable standby letter of credit in the amount of such Account or (ii) Accounts in an aggregate face amount not to exceed at any time the sum of $10,000,000 in support of which an Other Issuer has issued an irrevocable standby letter of credit in the amount of such Accounts, with all such standby letters of credit to be issued for the benefit of a Borrower and on which such Borrower may draw in the event of a default by the Account Debtor under any such Account; provided that such letters of credit contain provisions directing the issuing bank to make payment thereunder to the Dominion Account or that SunTrust is the collecting bank for such letter of credit, otherwise contain drawing provisions acceptable to the Agents and, upon an Agent’s request, a copy of such letter of credit shall be delivered to the Administrative Agent; and provided , further , that the proceeds of any drawing under such letter of credit are to be deposited directly into a Cash Collateral Account.

          “ LC Commitment ” shall mean that portion of the Aggregate Revolving Commitment Amount that may be used by the Borrowers for the issuance of Letters of Credit in an aggregate face amount not to exceed $300,000,000.

          “ LC Disbursement ” shall mean a payment made by the Issuing Bank pursuant to a Letter of Credit.

          “ LC Documents ” shall mean the Letters of Credit and all applications, agreements and instruments relating to the Letters of Credit.

          “ LC Exposure ” shall mean, at any time, the sum of (i) the aggregate undrawn amount of all outstanding Letters of Credit at such time, plus (ii) the aggregate amount of all LC Disbursements that have not been reimbursed by or on behalf of the Borrowers at such time. The LC Exposure of any Lender shall be its Pro Rata Share of the total LC Exposure at such time.

          “ Lenders ” shall have the meaning assigned to such term in the opening paragraph of this Agreement and shall include, where appropriate, the Swingline Lender and any Person that joins this Agreement as a Lender pursuant to Section 10.4 .

          “ Letter of Credit ” shall mean any Documentary or Standby Letter of Credit issued pursuant to Section 2.23 by the Issuing Bank for the account of the Borrowers pursuant to the LC Commitment.

          “ LIBOR ” shall mean, for any applicable Interest Period with respect to any Eurodollar Loan, the British Bankers’ Association Interest Settlement Rate per annum for deposits in Dollars for a period equal to such Interest Period appearing on the display designated as Page 3750 on the Dow Jones Markets Service (or such other page on that service or such other service designated by the British Bankers’ Association for the display of such Association’s Interest Settlement Rates for Dollar deposits) as of 11:00 a.m. (London, England time) on the day that is two Business Days prior to the first day of the Interest Period or if such Page 3750 is unavailable for any reason at such time, the rate which appears on the Reuters Screen ISDA Page as of such date and such time; provided , that if the Administrative Agent determines that the relevant foregoing sources are unavailable for the relevant Interest Period, LIBOR shall mean the rate of interest determined by the Administrative Agent to be the average (rounded upward, if necessary, to the nearest 1/100 ^th of 1%) of the rates per annum at which deposits in Dollars are offered to the Administrative Agent two (2) Business Days preceding the first day of such Interest Period by leading banks in the London interbank market as of 10:00 a.m. (Atlanta, Georgia time) for delivery on the first day of such Interest Period, for the number of days comprised therein and in an amount comparable to the amount of the Eurodollar Loan of the Administrative Agent.

          “ Lien ” shall mean any mortgage, pledge, security interest, lien (statutory or otherwise), charge, encumbrance, hypothecation, assignment, deposit arrangement, or other arrangement having the practical effect of the foregoing or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital lease having the same economic effect as any of the foregoing).

          “ Loan Documents ” shall mean, collectively, this Agreement, the Notes (if any), the Security Documents, the Subordination Agreement, the LC Documents, the Subsidiary/Delek Land Guaranty Agreement, the Parent Guaranty Agreement, all Notices of Borrowing, all Notices of Conversion/Continuation, all Compliance Certificates, Borrowing Base Certificates, and any and all other instruments, agreements, documents and writings executed in connection with any of the foregoing, and all other documents, lockbox agreements, instruments, certificates, and agreements executed or delivered in connection with or contemplated by this Agreement.

          “ Loan Parties ” shall mean the Borrowers and the Subsidiary Loan Parties.

          “ Loans ” shall mean all Revolving Loans and Swingline Loans in the aggregate or any of them, as the context shall require.

          “ Management Agreement ” shall mean that certain Management Agreement dated on or about the Original Closing Date, between Delek Refining and Mapco.

          “ Mapco ” shall mean Mapco Express, Inc., a Delaware corporation.

          “ Mapco Reserve ” shall mean, on any date of determination, the aggregate amount owed by Mapco to Persons who are also Account Debtors of a Borrower, provided , however , that the amount of the Mapco Reserve shall not exceed at any time an amount equal to the aggregate net amount of all Accounts owing by such Persons to Borrowers.

          “ Mapco Reserve Conditions ” shall mean, after any date on which the Excess Availability Conditions are not satisfied (and thereafter until the Reinstatement Conditions are satisfied), the Agents’ receipt of a Borrowing Base Certificate which indicates that Mapco has less than $4,500,000 available during the period covered by such Borrowing Base Certificate for additional working capital loans under the formulae contained in Mapco’s working capital credit facilities, assuming all trade payables of Mapco are paid within normal terms.

          “ Marketing Agreement ” shall mean the Marketing Agreement, dated on or about the date hereof, between Delek Refining and Delek Marketing.

          “ Marketing Agreement Assignment ” shall mean the Agreement Regarding Marketing, Sales and Supply Agreement, dated October 13, 2006, among Delek Refining, Delek Marketing and the Administrative Agent.

          “ Material Adverse Effect ” shall mean, with respect to any event, act, condition or occurrence of whatever nature (including any adverse determination in any litigation, arbitration, or governmental investigation or proceeding), whether singularly or in conjunction with any other event or events, act or acts, condition or conditions, occurrence or occurrences whether or not related, a material adverse change in, or a material adverse effect on, (i) the business, results of operations, financial condition, assets or liabilities of the Borrowers and their Subsidiaries taken as a whole, (ii) the ability of the Loan Parties to perform their respective obligations under the Loan Documents, (iii) the rights and remedies of the Administrative Agent, the Issuing Bank, Swingline Lender, and the Lenders under any of the Loan Documents or (iv) the legality, validity or enforceability of any of the Loan Documents.

          “ Material Indebtedness ” shall mean Indebtedness (other than the Loans, the Letters of Credit and Permitted Subordinated Debt) and Hedging Obligations of the Borrowers or any of their Subsidiaries, individually or in an aggregate principal amount exceeding $2,000,000. For purposes of determining the amount of attributed Indebtedness from Hedging Obligations, the “principal amount” of any Hedging Obligations at any time shall be the Net Mark-to-Market Exposure of such Hedging Obligations.

          “ Moody’s ” shall mean Moody’s Investors Service, Inc.

          “ Multiemployer Plan ” shall have the meaning set forth in Section 4001(a)(3) of ERISA.

          “ Negative Exchange Agreement Balance ” shall mean, at any date of determination, the amount of the negative balance, valued at a mark to market basis, of any rights of trading partners under an Exchange Agreement to receive Petroleum Products or money from a Borrower arising from the exchange of Petroleum Products under an Exchange Agreement.

          “ Net Mark-to-Market Exposure ” of any Person shall mean, as of any date of determination with respect to any Hedging Obligation, the excess (if any) of all unrealized losses over all unrealized profits of such Person arising from such Hedging Obligation. “Unrealized losses” shall mean the fair market value of the cost to such Person of replacing the Hedging Transaction giving rise to such Hedging Obligation as of the date of determination (assuming the Hedging Transaction were to be terminated as of that date), and “unrealized profits” means the fair market value of the gain to such Person of replacing such Hedging Transaction as of the date of determination (assuming such Hedging Transaction were to be terminated as of that date).

          “ Notes ” shall mean, collectively, the Revolving Credit Notes and the Swingline Note.

          “ Notices of Borrowing ” shall mean, collectively, the Notices of Revolving Borrowing and the Notices of Swingline Borrowing.

          “ Notice of Conversion/Continuation ” shall mean the notice given by the Borrowers to the Administrative Agent in respect of the conversion or continuation of an outstanding Borrowing as provided in Section 2.8(b ).

          “ Notice of Revolving Borrowing ” shall have the meaning as set forth in Section 2.3 .

          “ Notice of Swingline Borrowing ” shall have the meaning as set forth in Section 2.4 .

          “ Obligations ” shall mean all amounts owing by any Borrower to an Agent, the Issuing Bank or any Lender (including the Swingline Lender) pursuant to or in connection with this Agreement or any other Loan Document, including without limitation, all principal, interest (including any interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to a Borrower,

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whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), all reimbursement obligations, fees, expenses, indemnification and reimbursement payments, costs and expenses (including all fees and expenses of counsel to an Agent, the Issuing Bank and any Lender (including the Swingline Lender) incurred pursuant to this Agreement or any other Loan Document), whether direct or indirect, absolute or contingent, liquidated or unliquidated, now existing or hereafter arising hereunder or thereunder, all Banking Relationship Debt (other than Hedging Obligations), and all obligations and liabilities incurred in connection with collecting and enforcing the foregoing, together with all renewals, extensions, modifications or refinancings thereof.

          “ Off-Balance Sheet Liabilities ” of any Person shall mean (i) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (ii) any liability of such Person under any sale and leaseback transactions that do not create a liability on the balance sheet of such Person, (iii) any Synthetic Lease Obligation or (iv) any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person.

          “ Ordinary Course of Business ” shall mean, with respect to any transaction involving any Person, the ordinary course of such Person’s business, as undertaken by such Person in good faith and not for the purpose of evading any covenant or restriction in any Loan Document.

          “ Original Closing Date ” shall mean April 29, 2005.

          “ OSHA ” shall mean the Occupational Safety and Health Act of 1970, as amended from time to time, and any successor statute.

          “ Other Issuer ” shall mean a United States domestic bank or United States branch of a foreign bank, in each case rated “ BBB+ ” or higher by S&P and “ Baa ” or higher by Moody’s.

          “ Other Taxes ” shall mean any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

          “ Out-of-Formula Condition ” shall have the meaning set forth in Section 2.2(b) hereof.

          “ Out-of-Formula Loan ” shall mean a Revolving Loan made or existing when an Out-of-Formula Condition exists or the amount of any Revolving Loan which, when funded, results in an Out-of-Formula Condition.

          “ Paid but Unexpired Standby Letters of Credit ” shall mean, during a Post Supplier Payment Period, the amount available for drawing under an outstanding Standby Letter of Credit issued to support the purchase of Petroleum Inventory of the Borrowers as of such date of determination where the supplier of such Petroleum Inventory in connection with which such Standby Letter of Credit was specifically issued has been paid in full.

          “ Parent ” shall mean Delek Refining, Inc., a Delaware corporation.

          “ Parent Guaranty Agreement ” shall mean that certain Parent Guaranty, dated the Original Closing Date, executed by Parent and GP in favor of Administrative Agent, on its behalf and on behalf of the Collateral Agent, the Issuing Bank and the Lenders, substantially in the form of Exhibit G hereto.

          “ Participant ” shall have the meaning set forth in Section 10.4(d ).

          “ Payment Account ” shall mean an account maintained by the Administrative Agent to which all monies from time to time deposited to a Dominion Account shall be transferred and all other payments shall be sent in immediately available federal funds.

          “ Payment Items ” shall mean all checks, drafts, or other items of payment payable to a Borrower, including proceeds of any of the Collateral.

          “ Payment Office ” shall mean the office of the Administrative Agent located at 303 Peachtree Street, N.E., Atlanta, Georgia 30308, or such other location as to which the Administrative Agent shall have given written notice to the Borrowers and the other Lenders.

          “ PBGC ” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA, and any successor entity performing similar functions.

          “ Permitted Cash Collateral Account ” shall mean a Cash Collateral Account maintained with (i) SunTrust, or (ii) a Lender other than SunTrust to the extent the Administrative Agent has received not less than ten (10) days prior written notice of the opening of such account, which notice shall include applicable account numbers, wiring instructions, contact persons at the applicable Lender, and confirmation that the Administrative Agent shall have the right to access and review, in real time, balances therein and all transactions with respect thereto.

          “ Permitted Investments ” shall mean (a) securities issued or fully guaranteed or insured by the United States federal government or any agency thereof (including Federal Home Loan Bank, Federal National Mortgage Association, Student Loan Marketing Association and Government National Mortgage Association), (b) certificates of deposit, Eurodollar time deposits, overnight bank deposits and bankers’ acceptances of any commercial bank organized under the laws of the United States, any state thereof, the District of Columbia, any foreign bank, or its branches or agencies (fully protected against currency fluctuations) that, at the time of acquisition, are rated at least “A-2” by S&P or “P-2” by Moody’s, (c) commercial paper of an issuer rated at least “A-2” by S&P or “P-2” by Moody’s, (d) auction rate securities (in a maximum $25,000,000 notional amount with respect to any single issue) with intermediate to perpetual maturities that are structured with short term holding periods of 7-49 days and whose long-term debt rating as of the date of purchase thereof is not less than any two of the following: “A2” by Moody’s, “A” by S&P or “A” by Fitch, and (e) shares of any money market or similar fund that has net assets whose Dollar Equivalent exceeds $500,000,000 and any other investment that is, in each case, either (i) described on Schedule 1.1(c) or (ii) approved in writing by the Administrative Agent (such approval not to be unreasonably withheld) for the purposes of this definition; provided, however, that the maturities of all obligations of the types specified in (A)

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clauses (a) and (b) above shall not exceed 90 days and (B) clauses (c) and (d) above shall not exceed 90 days.

          “ Permitted Liens ” shall mean, as applied to any Person:

     (a) Any Lien in favor of an Agent, the Issuing Bank or the Lenders given to secure the Obligations;

     (b) (i) Liens on real estate for real estate taxes, assessments, sewer and water charges and/or other governmental charges and levies not yet delinquent and (ii) Liens for taxes, assessments, judgments, governmental charges or levies, or claims not yet delinquent or the non-payment of which is being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been set aside on such Person’s books;

     (c) Liens of mechanics, laborers, suppliers, workers and materialmen incurred in the ordinary course of business for sums not yet due or being diligently contested in good faith, if such reserve or appropriate provision, if any, as shall be required by GAAP shall have been made therefor;

     (d) Liens incurred in the ordinary course of business in connection with worker’s compensation and unemployment insurance or other types of social security benefits;

     (e) Easements, rights-of-way, restrictions, and other similar encumbrances on the use of real property which either (x) are non-monetary in nature and are existing as of the date of this Agreement or (y) do not materially interfere with the ordinary conduct of the business of such Person;

     (f) Purchase money security interests provided that such Lien attaches only to the asset so purchased by a Borrower and secures only Indebtedness incurred by a Borrower in order to purchase such asset, but only to the extent permitted by Section 7.1(c) hereof;

     (g) Deposits to secure the performance of bids, trade contracts, tenders, sales, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

     (h) Liens on assets of a Borrower and/or their Subsidiaries on the Original Closing Date (after giving effect to the Acquisition) which are set forth on Schedule 7.2 , attached hereto;

     (i) Liens securing Capitalized Lease Obligations provided that such Liens attach only to the assets leased by a Borrower and/or its Subsidiaries and secure only Indebtedness incurred by a Borrower and/or its Subsidiaries in order to lease such assets, but only to the extent permitted by Section 7.1(c) hereof;

     (j) Liens securing rental, storage, throughput, handling or other fees or charges owing from time to time to Eligible Carriers, solely to the extent of such fees or charges; and

     (k) Liens in cash of the Borrowers securing Hedging Obligations incurred by a Borrower in connection with Hedging Transactions permitted under Section 7.10 .

          “ Permitted Subordinated Debt ” shall mean (i) Indebtedness evidenced by the Subordinated Note, including Additional Subordinated Indebtedness, (ii) Subordinated Working Capital Indebtedness, or (iii) any other Indebtedness of a Borrower or any Subsidiary (i) that is expressly subordinated to the Obligations on terms satisfactory to the Administrative Agent and the Required Lenders in their sole discretion, (ii) that matures by its terms no earlier than six months after the Revolving Commitment Termination Date, (iii) that bears interest at a rate per annum not to exceed 10.0% and (iv) that is evidenced by an instrument that is in a form reasonably satisfactory to the Administrative Agent and the Required Lenders.

          “ Permitted Tax Distributions ” shall mean (i) cash dividends or distributions to the partners of a Borrower with respect to each taxable year during which such Borrower is a partnership in an amount not to exceed the aggregate of the maximum federal and state income tax liability of the partners of such Borrower (assuming that all of such partners are taxed at the maximum permissible federal and state rates of such partners or members) attributable to the taxable income of such Borrower for such taxable year, computed in accordance with the Code, and (ii) dividends to Holdings to permit Holdings to pay any Taxes which are due and payable by Holdings and attributable to the Borrowers and their Subsidiaries as part of a consolidated group.

          “ Person ” shall mean any individual, partnership, firm, corporation, association, joint venture, limited liability company, trust or other entity, or any Governmental Authority.

          “ Petroleum Inventory ” means Inventory consisting of Petroleum Products, which Inventory shall be valued at the Petroleum Inventory Market Price (including any premium or discount to reflect location differentials).

          “ Petroleum Inventory Market Price ” means, with respect to any Petroleum Inventory, the market price for such Petroleum Inventory as set forth in a published or reported price index maintained by a third-party that is not an Affiliate of the Borrowers and that prepares such index in the ordinary course of its business or such other price as the Collateral Agent may ascribe thereto in its reasonable credit judgment. Such market price shall be determined using published or reported price indices created or distributed by Oil Price Information Service, commonly known as OPIS, and/or Platts Oilgram Price Report, commonly known as Platts, less in each case applicable location differentials and product adjustments. In the event OPIS or Platts no longer provides the aforementioned price indices, or in the event the Borrowers and the Collateral Agent determine that either OPIS or Platts no longer accurately provides pricing information for Petroleum Inventory, the Borrowers and the Collateral Agent shall replace one or both of the OPIS and Platts price indices, as applicable, with other third-party price indices reasonably acceptable to each of the Borrowers and the Collateral Agent.

          “ Petroleum Product ” means crude oil, petroleum, refined petroleum products, byproducts and intermediate feed stocks, and other energy-related commodities, including, without limitation, blend components commonly used in the petroleum industry to improve characteristics of, or meet governmental or customer specifications for, petroleum or refined petroleum products.

          “ Pipeline Newco ” shall mean MPC Pipeline Acquisition, Inc., a Texas corporation.

          “ Plan ” shall mean any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which a Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

          “ Pledge Agreement ” shall mean that certain Pledge Agreement of even date herewith executed by Delek Pipeline, Delek Land, Holdings, Parent and GP in favor of the Administrative Agent, pursuant to which Delek Pipeline, Delek Land, Holdings, Parent and GP pledge to the Administrative Agent, for its benefit and for the benefit of the Administrative Agent, the Issuing Bank and the Lenders, all of the Capital Stock of Borrowers, Delek Land, Parent, GP, Pipeline Newco and Land Newco substantially in the form of Exhibit D hereto.

          “ Post Supplier Payment Period ” shall mean the period commencing on the date on which a Borrower shall have paid in full all amounts owed for the purchase of Petroleum Inventory (the “Full Payment Date”) the payment for which was supported by a Standby Letter of Credit issued specifically for such purpose and ending on the sooner of (i) ten (10) days after the Full Payment Date or (ii) the date the original of such Standby Letter of Credit is returned to the Administrative Agent for cancellation.

          “ Preferred Issuer ” shall mean a United States domestic bank or United States branch of a foreign bank, in each case rated “ A- ” or higher by S&P and “ A3 ” or higher by Moody’s.

          “ Projections ” shall mean projections of the Borrowers’ financial condition, results of operations, cash flow, operating budget and Availability, prepared on a monthly-to-month basis for the applicable Fiscal Year pursuant to and as required by Section 5.1(f) hereof

          “ Pro Rata Share ” shall mean, with respect to all Commitments of any Lender at any time, a percentage, the numerator of which shall be the sum of such Lender’s Revolving Commitment (or if such Revolving Commitments have been terminated or expired or the Loans have been declared to be due and payable, such Lender’s Revolving Credit Exposure) and the denominator of which shall be the sum of all Lenders’ Revolving Commitments (or if such Revolving Commitments have been terminated or expired or the Loans have been declared to be due and payable, all Revolving Credit Exposure of all Lenders funded under such Commitments).

          “ Qualified Marketing Documents ” shall mean the Intercreditor Agreement, the Services Agreement, the Marketing Agreement and the Marketing Agreement Assignment, each in form and substance acceptable to the Administrative Agent.

          “ Regulation D ” shall mean Regulation D of the Board of Governors of the Federal Reserve System, as the same may be in effect from time to time, and any successor regulations.

          “ Reinstatement Conditions ” shall mean at any date when the Excess Availability Conditions are not satisfied (i) by reason of the occurrence of an Event of Default, such Event of Default has been waived by the Agents or otherwise remedied by the Borrowers in accordance with the Credit Agreement and no Event of Default occurs at any time during a period of 30 consecutive days following the date on which such Event of Default was so waived or otherwise remedied, or (ii) by reason of Borrowers’ failure to maintain Availability of not less than $30,000,000 for purposes of Section 5.9 and $15,000,000 for purposes of all other applicable provisions, Borrowers shall have maintained Availability of at least the applicable minimum amount for not less than 30 consecutive days; provided , that if Borrowers fail to satisfy the Excess Availability Conditions more than three (3) times during any twelve (12) month period, the Borrowers may not avail themselves of the Reinstatement Conditions for a period of twelve (12) months from the date on which Borrowers last failed to satisfy the Excess Availability Conditions.

          “ Related Parties ” shall mean, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

          “ Release ” shall mean any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into the environment (including ambient air, surface water, groundwater, land surface or subsurface strata) or within any building, structure, facility or fixture.

          “ Required Lenders ” shall mean, at any time, Lenders holding more than 50% of the aggregate outstanding Revolving Commitments at such time or if the Lenders have no Commitments outstanding, then Lenders holding more than 50% of the Revolving Credit Exposure.

          “ Requirement of Law ” for any Person shall mean the articles or certificate of incorporation, bylaws, partnership certificate and agreement, or limited liability company certificate of organization and agreement, as the case may be, and other organizational and governing documents of such Person, and any law, treaty, rule or regulation, or determination of a Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

          “ Responsible Officer ” shall mean any of the president, the chief executive officer, the chief operating officer, the chief financial officer, the treasurer or a vice president of a Borrower or such other representative of a Borrower as may be designated in writing by any one of the foregoing with the consent of the Administrative Agent; and, with respect to the financial covenants only, the chief financial officer, chief executive officer or the treasurer of a Borrower.

          “ Restricted Payment ” shall have the meaning set forth in Section 7.5 .

          “ Revolving Commitment ” shall mean, with respect to each Lender, the obligation of such Lender to make Revolving Loans to the Borrowers and to participate in Letters of Credit and Swingline Loans in an aggregate principal amount not exceeding the amount set forth with respect to such Lender on Schedule II , as such schedule may be amended pursuant to

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Section 2.24 , or in the case of a Person becoming a Lender after the Closing Date through an assignment of an existing Revolving Commitment, the amount of the assigned “Revolving Commitment” as provided in the Assignment and Acceptance executed by such Person as an assignee, as the same may be increased or deceased pursuant to terms hereof.

          “ Revolving Commitment Termination Date ” shall mean the earliest of (i) April 28, 2010, (ii) the date on which the Revolving Commitments are terminated pursuant to Section 2.9(c) and (iii) the date on which all amounts outstanding under this Agreement have been declared or have automatically become due and payable (whether by acceleration or otherwise).

          “ Revolving Credit Exposure ” shall mean, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving Loans, LC Exposure and Swingline Exposure.

          “ Revolving Credit Note ” shall mean a promissory note of the Borrowers payable to the order of a requesting Lender in the principal amount of such Lender’s Revolving Commitment, in substantially the form of Exhibit A .

          “ Revolving Loan ” shall mean a loan made by a Lender (other than the Swingline Lender) to the Borrowers under its Revolving Commitment, which may either be a Base Rate Loan or a Eurodollar Loan.

          “ S&P ” shall mean Standard & Poor’s, a Division of the McGraw-Hill Companies.

          “ SEC ” shall mean the United States Securities and Exchange Commission.

          “ Security Agreement ” shall mean that certain Security Agreement, dated the Original Closing Date among the Borrowers, Parent, GP, Delek Land, MPC Pipeline Acquisition, Inc. and MPC Land Acquisition, Inc. and the Administrative Agent, on its behalf and on behalf of the Collateral Agent, the Issuing Bank and the Lenders, substantially in the form of Exhibit B hereto.

          “ Security Documents ” shall mean, collectively, the Security Agreement, the Pledge Agreement, the Deposit Account Control Agreements, the Delek Land Negative Pledge, all UCC-1 financing statements and any other document, instrument or agreement granting Collateral for the Obligations, as the same may be amended or modified from time to time.

          “ Seller ” shall mean La Gloria Oil and Gas Company, a Delaware corporation.

          “ Services Agreement ” shall mean the Services Agreement, dated on or about July 31, 2006, between Delek Refining and Delek Marketing.

          “ Settlement Date ” shall mean Friday of each week (or if any Friday is not a Business Day on which all Lenders are open for business, the immediately preceding Business Day on which all Lenders are open for business), provided that, after the occurrence of an Event of Default or during a continuing decline or sudden increase in the principal amount of Revolving Loans, the Administrative Agent, in its discretion, may require that the Settlement

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Date occur more frequently (even daily) so long as any Settlement Date chosen by the Administrative Agent is a Business Day on which each Lender is open for business.

          “ Solvent ” shall mean, as to any Person, such Person (i) owns property whose fair saleable value is greater than the amount required to pay all of such Person’s Indebtedness (including contingent Indebtedness and trade payables), (ii) is able to pay all of its Indebtedness as such Indebtedness matures, (iii) has capital sufficient to carry on its business and transactions and all business and transactions in which it is about to engage, and (iv) is not “insolvent” within the meaning of Section 101(32) Bankruptcy Code.

          “ Standby Letter of Credit ” shall mean any Letter of Credit that is not a Documentary Letter of Credit, and includes any direct — pay Letter of Credit.

          “ Subordinated Debt Documents ” shall mean any indenture, agreement or similar instrument governing any Permitted Subordinated Debt.

          “ Subordinated Note ” shall mean the Subordinated Note in the original principal amount of $51,000,000 referenced in and subject to the Subordination Agreement.

          “ Subordinated Working Capital Credit Documents ” shall mean the Intercompany Loan Agreement, dated on or about the Original Closing Date, among Delek Finance and the Borrowers and each other agreement, guaranty, note, instrument or document delivered pursuant thereto, as the same may be modified, supplemented, extended, restated, refinanced or replaced from time to time.

          “ Subordinated Working Capital Indebtedness ” shall mean Indebtedness of the Borrowers owing to Delek Finance under the Subordinated Working Capital Credit Documents.

          “ Subordination Agreement ” shall mean the Debt Subordination Agreement, dated on or about the Original Closing Date, among Delek Finance, the Borrowers and the Administrative Agent.

          “ Subsidiary ” shall mean, with respect to any Person (the “ parent ”), any corporation, partnership, joint venture, limited liability company, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, partnership, joint venture, limited liability company, association or other entity (i) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power, or in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (ii) that is, as of such date, otherwise controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. Unless otherwise indicated, all references to “Subsidiary” hereunder shall mean a Subsidiary of the Borrowers.

          “ Subsidiary/Delek Land Guaranty Agreement ” shall mean the Subsidiary Guaranty, dated as of the date hereof and substantially in the form of Exhibit F , made by certain

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Subsidiaries of the Borrowers and Delek Land in favor of the Administrative Agent for the benefit of the Lenders.

          “ Subsidiary Loan Party ” shall mean any Subsidiary that executes or becomes a party to the Subsidiary/Delek Land Guaranty Agreement.

          “ SunTrust ” shall mean SunTrust Bank, a Georgia banking corporation.

          “ Swingline Commitment ” shall mean the commitment of the Swingline Lender to make Swingline Loans in an aggregate principal amount at any time outstanding not to exceed $30,000,000.

          “ Swingline Exposure ” shall mean, with respect to each Lender, the principal amount of the Swingline Loans in which such Lender is legally obligated either to make a Base Rate Loan or to purchase a participation in accordance with Section 2.4 , which shall equal such Lender’s Pro Rata Share of all outstanding Swingline Loans.

          “ Swingline Lender ” shall mean SunTrust Bank.

          “ Swingline Loan ” shall mean a loan made to the Borrowers by the Swingline Lender under the Swingline Commitment.

          “ Swingline Note ” shall mean the promissory note of the Borrowers payable to the order of the Swingline Lender in the principal amount of the Swingline Commitment, substantially the form of Exhibit C .

          “ Swingline Rate ” shall mean the Base Rate plus the Applicable Margin or such other rate as offered by the Swingline Lender and accepted by the Borrowers. The Borrowers are under no obligation to accept such other rate, and the Swingline Lender is under no obligation to provide it.

          “ Synthetic Lease ” shall mean a lease transaction under which the parties intend that (i) the lease will be treated as an “operating lease” by the lessee pursuant to Statement of Financial Accounting Standards No. 13, as amended and (ii) the lessee will be entitled to various tax and other benefits ordinarily available to owners (as opposed to lessees) of like property.

          “ Synthetic Lease Obligations ” shall mean, with respect to any Person, the sum of (i) all remaining rental obligations of such Person as lessee under Synthetic Leases which are attributable to principal and, without duplication, (ii) all rental and purchase price payment obligations of such Person under such Synthetic Leases assuming such Person exercises the option to purchase the lease property at the end of the lease term.

          “ Taxes ” shall mean any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

          “ Type ”, when used in reference to a Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Base Rate.

          “ Withdrawal Liability ” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

                Section 1.2 Classifications of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g. a “Revolving Loan”) or by Type (e.g. a “Eurodollar Loan” or “Base Rate Loan”) or by Class and Type (e.g. “Revolving Eurodollar Loan”). Borrowings also may be classified and referred to by Class (e.g. “Revolving Borrowing”) or by Type (e.g. “Eurodollar Borrowing”) or by Class and Type (e.g. “Revolving Eurodollar Borrowing”).

                Section 1.3 Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statement of the Borrowers delivered pursuant to Section 5.1(a) ; provided, that if the Borrowers notify the Administrative Agent that the Borrowers wish to amend any covenant in Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrowers that the Required Lenders wish to amend Article VI for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrowers and the Required Lenders.

                Section 1.4 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the word “to” means “to but excluding”. Unless the context requires otherwise (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as it was originally executed or as it may from time to time be amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (ii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (iii) the words “hereof”, “herein” and “hereunder” and words of similar import shall be construed to refer to this Agreement as a whole and not to any particular provision hereof, (iv) all references to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles, Sections, Exhibits and Schedules to this Agreement and (v) all references to a specific time shall be construed to refer to the time in the city and state of the Administrative Agent’s principal office, unless otherwise indicated.

ARTICLE II

AMOUNT AND TERMS OF THE COMMITMENTS

                Section 2.1 General Description of Facilities. Subject to and upon the terms and conditions herein set forth, (i) the Lenders hereby establish in favor of the Borrowers a revolving credit facility pursuant to which each Lender severally agrees (to the extent of such Lender’s Revolving Commitment) to make Revolving Loans to the Borrowers in accordance with Section 2.2 , (ii) the Issuing Bank agrees to issue Letters of Credit in accordance with Section 2.23 , (iii) the Swingline Lender agrees to make Swingline Loans in accordance with Section 2.4 , and (iv) each Lender agrees to purchase a participation interest in the Letters of Credit and the Swingline Loans pursuant to the terms and conditions hereof; provided, that in no event shall the aggregate principal amount of all outstanding Revolving Loans, Swingline Loans and outstanding LC Exposure exceed at any time the Aggregate Revolving Commitment Amount from time to time in effect.

                Section 2.2 Revolving Loans .

          (a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make Revolving Loans, ratably in proportion to its Pro Rata Share of the Revolving Commitments, to the Borrowers, from time to time during the Availability Period, in an aggregate principal amount outstanding at any time that will not result in (i) such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment or (ii) the sum of the aggregate Revolving Credit Exposures of all Lenders exceeding the lesser of the Aggregate Revolving Commitment Amount or the Borrowing Base at any date of determination. During the Availability Period, the Borrowers shall be entitled to borrow, prepay and reborrow Revolving Loans in accordance with the terms and conditions of this Agreement; provided , that the Borrowers may not borrow or reborrow should there exist a Default or an Event of Default.

          (b) If at any time the aggregate Revolving Credit Exposure exceeds the Aggregate Revolving Commitment Amount or the Borrowing Base (an “Out-of-Formula Condition”), such aggregate Revolving Credit Exposure shall nevertheless constitute Obligations that is secured by the Collateral and entitled to all benefits thereof. In no event, however, shall Borrowers have any right whatsoever to (i) receive any Revolving Loan, (ii) receive any Swingline Loan, or (iii) request the issuance of any Letter of Credit if, before or after giving effect thereto, there shall exist a Default or after giving effect thereto, an Out-of-Formula Condition would exist. Out-of-Formula Loans shall be payable (y) no later than one (1) Business Day after the date of the Administrative Agent’s demand for payment for so long as the aggregate amount of Out-of-Formula Loans is less than $5,000,000, and (z) immediately on demand if the aggregate amount of Out-of-Formula Loans is $5,000,000 or more at any time, provided that the Borrowers shall not be entitled to more than a single payment period of one (1) Business Day in respect of Out-of-Formula Loans in any Fiscal Quarter. For so long as an Out-of-Formula Condition exists, the Obligations, at the election of the Administrative Agent, shall bear interest at the Default Interest rate.

                Section 2.3 Procedure for Revolving Borrowings .

          (a) The Borrowers shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Revolving Borrowing substantially in the form of Exhibit 2.3 (a “ Notice of Revolving Borrowing ”) (x) prior to noon (Atlanta, Georgia time) one (1) Business Day prior to the requested date of each Base Rate Borrowing and (y) prior to noon (Atlanta, Georgia time) three (3) Business Days prior to the requested date of each Eurodollar Borrowing. Each Notice of Revolving Borrowing shall be irrevocable and shall specify: (i) the aggregate principal amount of such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (iii) the Type of such Revolving Loan comprising such Borrowing and (iv) in the case of a Eurodollar Borrowing, the duration of the initial Interest Period applicable thereto (subject to the provisions of the definition of Interest Period). Each Revolving Borrowing shall consist entirely of Base Rate Loans or Eurodollar Loans, as the Borrowers may request. The aggregate principal amount of each Eurodollar Borrowing shall be not less than $5,000,000 or a larger multiple of $1,000,000, and the aggregate principal amount of each Base Rate Borrowing shall not be less than $100,000 or a larger multiple of $50,000; provided , that Base Rate Loans made pursuant to Section 2.4 or Section 2.23(d ) may be made in lesser amounts as provided therein. At no time shall the total number of Eurodollar Borrowings outstanding at any time exceed five (5). Promptly following the receipt of a Notice of Revolving Borrowing in accordance herewith, the Administrative Agent shall advise each Lender of the details thereof and the amount of such Lender’s Revolving Loan to be made as part of the requested Revolving Borrowing.

          (b) Unless payment is otherwise timely made by the Borrowers, the becoming due of any amount required to be paid under this Agreement or any of the other Loan Documents as principal, accrued interest, fees or other charges, including all reimbursable expenses of the Agents and the Lenders, shall be deemed irrevocably to be a request for a Revolving Borrowing on the due date of (provided the Borrowers shall not be deemed to have made any representations under Section 3.2(b) in connection therewith), and in an aggregate amount required to pay, such principal, accrued interest, fees or other charges, and the proceeds of a Revolving Loan made pursuant thereto may be dispersed by way of direct payment of the relevant Obligation and shall bear interest as a Base Rate Borrowing. Administrative Agent and the Lenders shall have no obligation to Borrowers to honor any such deemed request for a Revolving Loan, but may do so in their sole discretion and without regard to the existence of, and without being deemed to have waived, any Default or Event of Default.

                Section 2.4 Swingline Commitment.

          (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrowers, from time to time during the Availability Period, in an aggregate principal amount outstanding at any time not to exceed the lesser of (i) the Swingline Commitment then in effect and (ii) the difference between the Aggregate Revolving Commitment Amount and the lesser of the aggregate Revolving Credit Exposures of all Lenders or the Borrowing Base; provided , that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The Borrowers shall be entitled to borrow, repay and reborrow Swingline Loans in accordance with the terms and conditions of this Agreement.

          (b) The Borrowers shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form of Exhibit 2.4 attached hereto (“ Notice of Swingline Borrowing ”) prior to 11:00 a.m. (Atlanta, Georgia time) on the requested date of each Swingline Borrowing. Each Notice of Swingline Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Borrowers to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline Borrowing. Each Swingline Loan shall accrue interest at the Swingline Rate. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the Borrowers. The Swingline Lender will make the proceeds of each Swingline Loan available to the Borrowers in Dollars in immediately available funds at the account specified by the Borrowers in the applicable Notice of Swingline Borrowing not later than 1:00 p.m. (Atlanta, Georgia time) on the requested date of such Swingline Loan.

          (c) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Borrowers (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan on each Settlement Date or more frequently as the Swingline Lender may elect. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.7 , which will be used solely for the repayment of such Swingline Loan.

          (d) If for any reason a Base Rate Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand.

          (e) Each Lender’s obligation to make a Base Rate Loan pursuant to Section 2.4(c ) or to purchase the participating interests pursuant to Section 2.4(d ) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any setoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Borrowers or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or would reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the Borrowers, the Administrative Agent or any Lender or (v) any other circumstance, happening

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or event whatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafter. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section 2.4 , until such amount has been purchased in full.

                Section 2.5 Agent Advances.

          (a) The Administrative Agent hereby is authorized by Borrowers and the Lenders, from time to time in Administrative Agent’s sole credit judgment (and with no obligation to do so), (1) after the occurrence and during the continuance of a Default or an Event of Default, or (2) at any time that any of the other applicable conditions precedent set forth in Section 3.2 (including as to Availability) have not been satisfied, or (3) when a Borrower is unable to provide notice of a Borrowing within the time required by Section 2.3 , to make Revolving Loans to Borrowers on its own behalf that Administrative Agent, in its sole credit judgment deems necessary or desirable (A) to preserve or protect the Collateral or any portion thereof, (B) to enhance the likelihood of repayment of the Obligations, or (C) to pay any other amount chargeable to Borrowers pursuant to the terms of this Agreement (any of the advances described in this Section 2.5 shall be referred to as “ Agent Advances ”); provided , however , (w) that the aggregate amount of Agent Advances outstanding at any time shall not exceed $10,000,000, (x) that after giving effect to any such Agent Advance, the Aggregate Revolver Credit Exposure (including all Agent Advances) shall not exceed the Aggregate Revolving Commitment Amount, (y) after giving effect to each such Agent Advance, the aggregate Revolving Credit Exposure shall not exceed the Borrowing Base by more than $5,000,000, and (z) at the time of the making of any such Agent Advance, the Administrative Agent does not believe, in good faith, that the any Out-of-Formula Condition created by such Agent Advance will be outstanding for more than 90 days. Each Agent Advance shall be deemed to be a Borrowing hereunder subject to the terms set forth in this Section 2.5 (provided that the Borrowers shall not be deemed to have made any representations under Section 3.2(b) in connection therewith). Each Agent Advance shall be secured by Administrative Agent’s Liens granted to the Administrative Agent under the Loan Documents, shall constitute Obligations hereunder, and shall bear interest as Base Rate Borrowings and shall be repayable on demand. Subject to clauses (b), (c) and (d) below of this Section 2.5 , all Agent Advances made by Administrative Agent pursuant to this Section, shall be for Administrative Agent’s sole account and shall be senior in right of payment to all other Loans (as set forth in Section 2.24 ).

          (b) The Administrative Agent may give at any time and from time to time, and in no event later than 30 days after the making of an Agent Advances the Administrative Agent shall give, notice to the Lenders requesting the Lenders to make Base Rate Loans in an amount equal to the unpaid principal amount of any Agent Advance on the next following

Business Day. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Administrative Agent, which will be used solely for the repayment of such Agent Advances.

          (c) If for any reason a Base Rate Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender shall purchase an undivided participating interest in such Agent Advances in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Administrative Agent. If any such Agent Advance bears interest at a rate other than the Base Rate, such Agent Advance shall automatically become a Base Rate Loan on the effective date of any such participation and interest shall become payable on demand.

          (d) Each Lender’s obligation to make a Base Rate Loan pursuant to Section 2.5(b ) or to purchase the participating interests pursuant to Section 2.5(c ) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any setoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Borrowers or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or an Out of Formula Condition or the termination of any Lender’s Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or would reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the Borrowers, the Administrative Agent or any Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Administrative Agent in respect of Agent Advances by any Lender, the Administrative Agent shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafter. Until such time as such Lender makes its required payment, the Administrative Agent shall be deemed to continue to have outstanding Agent Advances in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Administrative Agent to fund the amount of such Lender’s participation interest in such Agent Advances that such Lender failed to fund pursuant to this Section 2.5 , until such amount has been purchased in full.

                Section 2.6 [Reserved] .

                Section 2.7 Funding of Borrowings .

          (a) Each Lender will make available each Loan to be made by it hereunder on the proposed date thereof by wire transfer in immediately available funds by noon (Atlanta, Georgia time) to the Administrative Agent at the Payment Office; provided , that the Swingline Loans will be made as set forth in Section 2.4 . The Administrative Agent will make such

Loans available to the Borrowers by promptly crediting the amounts that it receives, in like funds by the close of business on such proposed date, to an account maintained by the Borrowers with the Administrative Agent or at the Borrowers’ option, by effecting a wire transfer of such amounts to an account designated by the Borrowers to the Administrative Agent.

          (b) Unless the Administrative Agent shall have been notified by any Lender prior to 5:00 p.m. (Atlanta, Georgia time) one (1) Business Day prior to the date of a Borrowing in which such Lender is to participate that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date, and the Administrative Agent, in reliance on such assumption, may make available to the Borrowers on such date a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of such Borrowing, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest at the Federal Funds Rate until the second Business Day after such demand and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrowers, and the Borrowers (to the extent they received such amount) shall pay such corresponding amount to the Administrative Agent within 3 Business Days together with interest at the rate specified for such Borrowing (but without any amounts being due under Section 2.20 ). Nothing in this subsection shall be deemed to relieve any Lender from its obligation to fund its Pro Rata Share of any Borrowing hereunder or to prejudice any rights which the Borrowers may have against any Lender as a result of any default by such Lender hereunder.

          (c) All Revolving Borrowings shall be made by the Lenders on the basis of their respective Pro Rata Shares. No Lender shall be responsible for any default by any other Lender in its obligations hereunder, and each Lender shall be obligated to make its Loans provided to be made by it hereunder, regardless of the failure of any other Lender to make its Loans hereunder.

                Section 2.8 Interest Elections .

          (a) Each Borrowing initially shall be of the Type specified in the applicable Notice of Borrowing, and in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Notice of Borrowing. Thereafter, the Borrowers may elect to convert such Borrowing into a different Type or to continue such Borrowing, and in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.8 . The Borrowers may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Borrowings, which may not be converted or continued.

          (b) To make an election pursuant to this Section 2.8 , the Borrowers shall give the Administrative Agent prior written notice (or telephonic notice promptly confirmed in

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writing) of each Borrowing substantially in the form of Exhibit 2.8 attached hereto (a “ Notice of Conversion/Continuation ”) that is to be converted or continued, as the case may be, (x) prior to noon (Atlanta, Georgia time) one (1) Business Day prior to the requested date of a conversion into a Base Rate Borrowing and (y) prior to noon (Atlanta, Georgia time) three (3) Business Days prior to a continuation of or conversion into a Eurodollar Borrowing. Each such Notice of Conversion/Continuation shall be irrevocable and shall specify (i) the Borrowing to which such Notice of Continuation/Conversion applies and if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Notice of Continuation/Conversion, which shall be a Business Day, (iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a Eurodollar Borrowing; and (iv) if the resulting Borrowing is to be a Eurodollar Borrowing, the Interest Period applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of “Interest Period”. If any such Notice of Continuation/Conversion requests a Eurodollar Borrowing but does not specify an Interest Period, the Borrowers shall be deemed to have selected an Interest Period of one month. The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for Eurodollar Borrowings and Base Rate Borrowings set forth in Section 2.3 .

          (c) If, on the expiration of any Interest Period in respect of any Eurodollar Borrowing, the Borrowers shall have failed to deliver a Notice of Conversion/ Continuation, then, unless such Borrowing is repaid as provided herein, the Borrowers shall be deemed to have elected to convert such Borrowing to a Base Rate Borrowing. No Borrowing may be converted into, or continued as, a Eurodollar Borrowing if an Event of Default has occurred and is continuing, unless the Administrative Agent and each of the Lenders shall have otherwise consented in writing. No conversion of any Eurodollar Loans shall be permitted except on the last day of the Interest Period in respect thereof.

          (d) Upon receipt of any Notice of Conversion/Continuation, the Administrative Agent shall promptly notify each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

                Section 2.9 Optional Reduction and Termination of Commitments .

          (a) Unless previously terminated, all Revolving Commitments, Swingline Commitments and LC Commitments shall terminate on the Revolving Commitment Termination Date.

          (b) Upon at least three (3) Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent (which notice shall be irrevocable) at any time after April 30, 2006, the Borrowers may reduce the Aggregate Revolving Commitments in part; provided , that (i) any partial reduction shall apply to reduce proportionately and permanently the Revolving Commitment of each Lender, (ii) any partial reduction pursuant to this Section 2.9 shall be in an amount of at least $20,000,000 and any larger multiple of $1,000,000, and (iii) no such reduction shall be permitted which would

reduce the Aggregate Revolving Commitment Amount to an amount less than the outstanding Revolving Credit Exposures of all Lenders. Any such reduction in the Aggregate Revolving Commitment Amount below the sum of the principal amount of the Swingline Commitment and the LC Commitment shall result in a proportionate reduction (rounded to the next lowest integral multiple of $100,000) in the Swingline Commitment and the LC Commitment.

          (c) Upon at least three (3) Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent (which notice shall be irrevocable) the Borrowers may terminate the Aggregate Revolving Commitments in whole.

                Section 2.10 Repayment of Loans .

          (a) The outstanding principal amount of all Revolving Loans shall be due and payable (together with accrued and unpaid interest thereon) on the Revolving Commitment Termination Date.

          (b) The principal amount of each Swingline Borrowing shall be due and payable (together with accrued and unpaid interest thereon) on the Revolving Commitment Termination Date.

                Section 2.11 Evidence of Indebtedness .

          (a) Each Lender shall maintain in accordance with its usual practice appropriate records evidencing the Indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable thereon and paid to such Lender from time to time under this Agreement. The Administrative Agent shall maintain appropriate records in which shall be recorded (i) the Revolving Commitment of each Lender, (ii) the amount of each Loan made hereunder by each Lender, the Class and Type thereof and the Interest Period applicable thereto, (iii) the date of each continuation thereof pursuant to Section 2.8 , (iv) the date of each conversion of all or a portion thereof to another Type pursuant to Section 2.8 , (v) the date and amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder in respect of such Loans and (vi) both the date and amount of any sum received by the Administrative Agent hereunder from the Borrowers in respect of the Loans and each Lender’s Pro Rata Share thereof. The entries made in such records shall be prima facie evidence of the existence and amounts of the obligations of the Borrowers therein recorded; provided, that the failure or delay of any Lender or the Administrative Agent in maintaining or making entries into any such record or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans (both principal and unpaid accrued interest) of such Lender in accordance with the terms of this Agreement.

          (b) At the request of any Lender (including the Swingline Lender) at any time, the Borrowers agree that they will execute and deliver to such Lender a Revolving Credit Note and, in the case of the Swingline Lender only, a Swingline Note, payable to the order of such Lender.

                Section 2.12 Optional Prepayments . The Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without

premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than (i) in the case of prepayment of any Eurodollar Borrowing, noon (Atlanta, Georgia time) not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, not less than one Business Day prior to the date of such prepayment, and (iii) in the case of Swingline Borrowings, prior to noon (Atlanta, Georgia time) on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.14(e ); provided , that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, no such prepayment shall be in an amount of less than $500,000 and the Borrowers shall also pay all amounts required pursuant to Section 2.20 with respect thereto. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.2 or in the case of a Swingline Loan pursuant to Section 2.4 . Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing.

                Section 2.13 Mandatory Prepayments .

          (a) Immediately upon receipt by the Borrowers or any of their Subsidiaries of proceeds of any sale or disposition by the Borrowers or such Subsidiary of any of its assets (excluding (i) sales of inventory in the ordinary course of business, including all sales and transfers of Petroleum Products under the Marketing Agreement , (ii) sales of obsolete equipment, (iii) sales of assets the proceeds of which are invested into the businesses of the Borrowers and their Subsidiaries within 180 days after such assets are sold and (iv) so long as no Event of Default has occurred and is continuing, other sales of assets of the Borrowers or any of their Subsidiaries with an aggregate book value not to exceed $1,000,000 in any Fiscal Year) the Borrowers shall prepay the Loans in an amount equal to all such proceeds, net of commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by such Borrowers in connection therewith (in each case, paid to non-Affiliates). Any such prepayment shall be applied in accordance with paragraph (c) below.

          (b) If the Borrowers or any of their Subsidiaries issues any debt or equity securities (other than Indebtedness permitted under Section 7.1 , equity securities issued by a Subsidiary of a Borrower to another Borrower or another Subsidiary) then no later than the Business Day following the date of receipt of the proceeds thereof, the Borrowers shall prepay the Loans in an amount equal to all such proceeds, net of underwriting discounts and commissions and other reasonable costs paid to non-Affiliates in connection therewith. Any such prepayment shall be applied in accordance with Section 2.13(c) .

          (c) Any prepayments made by the Borrowers pursuant to Sections 2.13(a) or (b) above shall be applied as follows: first , to Administrative Agent’s fees and reimbursable

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expenses then due and payable pursuant to any of the Loan Documents; second , to all other fees and reimbursable expenses of the Lenders and the Issuing Bank then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Bank based on their respective Pro Rata Shares of such fees and expenses; third , to interest then due and payable on the Loans made to Borrowers, pro rata to the Lenders based on their respective Revolving Commitments; fourth , to the principal balance of the Swingline Loans, until the same shall have been paid in full, to the Swingline Lender; fifth , to the principal balance of the Revolving Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Commitments; sixth , to cash collateralize the Letters of Credit in accordance with Section 2.23(g) in an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid fees thereon and seventh , to the Cash Collateral Account