ASSET PURCHASE AGREEMENT

(El Dorado Rail Offloading Facility)

among

LION OIL COMPANY

and

LION OIL TRADING & TRANSPORTATION, LLC

as Sellers

and

DELEK LOGISTICS OPERATING, LLC

as Buyer

and, solely for purposes of Article VIII and Section 9.2 ,

DELEK US HOLDINGS, INC.

as Guarantor

Dated as of March 31, 2015

TABLE OF CONTENTS

Schedules :

Schedule 2.2(a)    —    Rail Offloading Facility

Schedule 2.2(d)    —    Third Party Claims

ASSET PURCHASE AGREEMENT

(El Dorado Rail Offloading Facility)

THIS ASSET PURCHASE AGREEMENT (this “ Agreement ”) dated as of March 31, 2015, is made and entered into by and among Lion Oil Company, an Arkansas corporation “ Lion ”), Lion Oil Trading & Transportation, LLC, a Texas limited liability company (“ LOTT ”), Delek Logistics Operating, LLC, a Delaware limited liability company (the “ Buyer ”) and, solely for purposes of Article VIII and Section 9.2 , Delek US Holdings, Inc., a Delaware corporation (“ Delek US ”). LOTT and Lion are each sometimes referred to in this Agreement as a “ Seller ” and collectively the “ Sellers. ”) Each of the Sellers and the Buyer are sometimes referred to in this Agreement as a “ Party ” and collectively as the “ Parties .”

WHEREAS, Lion is the owner of a refinery and other related assets near El Dorado, Arkansas (the “ El Dorado Refinery ”);

WHEREAS, Buyer wishes to purchase certain assets associated with and adjacent to the El Dorado Refinery; and

WHEREAS, the Parties wish to amend certain provisions of the Omnibus Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth herein and in the Restated Omnibus Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I
DEFINED TERMS

1.1      Defined Terms . Unless the context expressly requires otherwise, the respective terms defined in this Section 1.1 shall, when used in this Agreement, have the respective meanings herein specified, with each such definition to be equally applicable both to the singular and the plural forms of the term so defined.

“ Action ” means any claim, action, suit, investigation, inquiry, proceeding, condemnation or audit by or before any court or other Governmental Authority or any arbitration proceeding.

“ Affiliate ” means, with to respect to а specified Person, any other Person controlling, controlled by or under common control with that first Person. As used in this definition, the term “control” includes (i) with respect to any Person having voting securities or the equivalent and elected directors, managers or Persons performing similar functions, the ownership of or power to vote, directly or indirectly, voting securities or the equivalent representing 50% or more of the power to vote in the election of directors, managers or Persons performing similar functions, (ii) ownership of 50% or more of the equity or equivalent interest in any Person and (iii) the ability to direct the business and affairs of any Person by acting as a general partner, manager or otherwise. Notwithstanding the foregoing, for purposes of this Agreement, Delek US and its subsidiaries (other than the General Partner and the Partnership and its subsidiaries), including the Sellers, on the one

hand, and the General Partner and the Partnership and its subsidiaries, including the Buyer, on the other hand, shall not be considered Affiliates of each other.

“ Agreement ” has the meaning set forth in the preamble.

“ Amended and Restated Secondment Agreement ” has the meaning set forth in Section 3.2(g) .

“ Ancillary Documents ” means, collectively, the Buyer Ancillary Documents and the Seller Ancillary Documents.

“ Applicable Law ” means any applicable statute, law, regulation, ordinance, rule, judgment, rule of law, decree, Permit, requirement, or other governmental restriction or any similar form of decision of, or any provision or condition issued under any of the foregoing by, or any determination by any Governmental Authority having or asserting jurisdiction over the matter or matters in question, whether now or hereafter in effect and in each case as amended (including, without limitation, all of the terms and provisions of the common law of such Governmental Authority), as interpreted and enforced at the time in question, including Environmental Law.

“ Bill of Sale ” has the meaning set forth in Section 3.2(b) .

“ Books and Records ” has the meaning set forth in Section 2.2(b) .

“ Business Day ” means any day, other than Saturday or Sunday, on which banks are open for business in Nashville, Tennessee.

“ Buyer ” has the meaning set forth in the preamble.

“ Buyer Ancillary Documents ” means each agreement, document, instrument or certificate to be delivered by the Buyer, or its Affiliates, at the Closing pursuant to Section 3.3 hereof and each other document or Contract entered into by the Buyer, or its Affiliates, in connection with this Agreement or the Closing.

“ Buyer Indemnified Costs ” means (a) any and all damages, losses, Claims, liabilities, demands, charges, suits, penalties, costs, and expenses (including court costs and reasonable attorneys’ fees and expenses incurred in investigating and preparing for any litigation or proceeding) that the Buyer Indemnified Parties incur and that arise out of or relate to (x) any breach of a representation, warranty or covenant of either of the Sellers under this Agreement, (y) any Specified Title Matters or (z) any Excluded Liability, and (b) any and all Actions, Claims, assessments, judgments, costs, and expenses, including reasonable legal fees and expenses, incident to any of the foregoing. Notwithstanding anything in the foregoing to the contrary, Buyer Indemnified Costs shall exclude any and all Special Damages (other than (1) those that are a result of (x) a third-party claim for Special Damages, (y) the gross negligence or willful misconduct of either of the Sellers or (z) the failure of either of the Sellers to perform its obligations under Section 6.6 and (2) Special Damages (excluding punitive damages) arising out of any Specified Title Matter not otherwise provided for in clause (1)(x) above).

“ Buyer Indemnified Parties ” means Buyer and its Affiliates, including the Partnership, and their respective officers, directors, partners, managers, employees, consultants and Affiliated equity holders.

“ Claim ” means any existing or threatened future claim, demand, suit, action, investigation, proceeding, governmental action, condemnation, audit or cause of action of any kind or character (in each case, whether civil, criminal, investigative or administrative), known or unknown, under any theory, including those based on theories of contract, tort, statutory liability, strict liability, employer liability, premises liability, products liability, breach of warranty or malpractice.

“ Claimant ” has the meaning set forth in Section 9.5 .

“ Closing ” has the meaning set forth in Section 3.1 .

“ Closing Date ” has the meaning set forth in Section 3.1 .

“ Confidential Information ” means all information, documents, records and data that a Party furnishes or otherwise discloses to the other Party (including any such items furnished prior to the execution of this Agreement), together with all analyses, compilations, studies, memoranda, notes or other documents, records or data (in whatever form maintained, whether documentary, computer or other electronic storage or otherwise) prepared by the receiving Party which contain or otherwise reflect or are generated from such information, documents, records and data; provided, however , that the term “ Confidential Information ” does not include any information that (a) at the time of disclosure or thereafter is or becomes generally available to or known by the public (other than as a result of a disclosure by the receiving Party), (b) is developed by the receiving Party without reliance on any Confidential Information or (c) is or was available to the receiving Party on a nonconfidential basis from a source other than the disclosing Party that, insofar as is known to the receiving Party after reasonable inquiry, is not prohibited from transmitting the information to the recipient by a contractual, legal or fiduciary obligation to the disclosing Party.

“ Consents ” means all notices to, authorizations, consents, Orders or approvals of, or registrations, declarations or filings with, or expiration of waiting periods imposed by, any Governmental Authority, and any notices to, consents or approvals of any other third party, in each case that are required by Applicable Law or by Contract in order to consummate the transactions contemplated by this Agreement and the Ancillary Documents.

“ Contract ” means any written contract, agreement, indenture, instrument, note, bond, loan, lease, mortgage, franchise, license agreement, purchase order, binding bid or offer, binding term sheet or letter of intent or memorandum, commitment, letter of credit or any other legally binding arrangement, including any amendments or modifications thereof and waivers relating thereto.

“ Delayed Asset ” has the meaning set forth in Section 6.8(a) .

“ Delek US ” has the meaning set forth in the preamble.

“ Dispute ” means any and all disputes, Claims, controversies and other matters in question between any Seller, on the one hand, and the Buyer, on the other hand, arising out of or relating to this Agreement or the alleged breach hereof, or in any way relating to the subject matter of this Agreement regardless of whether (a) allegedly extra-contractual in nature, (b) sounding in contract, tort or otherwise, (c) provided for by Applicable Law or otherwise or (d) seeking damages or any other relief, whether at law, in equity or otherwise.

“ Effective Time ” has the meaning set forth in Section 3.1 .

“ El Dorado Refinery ” has the meaning set forth in the recitals.

“ Encumbrance ” means any mortgage, pledge, charge, hypothecation, claim, easement, right of purchase, security interest, deed of trust, conditional sales agreement, encumbrance, interest, option, lien, right of first refusal, right of way, defect in title, encroachments or other restriction, whether or not imposed by operation of Applicable Law, any voting trust or voting agreement, stockholder agreement or proxy.

“ Environmental Consent Decree ” has the meaning set forth in Section 5.6 .

“ Environmental Law ” means all federal, state, and local laws, statutes, rules, regulations, orders, judgments, ordinances, codes, injunctions, decrees, Environmental Permits and other legally enforceable requirements and rules of common law now or hereafter in effect, relating to pollution or protection of human health and the environment including, without limitation, the federal Comprehensive Environmental Response, Compensation, and Liability Act, the Superfund Amendments Reauthorization Act, the Resource Conservation and Recovery Act, the Clean Air Act, the Federal Water Pollution Control Act, the Toxic Substances Control Act, the Oil Pollution Act, the Safe Drinking Water Act, the Hazardous Materials Transportation Act, and other similar federal, state or local environmental conservation and protection laws, each as amended from time to time.

“ Environmental Permit ” means any Permit, approval, identification number, license, registration, consent, exemption, variance or other authorization required under or issued pursuant to any applicable Environmental Law.

“ Excluded Assets ” has the meaning set forth in Section 2.3 .

“ Excluded Liabilities ” has the meaning set forth in Section 2.4 .

“ Fundamental Representations ” has the meaning set forth in Section 7.4(a) .

“ General Partner ” means Delek Logistics GP, LLC, a Delaware limited liability company.

“ Governmental Authority ” means any federal, state, local or foreign government or any provincial, departmental or other political subdivision thereof, or any entity, body or authority exercising executive, legislative, judicial, regulatory, administrative or other governmental functions or any court, department, commission, board, bureau, agency, instrumentality or administrative body of any of the foregoing.

“ Indemnified Costs ” means the Buyer Indemnified Costs and the Seller Indemnified Costs, as applicable.

“ Indemnified Party ” means the Buyer Indemnified Parties and the Seller Indemnified Parties.

“ Indemnifying Party ” has the meaning set forth in Section 7.2 .

“ Lease and Access Agreement ” has the meaning set forth in Section 3.2(a) .

“ Lion ” has the meaning set forth in the preamble.

“ LOTT ” has the meaning set forth in the preamble.

“ Material Adverse Effect ” means any material adverse change, circumstance, effect or condition in or relating to the Transferred Assets or the assets, financial condition, results of operations, or business of any Person or that materially impedes the ability of any Person to consummate the transactions contemplated hereby, other than any change, circumstance, effect or condition in the refining or pipelines industries generally (including any change in the prices of crude oil, natural gas, natural gas liquids, feedstocks or refined products or other hydrocarbon products, industry margins or any regulatory changes or changes in Applicable Law) or in United States or global economic conditions or financial markets in general. Any determination as to whether any change, circumstance, effect or condition has a Material Adverse Effect shall be made only after taking into account all effective insurance coverages and effective third-party indemnifications with respect to such change, circumstance, effect or condition.

“ North Rack Parcel ” means that portion of the Premises (as such term is defined in the Lease and Access Agreement) upon which the crude oil offloading rack identified on Exhibit A-1 attached hereto and such other property utilized in connection with the operation therewith is situated.

“ Omnibus Agreement ” means that certain Third Amended and Restated Omnibus Agreement entered into and effective as of March 31, 2015, by and among Delek US, Delek Refining, Ltd., Lion, the Partnership, Paline Pipeline Company, LLC, SALA Gathering Systems, LLC, Magnolia Pipeline Company, LLC, El Dorado Pipeline Company, LLC, Delek Crude Logistics, LLC, Delek Marketing-Big Sandy, LLC, Delek Marketing & Supply, LP, DKL Transportation, LLC, the Buyer and the General Partner.

“ Order ” means any order, writ, injunction, decree, compliance or consent order or decree, settlement agreement, schedule and similar binding legal agreement issued by or entered into with a Governmental Authority.

“ Partnership ” means Delek Logistics Partners, LP, a Delaware limited partnership.

“ Party ” and “ Parties ” have the meanings set forth in the preamble.

“ Permits ” means all permits, licenses, sublicenses, certificates, approvals, consents, notices, waivers, variances, franchises, registrations, orders, filings, accreditations, or other similar authorizations, including pending applications or filings therefor and renewals thereof, required by any Applicable Law or Governmental Authority or granted by any Governmental Authority that are related to the Transferred Asset.

“ Permitted Encumbrances ” means (a) liens for taxes not yet due and payable; (b) 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; (c) liens securing rental, storage, throughput, handling or other fees or charges owing from time to time to common carriers, solely to the extent of such fees or charges ; and (d) any easement, right-of-way or right of access with respect to the rail lines serving the Rail Offloading Facility or the operation of locomotives and rail cars on such rail lines.

“ Person ” means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, Governmental Authority or other entity.

“ Purchase Price ” has the meaning set forth in Section 2.5(a) .

“ Rail Offloading Agreement ” has the meaning set forth in Section 3.2(c) .

“ Rail Offloading Facility ” has the meaning set forth in Section 2.2(a) .

“ Receiving Party Personnel ” has the meaning set forth in Section 9.6(d) .

“ Respondent ” has the meaning set forth in Section 9.5 .

“ Restated Omnibus Agreement ” means the Omnibus Agreement, as amended by the Restated Omnibus Agreement Schedules, as further amended, supplemented or restated from time to time.

“ Restated Omnibus Agreement Schedules ” has the meaning set forth in Section 3.2(d) .

“ Right of Way Agreement ” has the meaning set forth in Section 3.2(f) .

“ Seller ” and “ Sellers ” have the meaning set forth in the preamble.

“ Seller Ancillary Documents ” means each agreement, document, instrument or certificate to be delivered by any of the Sellers, or their Affiliates, at the Closing pursuant to Section 3.2 hereof and each other document or Contract entered into by any of the Sellers, or their Affiliates, in connection with this Agreement or the Closing.

“ Seller Indemnified Costs ” means (a) any and all damages, losses, Claims, liabilities, demands, charges, suits, penalties, costs, and expenses (including court costs and reasonable attorneys’ fees and expenses incurred in investigating and preparing for any litigation or proceeding) that the Seller Indemnified Parties incur and that arise out of or relate to any breach of a representation, warranty or covenant of Buyer under this Agreement, and (b) any and all Actions,

Claims, assessments, judgments, costs, and expenses, including reasonable legal fees and expenses, incident to any of the foregoing. Notwithstanding anything in the foregoing to the contrary, Seller Indemnified Costs shall exclude any and all Special Damages (other than those that are a result of (x) a third-party claim for Special Damages or (y) the gross negligence or willful misconduct of Buyer).

“ Seller Indemnified Parties ” means the Sellers and their Affiliates, including Delek US, and their respective officers, directors, partners, managers, employees, consultants and Affiliated equity holders.

“ Site Services Agreement ” has the meaning set forth in Section 3.2(e) .

“ South Rack Parcel ” means that portion of the Premises (as such term is defined in the Lease and Access Agreement) upon which the crude oil offloading rack identified on Exhibit A-2 attached hereto and such other property utilized in connection with the operation therewith is situated.

“ Special Damages ” means any consequential, punitive, special, incidental or exemplary damages, or for loss of profits or revenues.

“ Specified Title Matters ” means (i) any defect in the Sellers’ actual right, whether by contract, easement or common law, to occupy, use and possess the North Rack Parcel or the South Rack Parcel in connection with the Rail Offloading Facility as contemplated by the Lease and Access Agreement or the Rail Offloading Agreement, (ii) any liability for non-performance of any obligation under any lien or access agreement with respect to the North Rack Parcel or the South Rack Parcel to the extent written notice of such obligation was not previously provided to the Buyer by the Sellers and (iii) any amounts payable in connection with the continued use of the North Rack Parcel or the South Rack Parcel before or after the Closing.

“ third-party action ” has the meaning set forth in Section 7.2 .

“ Transferred Assets ” has the meaning set forth in Section 2.2 .

ARTICLE II
TRANSFER OF ASSETS AND AGGREGATE CONSIDERATION

2.1      Sale of Assets . Subject to all of the terms and conditions of this Agreement, each Seller hereby sells, assigns, transfers and conveys to the Buyer, and the Buyer hereby purchases and acquires from the Sellers, the Transferred Assets, free and clear of all Encumbrances, other than Permitted Encumbrances.

2.2      Transferred Assets . For purposes of this Agreement, the term “ Transferred Assets ” shall mean the following assets, properties and rights of the Sellers, other than the Excluded Assets:

(a)      all of the right, title and interest of the Sellers to the rail offloading facility, including two crude oil offloading racks at the El Dorado Refinery, which racks are designed to receive up to 25,000 bpd of light crude oil or 12,000 bpd of heavy crude oil delivered by rail to the

El Dorado Refinery (together with all pumps, piping and other ancillary equipment owned by the Sellers necessary to allow for the direct offloading of crude oil, and gates and fencing associated with the facility, as well as certain other related assets and properties that are either located on the same parcels of real estate as those assets and properties or used in connection therewith, including the rights of the Sellers under any lease, right-of-way agreement, easement or similar agreement with respect to the North Rack Parcel or the South Rack Parcel in existence on the date hereof, and used in connection with the ownership and operation of any of the other assets and properties described above), which assets include the assets listed in detail on Schedule 2.2(a) to this Agreement, the “ Rail Offloading Facility ”);

(b)      all of the records and files related to the operation of the Transferred Assets, including, plans, drawings, instruction manuals, operating and technical data and records, whether computerized or hard copy, tax files, books, records, tax returns and tax work papers, supplier lists, reference catalogs, surveys, engineering statements, maintenance records and studies, environmental records, environmental reporting information, emission data, testing and sampling data and procedures, data related to the Rail Offloading Facility associated with construction, inspection and operating records, any and all information necessary to meet compliance obligations with respect to Environmental Laws and any other Applicable Laws, in each case related to the Transferred Assets and existing as of the Closing Date (the “ Books and Records ”);

(c)      all of the right, title and interest of the Sellers, if any, in and to unexpired warranties and guarantees from third parties that are not Affiliates of the Sellers to the extent related to the Transferred Assets, including warranties set forth in any equipment purchase agreement, construction agreement, lease agreement, consulting agreement or agreement for architectural or engineering services, it being understood that nothing in this paragraph shall be construed as a representation by any Seller that any such warranty remains in effect or is enforceable; and

(d)      all Claims and similar rights against third parties that are not Affiliates of any Seller (including indemnification and contribution) to the extent related to (i) the ownership or operation of the Transferred Assets after the Effective Time or (ii) any damage to the Transferred Assets not repaired prior to the Effective Time, or any portion thereof, if any, including those set forth on Schedule 2.2(d) and including any claims for refunds, prepayments, offsets, recoupment, condemnation awards, judgments and the like, whether received as payment or credit against future liabilities, in each case to the extent related to the matters covered by clauses (i) or (ii) above.

2.3      Excluded Assets . The Transferred Assets shall not include, and the Sellers reserve and retain all right, title and interest in and to the following (collectively, the “ Excluded Assets ”):

(a)      all real property, including all real property subject to the Lease and Access Agreement;

(b)      all rail tracks owned by the Sellers, if any;

(c)      all inventory, including raw materials, intermediates, products, byproducts and wastes that is located at the Rail Offloading Facility at or prior to the Effective Time;

(d)      other than as provided in the Restated Omnibus Agreement, the rights of the Sellers to the name “Delek,” “Lion,” “LOTT” or any related or similar trade names, trademarks, service marks, corporate names or logos, or any part, derivative or combination thereof;

(e)      all of the Sellers’ and any of their Affiliates’ right, title and interest in and to all accounts receivable and all notes, bonds, and other evidences of indebtedness of and rights to receive payments arising out of sales, services, rentals and other activities occurring in connection with and attributable to the ownership or operation of the Transferred Assets prior to the Effective Time and the security arrangements, if any, related thereto, including any rights with respect to any third party collection procedures or any other actions or proceedings in connection therewith;

(f)      all rights, titles, claims and interests of the Sellers or any of their Affiliates (i) under any policy or agreement of insurance, (ii) under any bond, (iii) to or under any condemnation damages or awards in regard to any taking or (iv) to any insurance or bond proceeds; and

(g)      all Claims and similar rights in favor of any Seller or any of their Affiliates of any kind to the extent relating to (i) the Excluded Assets or (ii) the ownership of the Transferred Assets prior to the Effective Time (other than any damage to the Transferred Assets not repaired prior to the Effective Time).

2.4      No Assumption of Liabilities . Except as expressly set forth herein, or in the Ancillary Documents, the Buyer shall not assume or become obligated with respect to any obligation or liability of any Seller and their Affiliates of any nature whatsoever as a result of the transactions contemplated by this Agreement, including any payment obligations of the Sellers due in respect of Permitted Encumbrances (all such obligations or liabilities of any Seller and their Affiliates not expressly so assumed by the Buyer, collectively, the “ Excluded Liabilities ”).

2.5      Consideration .

(a)      The aggregate consideration to be paid by the Buyer for the Transferred Assets shall be $42,478,029 (the “ Purchase Price ”).

(b)      The Purchase Price shall be paid at the Closing by wire transfer of immediately available funds to the accounts specified by the Sellers.

ARTICLE III
CLOSING

3.1      Closing . The closing of the transactions contemplated hereby (the “ Closing ”) shall take place simultaneously with the execution of this Agreement. The date of the Closing is referred to herein as the “ Closing Date ” and the Closing is deemed to be effective as of 12:01 a.m., Nashville, Tennessee time, on the Closing Date (the “ Effective Time ”).

3.2      Deliveries by the Sellers . At the Closing, the Sellers shall deliver, or cause to be delivered, to the Buyer the following:

(a)      A counterpart to a lease and access agreement in the form mutually agreed upon by Lion and the Buyer (the “ Lease and Access Agreement ”), duly executed by Lion.

(b)      A bill of sale and assignment in the form mutually agreed upon by the Parties (the “ Bill of Sale ”), duly executed by the Sellers.

(c)      A counterpart of a rail offloading agreement in the form mutually agreed upon by the Parties (the “ Rail Offloading Agreement ”), duly executed by the Sellers.

(d)      A counterpart of an amended and restated set of schedules to the Omnibus Agreement in the form mutually agreed upon by the Parties (the “ Restated Omnibus Agreement Schedules ”), duly executed by Delek US and each applicable subsidiary of Delek US (excluding the General Partner, the Buyer and the Partnership and its subsidiaries).

(e)      A counterpart of an amended and restated site services agreement in the form mutually agreed upon by Lion and the Buyer (the “ Site Services Agreement ”), duly executed by Lion.

(f)      A counterpart to a right of way agreement in the form mutually agreed upon by the Parties (the “ Right of Way Agreement ”), duly executed by Lion.

(g)      A counterpart to a secondment agreement in the form mutually agreed upon by the Parties (the “ Amended and Restated Secondment Agreement ”), duly executed by Lion.

(h)      Evidence in form and substance reasonably satisfactory to the Buyer of the release and termination of all Encumbrances on the Transferred Assets, other than Permitted Encumbrances.

3.3      Deliveries by the Buyer . At the Closing, the Buyer shall deliver, or cause to be delivered, to the Sellers the following:

(a)      The Purchase Price as provided in Section 2.5(a) .

(b)      A counterpart to the Lease and Access Agreement, duly executed by the Buyer.

(c)      A counterpart to the Rail Offloading Agreement, duly executed by the Buyer.

(d)      A counterpart of the Restated Omnibus Agreement Schedules, duly executed by the General Partner, the Buyer and the Partnership and its subsidiaries.

(e)      A counterpart to the Site Services Agreement, duly executed by the Buyer.

(f)      A counterpart to the Right of Way Agreement, duly executed by the Buyer.

(g)      A counterpart to the Bill of Sale, duly executed by the Buyer.

(h)      A counterpart to the Amended and Restated Secondment Agreement, duly executed by the General Partner.

3.4      Prorations . On the Closing Date, or as promptly as practicable following the Closing Date, but in no event later than 60 calendar days thereafter, the personal property taxes with respect to the Transferred Assets shall be prorated between the Buyer, on the one hand, and the Sellers, on the other hand, effective as of the Effective Time with the Sellers being responsible for amounts related to the period prior to but excluding the Effective Time and the Buyer being responsible for amounts related to the period at and after the Effective Time. If the final property tax rate or final assessed value for the current tax year is not established by the Closing Date, the prorations shall be made on the basis of the rate or assessed value in effect for the preceding tax year and shall be adjusted when the exact amounts are determined. All such prorations shall be based upon the most recent available assessed value available prior to the Closing Date.

3.5      Reimbursement . If the Buyer, on the one hand, or the Sellers, on the other hand, pays any tax agreed to be borne by the other Party under this Agreement, such other Party shall promptly reimburse the paying Party for the amounts so paid. If any Party receives any tax refund or credit applicable to a tax paid by another Party hereunder, the receiving Party shall promptly pay such amounts to the Party entitled thereto.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE SELLERS

The Sellers, jointly and severally, hereby represent and warrant to the Buyer that as of the date of this Agreement:

4.1      Organization . Lion is a corporation duly organized and validly existing, under the Applicable Laws of the State of Arkansas. LOTT is a limited liability company, validly existing and in good standing under the Applicable Laws of the State of Texas. Each Seller is duly authorized to conduct business and is in good standing under the Applicable Laws of each jurisdiction where such qualification is required, except where the lack of such qualification would not have a Material Adverse Effect. Each Seller has the requisite corporate or limited liability company power, as applicable, and authority necessary to carry on its business and to own and use the Transferred Assets owned or operated by it.

4.2      Authorization . The Sellers have full corporate or limited liability company power, as applicable, and authority to execute, deliver, and perform this Agreement and any Seller Ancillary Documents to which it is a party. The execution, delivery, and performance by each Seller of this Agreement and the Seller Ancillary Documents and the consummation by each Seller of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate or limited liability company action, as applicable, of the Sellers. This Agreement has been duly executed and delivered by the Sellers and constitutes, and each Seller Ancillary Document executed or to be executed by any Seller has been, or when executed will be, duly executed and delivered by such Seller and constitutes, or when executed and delivered will constitute, a valid and legally binding obligation of such Seller, enforceable against it in accordance with their terms, except to the extent that such enforceability may be limited by (a) applicable bankruptcy, insolvency,

reorganization, moratorium, fraudulent conveyance or other similar laws affecting creditors’ rights and remedies generally and (b) equitable principles which may limit the availability of certain equitable remedies (such as specific performance) in certain instances.

4.3      No Conflicts or Violations; No Consents or Approvals Required . The execution, delivery and performance by the Sellers of this Agreement and the Seller Ancillary Documents to which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not, (a) violate, conflict with, or result in any breach of any provision of such Seller’s certificate of incorporation, bylaws, certificate of formation, limited liability company agreement or similar governing documents, (b) violate in any material respect any Applicable Law to which any Seller is subject or to which any Transferred Asset is subject or (c) result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or trigger any rights to payment or other compensation under any Contract (oral or written) to which any Seller is a party or by which it is bound that relates to the Transferred Assets, or that could prevent or materially delay the consummation of the transactions contemplated by this Agreement. No Consents are required in connection with the execution, delivery and performance by any Seller of this Agreement and the Seller Ancillary Documents to which any Seller is a party or the consummation of the transactions contemplated hereby or thereby.

4.4      Absence of Litigation . There is no Action pending or, to the knowledge of any Seller, threatened against the Sellers or any of their Affiliates relating to the transactions contemplated by this Agreement or the Ancillary Documents or the Transferred Assets or which, if adversely determined, would reasonably be expected to materially impair the ability of the Sellers to perform their obligations and agreements under this Agreement or the Seller Ancillary Documents and to consummate the transactions contemplated hereby and thereby.

4.5      Bankruptcy . There are no bankruptcy, reorganization or rearrangement proceedings under any bankruptcy, insolvency, reorganization, moratorium or other similar laws with respect to creditors pending against, being contemplated by, or, to the knowledge of any Seller, threatened, against the Sellers.

4.6      Brokers and Finders . No investment banker, broker, finder, financial advisor or other intermediary has been retained by or is authorized to act on behalf of the Sellers or their Affiliates who is entitled to receive from the Buyer any fee or commission in connection with the transactions contemplated by this Agreement.

4.7      Title to Transferred Assets .

(a)      The Sellers have good and valid title to the Transferred Assets, free and clear of all Encumbrances, other than Permitted Encumbrances.

(b)      There has not been granted to any Person, and no Person possesses, any right of first refusal to purchase any of the Transferred Assets, except pursuant to this Agreement and the Restated Omnibus Agreement.

4.8      Permits . The Sellers have all material Permits necessary for the operation of the Transferred Assets at the location and in the manner operated as of the date hereof. The Sellers are in material compliance with all Permits, all such Permits are in full force and effect, and there is no Action pending or, to the knowledge of the Sellers, threatened before any Governmental Authority that seeks the revocation, cancellation, suspension or adverse modification thereof.

4.9      Condition of Transferred Assets; Sufficiency of Transferred Assets . The Transferred Assets are in good operating condition and repair (normal wear and tear excepted), are free from material defects (patent and latent), are suitable for the purposes for which they are currently used and are not in need of material maintenance or repairs except for ordinary routine maintenance and repairs. The Transferred Assets, together with the rights granted to Buyer pursuant to the Ancillary Documents, constitute all of the assets and rights necessary to conduct the business of the Transferred Assets in a manner consistent with past practice.

4.10      Compliance with Applicable Law . Except where the failure to be in compliance would not have a Material Adverse Effect, with respect to the Transferred Assets, including their operation, the Sellers are and have been in compliance with all, and, to the knowledge of the Sellers, is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of any, Applicable Laws (other than Environmental Laws). To the knowledge of the Sellers, the Sellers have disclosed to the Buyer in writing prior to the execution hereof all investigations or notices of any material violations of any Applicable Laws (other than Environmental Laws) received by the Sellers or their Affiliates related to the Transferred Assets within the last five years.

4.11      Compliance with Environmental Law . Except where the failure to be in compliance would not have a Material Adverse Effect, with respect to the Transferred Assets, including their operation, the Sellers are and have been in compliance with all, and, to the knowledge of the Sellers, is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of any, applicable Environmental Laws. To the knowledge of the Sellers, the Sellers have disclosed to the Buyer in writing prior to the execution hereof all investigations or notices of any material violations of any Environmental Laws received by the Sellers or their Affiliates related to the Transferred Assets within the last five years.

4.12      Conflicts Committee Matters . The projections and budgets provided to the conflicts committee of the board of directors of the General Partner (including those provided to the financial advisor to the conflicts committee) as part of its review in connection with this Agreement and the transactions contemplated hereby were prepared and delivered in good faith and have a reasonable basis and are consistent with the current expectations of the Sellers’ management regarding the Transferred Assets.

4.13      WAIVERS AND DISCLAIMERS . NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE PARTIES IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS AND THE RESTATED OMNIBUS AGREEMENT, THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, DOES NOT MAKE, AND EACH SUCH

PARTY SPECIFICALLY NEGATES AND DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT, REGARDING (I) THE VALUE, NATURE, QUALITY OR CONDITION OF THE TRANSFERRED ASSETS INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF THE TRANSFERRED ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS SUBSTANCES OR OTHER MATTERS ON THE TRANSFERRED ASSETS, (II) THE INCOME TO BE DERIVED FROM THE TRANSFERRED ASSETS, (III) THE SUITABILITY OF THE TRANSFERRED ASSETS FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED THEREON, (IV) THE COMPLIANCE OF OR BY THE TRANSFERRED ASSETS OR THEIR OPERATION WITH ANY APPLICABLE LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (V) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE TRANSFERRED ASSETS. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE RESTATED OMNIBUS AGREEMENT, NONE OF THE PARTIES IS LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE TRANSFERRED ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE RESTATED OMNIBUS AGREEMENT, EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TRANSFER AND CONVEYANCE OF THE TRANSFERRED ASSETS SHALL BE MADE IN AN “AS IS,” “WHERE IS” CONDITION WITH ALL FAULTS, AND THE TRANSFERRED ASSETS ARE TRANSFERRED AND CONVEYED SUBJECT TO ALL OF THE MATTERS CONTAINED IN THIS SECTION 4.13 . THIS SECTION 4.13 SHALL SURVIVE THE TRANSFER AND CONVEYANCE OF THE TRANSFERRED ASSETS OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 4.13 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE TRANSFERRED ASSETS THAT MAY ARISE PURSUANT TO APPLICABLE LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS SET FORTH IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE RESTATED OMNIBUS AGREEMENT.

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE BUYER

The Buyer hereby represents and warrants to the Sellers that as of the date of this Agreement:

5.1      Organization . The Buyer is a limited liability company, validly existing and in good standing under the Applicable Laws of the State of Delaware.

5.2      Authorization . The Buyer has full limited liability company power and authority to execute, deliver, and perform this Agreement and any Buyer Ancillary Documents to which it is a party. The execution, delivery, and performance by the Buyer of this Agreement and the Buyer Ancillary Documents and the consummation by the Buyer of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action of the Buyer. This Agreement has been duly executed and delivered by the Buyer and constitutes, and each Buyer Ancillary Document executed or to be executed the Buyer has been, or when executed will be, duly executed and delivered by the Buyer and constitutes, or when executed and delivered will constitute, a valid and legally binding obligation of the Buyer, enforceable against it in accordance with their terms, except to the extent that such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting creditors’ rights and remedies generally and (b) equitable principles which may limit the availability of certain equitable remedies (such as specific performance) in certain instances.

5.3      No Conflicts or Violations; No Consents or Approvals Required . The execution, delivery and performance by the Buyer of this Agreement and the Buyer Ancillary Documents to which it is a party does not, and consummation of the transactions contemplated hereby and thereby will not, (a) violate, conflict with, or result in any breach of any provisions of the Buyer’s certificate of formation or limited liability company agreement, (b) violate in any material respect any Applicable Law to which the Buyer is subject or (c) result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or trigger any rights to payment or other compensation under any Contract to which the Buyer is a party or by which it is bound that could prevent or materially delay the consummation of the transactions contemplated by this Agreement. No Consents are required in connection with the execution, delivery and performance by the Buyer of this Agreement and the Buyer Ancillary Documents to which the Buyer is a party or the consummation of the transactions contemplated hereby or thereby.

5.4      Absence of Litigation . There is no Action pending or, to the knowledge of the Buyer, threatened against the Buyer or any of its Affiliates relating to the transactions contemplated by this Agreement or the Ancillary Documents or which, if adversely determined, would reasonably be expected to materially impair the ability of the Buyer to perform its obligations and agreements under this Agreement or the Buyer Ancillary Documents and to consummate the transactions contemplated hereby and thereby.

5.5      Brokers and Finders . No investment banker, broker, finder, financial advisor or other intermediary has been retained by or is authorized to act on behalf of the Buyer or its Affiliates who is entitled to receive from the Seller any fee or commission in connection with the transactions contemplated by this Agreement.

5.6      Environmental Consent Decree . The Buyer acknowledges that it has received notice and a copy of the consent decree entered in United States and State of Arkansas v. Lion Oil Company, Civ. No. 03-1028 (Western District of Arkansas) (the “ Environmental Consent Decree ”). The

Buyer further acknowledges that the Sellers have made no representation as to whether any Transferred Assets are subject to the Environmental Consent Decree.

ARTICLE VI
COVENANTS

6.1      Additional Agreements . Subject to the terms and conditions of this Agreement, the Ancillary Documents and the Restated Omnibus Agreement, each of the Parties shall use its commercially reasonable efforts to do, or cause to be taken all action and to do, or cause to be done, all things necessary, proper, or advisable under Applicable Laws to consummate and make effective the transactions contemplated by this Agreement. If at any time after the Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement, the Parties and their duly authorized representatives shall use commercially reasonable efforts to take all such action.

6.2      Further Assurances . After the Closing, each Party shall take such further actions, including obtaining consents to assignment from third parties, and execute such further documents as may be necessary or reasonably requested by the other Party in order to effectuate the intent of this Agreement and the Ancillary Documents and to provide such other Party with the intended benefits of this Agreement and the Ancillary Documents. Following the Closing, the Buyer and the Sellers agree to remit to the other Party or its Affiliates, as applicable, with reasonable promptness, any payments, rebates, bills or other correspondence received on or in respect of, or otherwise relevant to the other Party or its Affiliates including, with respect to the Buyer, the Transferred Assets or, with respect to the Sellers, the Excluded Assets.

6.3      Cooperation on Tax Matters . Following the Closing Date, the Parties shall cooperate fully with each other and shall make available to the other, as reasonably requested and at the expense of the requesting Party, and to any Governmental Authority responsible for the administration of any tax, all information, records or documents relating to tax liabilities or potential tax liabilities of the Sellers for all periods at or prior to the Effective Time and any information which may be relevant to determining the amount payable under this Agreement, and shall preserve all such information, records and documents at least until the expiration of any applicable statute of limitations or extensions thereof.

6.4      Cooperation for Litigation and Other Actions . Each Party shall cooperate reasonably with the other Party, at the requesting Party’s expense (but including only out-of-pocket expenses to unaffiliated third parties, photocopying and delivery costs and not the costs incurred by any Party for the wages or other benefits paid to its officers, directors or employees), in furnishing reasonably available information, testimony and other assistance in connection with any proceedings, tax audits or other Disputes involving any of the Parties hereto (other than in connection with Disputes between the Parties).

6.5      Retention of and Access to Books and Records .

(a)      As promptly as practicable and in any event before 30 days after the Closing Date, the Sellers will deliver or cause to be delivered to the Buyer, the Books and Records that are in the possession or control of the Sellers or their Affiliates.

(b)      The Buyer agrees to afford the Sellers and their Affiliates and their respective accountants, counsel and other designated individuals, during normal business hours, upon reasonable request, at a mutually agreeable time, full access to and the right to make copies of the Books and Records at no cost to the Sellers or their Affiliates (other than for reasonable out-of-pocket expenses); provided that such access will not be construed to require the disclosure of Books and Records that would cause the waiver of any attorney-client, work product or like privilege; provided, further , that in the event of any litigation, nothing herein shall limit any Party’s rights of discovery under Applicable Law. Without limiting the generality of the preceding sentences, the Buyer agrees to provide the Sellers and their Affiliates reasonable access to and the right to make copies of the Books and Records after the Closing for the purposes of assisting the Sellers and their Affiliates (a) in complying with the Sellers’ obligations under this Agreement, (b) in preparing and delivering any accounting statements provided for under this Agreement and adjusting, prorating and settling the charges and credits provided for in this Agreement, (c) in owning or operating the Excluded Assets, (d) in preparing tax returns, (e) in responding to or disputing any tax audit, (f) in asserting, defending or otherwise dealing with any claim or dispute, known or unknown, under this Agreement or with respect to Excluded Assets or (g) in asserting, defending or otherwise dealing with any third party claim or dispute by or against the Sellers or their Affiliates relating to the Transferred Assets.

6.6      Permits; Certain Real Property .

(a)      During the term of the Rail Offloading Agreement, (i) the Sellers shall maintain all Permits necessary for the operation of the Transferred Assets, and (ii) if the Buyer reasonably determines that it is necessary to transfer any such Permits to the Buyer or its designee, the Sellers shall, at their own expense, take such actions as are necessary to transfer such Permits.

(b)      The Sellers shall use commercially reasonable efforts to obtain, at their own expense, any lease, right-of-way or other agreement, including those with the owner of the South Rack Parcel and those with the owner of the North Rack Parcel, reasonably necessary to permit the Buyer to own and operate (i) the portion of the Rail Offloading Facility located on the South Rack Parcel and any improvement or replacement thereof and (ii) the portion of the Rail Offloading Facility located on the North Rack Parcel, in each case through at least the Term (as defined in the Rail Offloading Agreement).

6.7      Environmental Consent Decree . Upon the Sellers’ request and solely to the extent that any Transferred Asset is subject to the Environmental Consent Decree, the Buyer will execute a modification to the Environmental Consent Decree that makes the Buyer responsible for complying with the terms and conditions of the Environmental Consent Decree as may be required by the United States Environmental Protection Agency with respect to such Transferred Assets. The Parties acknowledge that the prior sentence does not affect the indemnity in Section 3.1(a) of the Restated Omnibus Agreement.

6.8      Delayed Assets .

(a)      Notwithstanding anything herein to the contrary, any Transferred Asset, the assignment, transfer, conveyance or delivery of which to the Buyer without a Consent would

constitute a breach or other contravention of law or the terms of such Transferred Asset (a “ Delayed Asset ”), shall not be assigned, transferred, conveyed or delivered to the Buyer until such time as such Consent is obtained, at which time such Delayed Asset shall be automatically assigned, transferred, conveyed or delivered without further action on the part of the Buyer or the Sellers.

(b)      Until such time as such Consent is obtained, (i) each Party (and its applicable subsidiaries and Affiliates) shall use its commercially reasonable efforts to obtain the relevant Consent; provided , that no Party shall be required to pay any monies or give any other consideration in order to obtain any such Consents, (ii) the Sellers shall endeavor to provide the Buyer with the benefits under each Delayed Asset as if such Delayed Asset had been assigned to the Buyer (including by means of any subcontracting, sublicensing or subleasing arrangement), to the extent such is permitted under the applicable Delayed Assets, (iii) the Sellers shall promptly pay over to the Buyer or its subsidiaries payments received by the Sellers after the Closing in respect of all Delayed Assets, and (iv) the Buyer shall be responsible for the liabilities of the Sellers with respect to such Delayed Asset. Notwithstanding any other provision in this Agreement to the contrary, following the assignment, transfer, conveyance and delivery of any Delayed Asset, the applicable Delayed Asset shall be treated for all purposes of this Agreement as a Transferred Asset.

(c)      Buyer hereby agrees that the failure to obtain any such Consent referred to in this Section 6.8 or the failure of any such Delayed Asset to constitute a Transferred Asset or any circumstances resulting therefrom shall not constitute a breach by the Sellers of any representation, warranty, covenant or agreement under this Agreement; provided , however , that any breach by the Sellers of its covenants in this Section 6.8 may constitute a breach under this Agreement. Nothing in this Section 6.8 shall be deemed to constitute an agreement to exclude from the Transferred Assets any such Delayed Asset.

ARTICLE VII

INDEMNIFICATION

7.1      Indemnification of Buyer and Sellers . From and after the Closing and subject to the provisions of this Article VII , (i) the Sellers, jointly and severally, agree to indemnify and hold harmless the Buyer Indemnified Parties from and against any and all Buyer Indemnified Costs and (ii) Buyer agrees to indemnify and hold harmless the Seller Indemnified Parties from and against any and all Seller Indemnified Costs; provided , that for purposes of this Section 7.1 , any breach of Sellers’ or Buyer’s representations and warranties or failure to comply with any covenant or agreement and the amount of any Buyer Indemnified Costs or Seller Indemnified Costs, as applicable, arising from a breach thereof shall be determined without giving effect to any qualification as to materiality or Material Adverse Effect. For the avoidance of doubt, the foregoing indemnification is intended to be in addition to and not in limitation of any indemnification to which the Parties may be entitled under the Ancillary Documents.

7.2      Defense of Third-Party Claims . An Indemnified Party shall give prompt written notice to Sellers or Buyer, as applicable (the “ Indemnifying Party ”), of the commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a “ third-party action ”) in respect of which such Indemnified Party seeks indemnification hereunder. Any failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that

it, he, or she may have to such Indemnified Party under this Article VII unless the failure to give such notice materially and adversely prejudices the Indemnifying Party. The Indemnifying Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such third-party action on such terms as it deems appropriate; provided, however , that:

(a)      The Indemnified Party shall be entitled, at its own expense, to participate in the defense of such third-party action ( provided, however , that the Indemnifying Party shall pay the attorneys’ fees of the Indemnified Party if (i) the employment of separate counsel shall have been authorized in writing by any the Indemnifying Party in connection with the defense of such third-party action, (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge of such third-party action, (iii) the Indemnified Party shall have reasonably concluded that there may be defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (iv) the Indemnified Party’s counsel shall have advised the Indemnified Party in writing, with a copy delivered to the Indemnifying Party, that there is a material conflict of interest that could violate applicable standards of professional conduct to have common counsel);

(b)      The Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of such third-party action or any liability in respect thereof if, pursuant to or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnified Party or if, in the opinion of the Indemnified Party, such settlement, compromise, admission, or acknowledgment could have a material adverse effect on its business;

(c)      The Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third-party action; and

(d)      The Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third-party action (i) as to which the Indemnifying Party fails to assume the defense within a reasonable length of time or (ii) to the extent the third-party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party; provided, however , that the Indemnified Party shall make no settlement, compromise, admission, or acknowledgment that would give rise to liability on the part of any Indemnifying Party without the prior written consent of such Indemnifying Party.

The Parties shall extend reasonable cooperation in connection with the defense of any third-party action pursuant to this Article VII and, in connection therewith, shall furnish such records, information, and testimony and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requested.

7.3      Direct Claims . In any case in which an Indemnified Party seeks indemnification hereunder which is not subject to Section 7.2 because no third-party action is involved, the Indemnified Party shall notify the Indemnifying Party in writing of any Indemnified Costs which such Indemnified Party claims are subject to indemnification under the terms hereof. Subject to the limitations set forth in Section 7.4(a) , the failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless the resulting delay materially prejudices the position of the Indemnifying Party with respect to such claim.

7.4      Limitations . The following provisions of this Section 7.4 shall limit the indemnification obligations hereunder:

(a)      The Indemnifying Party shall not be liable for any Indemnified Costs pursuant to this Article VII unless a written claim for indemnification in accordance with Section 7.2 or Section 7.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Nashville, Tennessee time, on or prior to the first anniversary of the Closing Date; provided, however , that written claims for indemnification (i) for Indemnified Costs arising out of (x) a breach of any representation or warranty contained in Sections 4.1 , 4.2 , 4.3 , 4.6 , 4.7 , 5.1 , 5.2 , 5.3 and 5.5 (the “ Fundamental Representations ”) or (y) an Excluded Liability may be made at any time, (ii) the Specified Title Matters related to the South Rack Parcel may be made at any time prior to effectiveness of any lease, right-of-way or other agreement contemplated by Section 6.6(b) ; (iii) the Specified Title Matters related to the North Rack Parcel may be made at any time prior to the later of (1) the date on which the Sellers provide the Buyer with a survey showing that all of the North Rack Parcel is on real estate owned by the Sellers and (2) the date of the effectiveness of any lease, right-of-way or other agreement contemplated by Section 6.6(b) , in the case of (1) and (2), provided that the Sellers have provided evidence reasonably satisfactory to the Buyer that the North Rack Parcel is free and clear of all Encumbrances (other than Permitted Encumbrances) that would materially and adversely affect Logistics’ rights with regard to the North Rack Parcel under the Lease and Access Agreement or its ability to perform its obligations under the Rail Offloading Agreement and (iii) for Indemnified Costs arising out of a breach of any covenant may be made at any time prior to the expiration of such covenant according to its terms; provided , however , that with respect to clauses (ii) and (iii)(2) above, any lease, right-of-way or other agreement obtained pursuant to Section 6.6(b) shall include a complete release of the Buyer from any and all Claims related to the South Rack Parcel or the North Rack Parcel, as applicable, arising out of or related to time periods prior to the effectiveness of the applicable lease, right-of-way or other agreement.

(b)      An Indemnifying Party shall not be obligated to pay for any Indemnified Costs under this Article VII until the amount of all such Indemnified Costs exceeds, in the aggregate, $225,000, in which event Indemnifying Party shall pay or be liable for all such Indemnified Costs from the first dollar. The aggregate liability of an Indemnifying Party under this Article VII shall not exceed $6,500,000. The limitations in the previous two sentences shall not apply to Indemnified Costs to the extent such costs arise out of (i) a breach of any Fundamental Representations, (ii) a Specified Title Matter or (iii) an Excluded Liability.

(c)      Each Party acknowledges and agrees that, after the Closing Date, notwithstanding any other provision of this Agreement to the contrary, the Buyer’s and the other

Buyer Indemnified Parties’ and the Sellers’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article VII . The Parties further acknowledge and agree that the foregoing is not the remedy for and does not limit the Parties’ remedies for matters covered by the indemnification provisions contained in the Ancillary Documents. Any indemnification obligation of the Sellers to the Buyer Indemnified Parties on the one hand, or the Buyer to the Seller Indemnified Parties on the other hand, pursuant to this Article VII shall be reduced by an amount equal to any indemnification recovery by such Indemnified Parties pursuant to the other Ancillary Documents between the Parties to the extent that such other indemnification recovery arises out of the same event or circumstance giving rise to the indemnification obligation of the Sellers or the Buyer, respectively, hereunder.

7.5      Tax Related Adjustments . The Sellers and the Buyer agree that any payment of Indemnified Costs made hereunder will be treated by the Parties on their tax returns as an adjustment to the Purchase Price.

ARTICLE VIII

LIMITED GUARANTY

8.1      Limited Guaranty by Delek US . Delek US hereby unconditionally and irrevocably guarantees to the Buyer the due and punctual payment of all payment obligations of the Sellers insofar as such payment obligations relate to the indemnification under Article VII in respect of Specified Title Matters. In the case of the failure of the Sellers to make any such payment as and when due, Delek US hereby agrees to make such payment or cause such payment to be made, promptly upon written demand by the Buyer to Delek US, but any delay in providing such notice shall not under any circumstances reduce the liability of Delek US or operate as a waiver of the Buyer’s right to demand payment.

ARTICLE IX

MISCELLANEOUS

9.1      Expenses . Except as provided in Section 3.4 of this Agreement, or as provided in the Ancillary Documents or the Restated Omnibus Agreement, all costs and expenses incurred by the Parties in connection with the consummation of the transactions contemplated hereby shall be borne solely and entirely by the Party which has incurred such expense. For the avoidance of doubt, the Buyer shall be responsible for all costs and expenses (including attorneys’ fees and expenses) incurred by the conflicts committee of the General Partner in connection with this Agreement and the transactions contemplated herein. Except as this Agreement otherwise provides, the Sellers, on the one hand, and the Buyer, on the other, shall each be responsible for 50% of the payment of the aggregate costs associated with obtaining the consents, approvals or authorizations necessary to effect the transfer of the Transferred Assets to the Buyer as contemplated herein.

9.2      Notices . All notices, requests, demands, and other communications hereunder will be in writing and will be deemed to have been duly given upon confirmation of actual delivery thereof: (a) by transmission by facsimile or hand delivery; (b) mailed via the official governmental mail system, sent first class, postage pre-paid, via certified or registered mail, with a return receipt

requested; (c) mailed by an internationally recognized overnight express mail service such as FedEx, UPS, or DHL Worldwide; or (d) by e-mail. All notices will be addressed to the Parties at the respective addresses as follows:

if to the Sellers:

Lion Oil Company
c/o Delek US Holdings, Inc.
7102 Commerce Way
Brentwood, TN 37027
Attn: General Counsel
Telecopy No: (615) 435-1271

and

Lion Oil Trading & Transportation, LLC
c/o Delek US Holdings, Inc.
7102 Commerce Way
Brentwood, TN 37027
Attn: General Counsel
Telecopy No: (615) 435-1271

with a copy, which shall not constitute notice, to:

Lion Oil Company
c/o Delek US Holdings, Inc.
7102 Commerce Way
Brentwood, TN 37027
Attn: President
Telecopy No: (615) 435-1271

if to the Buyer:

Delek Logistics Operating, LLC
c/o Delek Logistics GP, LLC
7102 Commerce Way
Brentwood, TN 37027
Attn: General Counsel
Telecopy No: (615) 435-1271

with a copy, which shall not constitute notice, to:

Delek Logistics Operating, LLC
c/o Delek Logistics GP, LLC
7102 Commerce Way

Brentwood, TN 37027
Attn: Chief Executive Officer
Telecopy No: (615) 435-1271

if to the Guarantor:

Delek US Holdings, Inc.
7102 Commerce Way
Brentwood, TN 37027
Attn: General Counsel
Telecopy No: (615) 435-1271

with a copy, which shall not constitute notice, to:

Delek US Holdings, Inc.
7102 Commerce Way
Brentwood, TN 37027
Attn: President
Telecopy No: (615) 435-1271

or to such other address or to such other person as either Party will have last designated by notice to the other Party.

9.3      Severability . Whenever possible, each provision of this Agreement will be interpreted in such manner as to be valid and effective under Applicable Law, but if any provision of this Agreement or the application of any such provision to any person or circumstance will be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision hereof, and the Parties will negotiate in good faith with a view to substitute for such provision a suitable and equitable solution in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.

9.4      Governing Law . This Agreement shall be subject to and governed by the laws of the State of Texas, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Agreement to the laws of another state.

9.5      Arbitration Provision . Any and all Disputes shall be resolved through the use of binding arbitration using three arbitrators, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as supplemented to the extent necessary to determine any procedural appeal questions by the Federal Arbitration Act (Title 9 of the United States Code). If there is any inconsistency between this Section 9.5 and the Commercial Arbitration Rules or the Federal Arbitration Act, the terms of this Section 9.5 will control the rights and obligations of the Parties. Arbitration must be initiated within the time limits set forth in this Agreement, or if no such limits apply, then within a reasonable time or the time period allowed by the applicable statute of limitations. Arbitration may be initiated by а Party (“ Claimant ”) serving written notice on the other Party (“ Respondent ”) that the Claimant elects to refer the Dispute to binding arbitration. Claimant’s

notice initiating binding arbitration must identify the arbitrator Claimant has appointed. The Respondent shall respond to Claimant within 30 days after receipt of Claimant’s notice, identifying the arbitrator Respondent has appointed. If the Respondent fails for any reason to name an arbitrator within the 30-day period, Claimant shall petition the American Arbitration Association for appointment of an arbitrator for Respondent’s account. The two arbitrators so chosen shall select а third arbitrator within 30 days after the second arbitrator has been appointed. The Claimant will pay the compensation and expenses of the arbitrator named by or for it, and the Respondent will pay the compensation and expenses of the arbitrator named by or for it. The costs of petitioning for the appointment of an arbitrator, if any, shall be paid by Respondent. The Claimant and Respondent will each pay one-half of the compensation and expenses of the third arbitrator. All arbitrators must (i) be neutral parties who have never been officers, directors or employees of the Sellers, the Buyer or any of their Affiliates and (ii) have not less than seven years’ experience of in the energy industry. The hearing will be conducted in Houston, Texas and commence within 30 days after the selection of the third arbitrator. The Sellers, the Buyer and the arbitrators shall proceed diligently and in good faith in order that the award may be made as promptly as possible. Except as provided in the Federal Arbitration Act, the decision of the arbitrators will be binding on and non-appealable by the Parties hereto. The arbitrators shall have no right to grant or award Special Damages in favor of Sellers, on one hand (except to the extent such Special Damages (a) are awarded to a third-party or (b) are the result of the gross negligence or willful misconduct of the Buyer), or Buyer, on the other hand (except to the extent such Special Damages (1) (x) are awarded to a third-party, (y) are the result of the gross negligence or willful misconduct of the Sellers, or (z) the failure of the Sellers to perform their obligations under Section 6.6 and (2) are Special Damages (excluding punitive damages) arising out of any Specified Title Matters not otherwise provided for in clause (1)(x) above).

9.6      Confidentiality .

(a)      Obligations . Each Party shall use commercially reasonable efforts to retain the other Party’s Confidential Information in confidence and not disclose the same to any third party nor use the same, except as authorized by the disclosing Party in writing or as expressly permitted in this Section 9.6 . Each Party further agrees to take the same care with the other Party’s Confidential Information as it does with its own, but in no event less than a reasonable degree of care.

(b)      Required Disclosure . Notwithstanding Section 9.6(a) above, if the receiving Party becomes legally compelled to disclose the Confidential Information by a court, Governmental Authority or Applicable Law, including the rules and regulations of the Securities and Exchange Commission, or is required to disclose pursuant to the rules and regulations of any national securities exchange upon which the receiving Party or its parent entity is listed, any of the disclosing Party’s Confidential Information, the receiving Party shall promptly advise the disclosing Party of such requirement to disclose Confidential Information as soon as the receiving Party becomes aware that such a requirement to disclose might become effective, in order that, where possible, the disclosing Party may seek a protective order or such other remedy as the disclosing Party may consider appropriate in the circumstances. The receiving Party shall disclose only that portion of the disclosing Party’s Confidential Information that it is required to disclose and shall cooperate with the disclosing Party in allowing the disclosing Party to obtain such protective order or other relief.

(c)      Return of Information . Upon written request by the disclosing Party, all of the disclosing Party’s Confidential Information in whatever form shall be returned to the disclosing Party upon termination of this Agreement or destroyed with destruction certified by the receiving Party, without the receiving Party retaining copies thereof except that one copy of all such Confidential Information may be retained by a Party’s legal department solely to the extent that such Party is required to keep a copy of such Confidential Information pursuant to Applicable Law, and the receiving Party shall be entitled to retain any Confidential Information in the electronic form or stored on automatic computer back-up archiving systems during the period such backup or archived materials are retained under such Party’s customary procedures and policies; provided, however , that any Confidential Information retained by the receiving Party shall be maintained subject to confidentiality pursuant to the terms of this Section 9.6 , and such archived or back-up Confidential Information shall not be accessed except as required by Applicable Law.

(d)      Receiving Party Personnel . The receiving Party will limit access to the Confidential Information of the disclosing Party to those of its employees, attorneys and contractors that have a need to know such information in order for the receiving Party to exercise or perform its rights and obligations under this Agreement (the “ Receiving Party Personnel ”). The Receiving Party Personnel who have access to any Confidential Information of the disclosing Party will be made aware of the confidentiality provision of this Agreement, and will be required to abide by the terms thereof. Any third party contractors that are given access to Confidential Information of a disclosing Party pursuant to the terms hereof shall be required to sign a written agreement pursuant to which such Receiving Party Personnel agree to be bound by the provisions of this Agreement, which written agreement will expressly state that it is enforceable against such Receiving Party Personnel by the disclosing Party.

(e)      Survival . The obligation of confidentiality under this Section 9.6 shall survive the termination of this Agreement for a period of two years.

9.7      Parties in Interest . This Agreement shall be binding upon and inure solely to the benefit of each Party hereto and their successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to confer upon any other Person (other than the Indemnified Parties with respect to Article VII ) any rights or remedies of any nature whatsoever under or by reason of this Agreement.

9.8      Assignment of Agreement . Neither this Agreement nor any of the rights, interests, or obligations hereunder may be assigned by any Party without the prior written consent of the other Party hereto.

9.9      Captions . The captions in this Agreement are for purposes of reference only and shall not limit or otherwise affect the interpretation hereof.

9.10      Counterparts . This Agreement may be executed in one or more counterparts (including by facsimile or portable document format (pdf)) for the convenience of the Parties hereto, each of which counterparts will be deemed an original, but all of which counterparts together will constitute one and the same agreement.

9.11      Integration . This Agreement, the Ancillary Documents and the Restated Omnibus Agreement supersede any previous understandings or agreements among the Parties, whether oral or written, with respect to their subject matter. This Agreement, the Ancillary Documents and the Restated Omnibus Agreement contain the entire understanding of the Parties with respect to the subject matter hereof and thereof. No understanding, representation, promise or agreement, whether oral or written, is intended to be or shall be included in or form part of this Agreement, the Ancillary Documents or the Restated Omnibus Agreement unless it is contained in a written amendment hereto or thereto and executed by the Parties hereto or thereto after the date of this Agreement, the Ancillary Documents or the Restated Omnibus Agreement.

9.12      Amendment; Waiver . This Agreement may be amended only in a writing signed by all Parties and approved by the conflicts committee of the board of directors of the General Partner. Any waiver of rights hereunder must be set forth in writing. A waiver of any breach or failure to enforce any of the terms or conditions of this Agreement shall not in any way affect, limit or waive any Party’s rights at any time to enforce strict compliance thereafter with every term or condition of this Agreement.

9.13      Survival of Representations and Warranties and Covenants . The representations and warranties set forth in this Agreement shall survive the Closing until 5:00 p.m., Nashville, Tennessee time, on the first anniversary of the Closing Date, and the covenants set forth in this Agreement shall survive until fully performed in accordance with their terms; provided, however , that (a) any representation and warranty that is the subject of a claim for indemnification hereunder which claim was timely made pursuant to Section 7.4(a) shall survive with respect to such claim until such claim is finally paid or adjudicated and (b) the Fundamental Representations shall survive indefinitely.

ARTICLE X

INTERPRETATION

10.1      Interpretation . It is expressly agreed that this Agreement shall not be construed against any Party, and no consideration shall be given or presumption made, on the basis of who drafted this Agreement or any particular provision hereof or who supplied the form of Agreement. Each Party agrees that this Agreement has been purposefully drawn and correctly reflects its understanding of the transaction that this Agreement contemplates. In construing this Agreement:

(a)      examples shall not be construed to limit, expressly or by implication, the matter they illustrate;

(b)      the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions;

(c)      a defined term has its defined meaning throughout this Agreement and each Exhibit, Annex or Schedule to this Agreement, regardless of whether it appears before or after the place where it is defined;

(d)      each Exhibit, Annex and Schedule to this Agreement is a part of this Agreement, but if there is any conflict or inconsistency between the main body of this Agreement and any Exhibit, Annex or Schedule, the provisions of the main body of this Agreement shall prevail;

(e)      the term “cost” includes expense and the term “expense” includes cost;

(f)      the headings and titles herein are for convenience only and shall have no significance in the interpretation hereof;

(g)      the inclusion of a matter on a Schedule in relation to a representation or warranty shall not be deemed an indication that such matter necessarily would, or may, breach such representation or warranty absent its inclusion on such Schedule;

(h)      any reference to a statute, regulation or law shall include any amendment thereof or any successor thereto and any rules and regulations promulgated thereunder;

(i)      currency amounts referenced herein, unless otherwise specified, are in U.S. Dollars;

(j)      unless the context otherwise requires, all references to time shall mean time in Nashville, Tennessee;

(k)      whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified; and

(l)      if a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb).

10.2      References, Gender, Number . All references in this Agreement to an “ Article ,” “ Section ,” “ subsection ,” “ Exhibit ” or “ Schedule ” shall be to an Article, Section, subsection, Exhibit or Schedule of this Agreement, unless the context requires otherwise. Unless the context clearly requires otherwise, the words “this Agreement,” “hereof,” “hereunder,” “herein,” “hereby,” or words of similar import shall refer to this Agreement as a whole and not to a particular Article, Section, subsection, clause or other subdivision hereof. Cross references in this Agreement to a subsection or a clause within a Section may be made by reference to the number or other subdivision reference of such subsection or clause preceded by the word “Section.” Whenever the context requires, the words used herein shall include the masculine, feminine and neuter gender, and the singular and the plural.

[ Remainder of page intentionally left blank. Signature page follows. ]

IN WITNESS WHEREOF , the Parties have executed this Agreement as of the date first set forth above.

BUYER:

DELEK LOGISTICS OPERATING, LLC


By: /s/ Assaf Ginzburg    
Name: Assaf Ginzburg    
Title: Executive Vice President    

By: /s/ Avigal Soreq    
Name: Avigal Soreq    
Title: Vice President


SELLERS:

LION OIL COMPANY


By: /s/ H. Pete Daily    
Name: H. Pete Daily    
Title: Executive Vice President    

By: /s/ Mark D. Smith    
Name: Mark D. Smith    
Title: Executive Vice President

LION OIL TRADING & TRANSPORTATION, LLC


By: /s/ H. Pete Daily    
Name: H. Pete Daily    
Title: Executive Vice President    

By: /s/ Mark D. Smith    
Name: Mark D. Smith    
Title: Executive Vice President

GUARANTOR:

DELEK US HOLDINGS, INC. (solely for purposes of Article VIII and Section 9.2 )


By: /s/ H. Pete Daily    
Name: H. Pete Daily    
Title: Executive Vice President    

By: /s/ Mark D. Smith    
Name: Mark D. Smith    
Title: Executive Vice President

To the extent not previously transferred by the Sellers to Buyer, all of the Sellers’ right, title and interest to all equipment, valves, pumps, meters, recorders, fittings, headers, piping, improvements and other equipment shown on AFE EDLO120121, AFE DLTT120042 and AFE EDLO130032

Schedule 2.2(d)
Third Party Claims

None.

Exhibit A-1

North Rack Parcel

Exhibit A-2

South Rack Parcel

THROUGHPUT AGREEMENT

(El Dorado Rail Offloading Facility)

This Throughput Agreement (this “ Agreement ”) is dated as of March 31, 2015 (the “ Effective Date ”) by and among Lion Oil Trading & Transportation, LLC, a Texas limited liability company (“ LOTT ”), Lion Oil Company, an Arkansas corporation (“ Lion ”) (solely for purposes of Sections 7 and 16 ) and Delek Logistics Operating, LLC, a Delaware liability company (“ Logistics ”). Each of LOTT and Logistics are individually referred to herein as a “ Party ” and collectively as the “ Parties .”

RECITALS:

WHEREAS, Logistics is the owner of the rail offloading facility, including two crude oil offloading racks at the Refinery, which racks are designed to receive up to 25,000 bpd of Light Crude or 12,000 bpd of Heavy Crude delivered by rail to the Refinery (together with all pumps, piping and other ancillary equipment owned by Logistics necessary to allow for the direct offloading of Crude Oil, and certain other related assets and properties (but not including the tracks related thereto) (the “ Rail Offloading Facility ”); and

WHEREAS, LOTT, Lion and Logistics desire to record the terms and conditions upon which Logistics shall use the Rail Offloading Facility to provide LOTT services at the Rail Offloading Facility.

NOW, THEREFORE, in consideration of the premises and the respective promises, conditions, terms and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties do hereby agree as follows:

Section 1. Definitions and Interpretation.

(a)      Definitions . Capitalized terms used throughout this Agreement and not otherwise defined herein shall have the meanings set forth below.

“ Additional Services ” has the meaning set forth in Section 10(b) .

“ Agreement ” has the meaning set forth in the preamble to this Agreement.

“ Actual Heavy Crude Throughput ” means the aggregate volume of Heavy Crude offloaded and throughput at the Rail Offloading Facility during any specified period.

“ Actual Light Crude Throughput ” means the aggregate volume of Light Crude offloaded and throughput at the Rail Offloading Facility during any specified period.

“ Actual Heavy Crude Throughput Capacity ” means the aggregate amount of Heavy Crude offload and throughput capacity available at the Rail Offloading Facility.

“Actual Light Crude Throughput Capacity ” means the aggregate amount of Light Crude offload and throughput capacity available at the Rail Offloading Facility.

“ Actual Quarterly Throughput Payment ” has the meaning set forth in Section 2(c)(ii) .

“ Affiliate ” means, with respect to а specified Person, any other Person controlling, controlled by or under common control with that first Person. As used in this definition, the term “control” includes (i) with respect to any Person having voting securities or the equivalent and elected directors, managers or Persons performing similar functions, the ownership of or power to vote, directly or indirectly, voting securities or the equivalent representing 50% or more of the power to vote in the election of directors, managers or Persons performing similar functions, (ii) ownership of 50% or more of the equity or equivalent interest in any Person and (iii) the ability to direct the business and affairs of any Person by acting as a general partner, manager or otherwise. Notwithstanding the foregoing, for purposes of this Agreement, Delek US and its subsidiaries (other than the General Partner, the Partnership and its subsidiaries), including LOTT, on the one hand, and the General Partner, the Partnership and its subsidiaries, including Logistics, on the other hand, shall not be considered Affiliates of each other.

“ API ” means the American Petroleum Institute.

“ Applicable Law ” means any applicable statute, law, regulation, ordinance, rule, judgment, rule of law, order, decree, permit, approval, concession, grant, franchise, license, agreement, requirement, or other governmental restriction or any similar form of decision of, or any provision of condition of any permit, license or other operating authorization issued under any of the foregoing by, or any determination by any Governmental Authority having or asserting jurisdiction over the matter or matters in question, whether now or hereafter in effect and in each case as amended (including, without limitation, all of the terms and provisions of the common law of such Governmental Authority), as interpreted and enforced at the time in question, including Environmental Law.

“ ASTM ” means American Society for Testing and Materials.

“ barrel ” means 42 U.S. gallons, measured at 60° F.

“ bpd ” means barrels per day.

“ Business Day ” means any day, other than a Saturday or Sunday, on which banks in Nashville, Tennessee are open for the general transaction of business.

“ Capacity Resolution ” has the meaning set forth in Section 9(c) .

“ Capital Amortization Period ” has the meaning set forth in Section 2(g)(iv) .

“ Capital Expenditure Notice ” has the meaning set forth in Section 2(g)(iii) .

“ Capital Improvement ” means (i) any modification, improvement, expansion or increase in the capacity of the Rail Offloading Facility or any portion thereof, or (ii) any connection, or new point of receipt or delivery for Materials.

“ Claimant ” shall have the meaning assigned to such term in Section 17(l) .

“ Confidential Information ” means all information, documents, records and data that a Party furnishes or otherwise discloses to the other Party (including any such items furnished prior to the execution of this Agreement), together with all analyses, compilations, studies, memoranda, notes or other documents, records or data (in whatever form maintained, whether documentary, computer or other electronic storage or otherwise) prepared by the receiving Party which contain or otherwise reflect or are generated from such information, documents, records and data; provided, however , that the term “ Confidential Information ” does not include any information that (i) at the time of disclosure or thereafter is or becomes generally available to or known by the public (other than as a result of a disclosure by the receiving Party), (ii) is developed by the receiving Party without reliance on any Confidential Information or (iii) is or was available to the receiving Party on a nonconfidential basis from a source other than the disclosing Party that, insofar as is known to the receiving Party after reasonable inquiry, is not prohibited from transmitting the information to the recipient by a contractual, legal or fiduciary obligation to the disclosing Party.

“ Contract Quarter ” means a three-month period that commences on January 1, April 1, July 1 or October 1 and ends on the last day of March, June, September or December, respectively, except that the initial Contract Quarter shall commence on the Effective Date and shall end on June 30, 2015.

“ Contract Year ” means a year that commences on July 1 and ends on the last day of June in the following year, except that the initial Contract Year shall commence on the Effective Date and the final Contract Year shall end on the last day of the Term.

“ Costs ” means losses, liabilities, charges, damages, deficiencies, assessments, interests, fines, penalties, costs and expenses.

“ Crude Oil ” means the naturally occurring hydrocarbon mixtures but not including recovered or recycled oils or any cracked materials.

“ Deficiency Notice ” has the meaning set forth in Section 8(а) .

“ Deficiency Payment ” has the meaning set forth in Section 8(a) .

“ Delek US ” means Delek US Holdings, Inc., a Delaware corporation.

“ Dispute ” means any and all disputes, claims, controversies and other matters in question between Logistics, on the one hand, and LOTT, on the other hand, under this Agreement.

“ Effective Date ” has the meaning set forth in the preamble to this Agreement.

“ Environmental Law ” means all federal, state, and local laws, statutes, rules, regulations, orders, judgments, ordinances, codes, injunctions, decrees, Environmental Permits and other legally enforceable requirements and rules of common law now or hereafter in effect, relating to pollution or protection of human health and the environment including, without limitation, the federal Comprehensive Environmental Response, Compensation, and Liability Act, the Superfund Amendments Reauthorization Act, the Resource Conservation and Recovery Act, the Clean Air

Act, the Federal Water Pollution Control Act, the Toxic Substances Control Act, the Oil Pollution Act, the Safe Drinking Water Act, the Hazardous Materials Transportation Act, and other similar federal, state or local environmental conservation and protection laws, each as amended from time to time.

“ Environmental Permit ” means any permit, approval, identification number, license, registration, consent, exemption, variance or other authorization required under or issued pursuant to any applicable Environmental Law.

“ Estimated Expansion Capital Expenditure ” has the meaning set forth in Section 2(g)(iii) .

“ Expansion Capital Expenditure ” has the meaning set forth in Section 2(g)(iii) .

“ First Offer Period ” has the meaning set forth in Section 6 .

“ Force Majeure ” means acts of God, acts of the public enemy, wars, blockades, insurrections, riots, storms, floods, washouts, arrests, the order of any court or Governmental Authority having jurisdiction while the same is in force and effect, civil disturbances, explosions, inability to obtain or unavoidable delay in obtaining material or equipment, inability to obtain Materials because of a failure of third-party pipelines or rail, and any other causes whether of the kind herein enumerated or otherwise; provided , that any of the foregoing must not reasonably be within the control of the Party claiming suspension, delay or interruption and which through the exercise of due diligence such Party is unable to prevent or overcome. For the avoidance of doubt, a Party’s inability to economically perform its obligations or contract with a third party shall not constitute an event of Force Majeure.

“ Force Majeure Notice ” has the meaning set forth in Section 4(a) .

“ Force Majeure Party ” has the meaning set forth in Section 4(a) .

“ Force Majeure Period ” has the meaning set forth in Section 4(a) .

“ General Partner ” means the general partner of the Partnership.

“ Governmental Authority ” means any federal, state, local or foreign government or any provincial, departmental or other political subdivision thereof, or any entity, body or authority exercising executive, legislative, judicial, regulatory, administrative or other governmental functions or any court, department, commission, board, bureau, agency, instrumentality or administrative body of any of the foregoing.

“ Heavy Crude ” means Crue Oil with an API gravity of 22 or below.

“Heavy Crude Throughput Fee ” has the meaning set forth in Section 2(c)(i) .

“ Inflation Index ” means, at any adjustment date hereunder, the year-over-year change in the PPI.

“ Initial Term ” has the meaning set forth in Section 5(a) .

“ Liabilities ” means any Costs of any kind (including reasonable attorneys’ fees and other fees, court costs and other disbursements), including any Costs directly or indirectly arising out of or related to any suit, proceeding, judgment, settlement or judicial or administrative order and any Costs arising from compliance or non-compliance with Applicable Law.

“ Light Crude ” means Crude Oil with an API gravity of greater than 22.

“Light Crude Throughput Fee ” has the meaning set forth in Section 2(c)(i) .

“ Lion ” means Lion Oil Company, an Arkansas corporation.

“ Logistics ” has the meaning specified in the preamble to this Agreement.

“ Logistics Indemnitees ” has the meaning set forth in Section 14(b) .

“ LOTT ” has the meaning specified in the preamble to this Agreement.

“ LOTT Indemnitees ” has the meaning set forth in Section 14(a) .

“ Materials ” means any Crude Oil and other hydrocarbons.

“ Minimum Heavy Crude Throughput Capacity ” means an aggregate amount of Heavy Crude offload and throughput capacity at the Rail Offloading Facility equal to 7,500 bpd.

“ Minimum Heavy Crude Throughput Volume ” means an aggregate amount of Heavy Crude equal to 5,000 bpd multiplied by the number of calendar days in the Contract Quarter.

“ Minimum Light Crude Throughput Capacity ” means an aggregate amount of offload and throughput capacity at the Rail Offloading Facility equal to 16,250 bpd.

“ Minimum Light Crude Throughput Volume ” means an aggregate amount of Light Crude equal to 5,000 bpd multiplied by the number of calendar days in the Contract Quarter.

“ Minimum Throughput Capacity ” means the Minimum Heavy Crude Throughput Capacity or the Minimum Light Crude Throughput Capacity, as applicable.

“ Minimum Throughput Volume ” means the Minimum Heavy Crude Throughput Volume and the Minimum Light Crude Throughput Volume.

“Minimum Quarterly Throughput Payment ” has the meaning set forth in Section 2(c)(ii) .

“ Month ” means a calendar month, except that the initial Month shall commence on the Effective Date and end on April 30, 2015 and the final Month shall end on the last day of the Term.

“ Monthly Expansion Capital Amount ” has the meaning set forth in Section 2(g)(iv) .

“ Notice Period ” has the meaning set forth in Section 12(b) .

“ Omnibus Agreement ” means that certain Third Amended and Restated Omnibus Agreement dated as of March 31, 2015, among Delek US, on behalf of itself and the other Delek Entities (as defined therein), Delek Refining, Ltd., Lion, the Partnership, Paline Pipeline Company, LLC, SALA Gathering Systems, LLC, Magnolia Pipeline Company, LLC, El Dorado Pipeline Company, LLC, Delek Crude Logistics, LLC, Delek Marketing-Big Sandy, LLC, Delek Marketing & Supply, LP, DKL Transportation, LLC, Logistics and the General Partner, as amended, supplemented or restated from time to time.

“ Parties ” or “ Party ” has the meaning set forth in the preamble to this Agreement.

“Partnership” means Delek Logistics Partners, LP, a Delaware limited partnership .

“ Partnership Change of Control ” means any event or change whereby Delek US ceases to control the General Partner.

“ Person ” means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, Governmental Authority or political subdivision thereof or other entity.

“ PPI ” means the Producer Price Index—Commodities—Finished Goods, as reported by the U.S. Bureau of Labor Statistics.

“ Prime Rate ” means the rate of interest quoted in The Wall Street Journal , Money Rates Section as the Prime Rate.

“ Purchase Agreement ” means the Asset Purchase Agreement (El Dorado Rail Offloading Facility) dated as of March 31, 2015 between Lion and LOTT, as sellers, and Logistics, as buyer.

“ Rail Offloading Facility ” has the meaning specified in the recitals to this Agreement.

“ Receiving Party Personnel ” has the meaning set forth in Section 17(m)(iv) .

“ Refinery ” means Lion’s Crude Oil refinery in El Dorado, Arkansas.

“ Renewal Term ” has the meaning set forth in Section 5(a) .

“ Required Permits ” has the meaning specified in Section 9(f) .

“ Respondent ” shall have the meaning assigned to such term in Section 17(l) .

“ Restoration ” has the meaning set forth in Section 9(b) .

“ Right of First Refusal ” has the meaning set forth in Section 6 .

“ Special Damages ” has the meaning set forth in Section 15 .

“ Suspension Notice ” has the meaning set forth in Section 12(b) .

“ Term ” has the meaning set forth in Section 5(a) .

“ Termination Notice ” has the meaning set forth in Section 4(b) .

“ Throughput Fees ” has the meaning set forth in Section 2(c)(i) .

“ Transaction Agreements ” means, collectively, this Agreement, the Purchase Agreement, the Omnibus Agreement, the Lease and Access Agreement (El Dorado Rail Offloading Facility) dated as of March 31, 2015 between LOTT and Logistics and the Amended and Restated Site Services Agreement (El Dorado Terminal and Throughput and Rail Offloading Facility) dated as of March 31, 2015 between Lion and Logistics, each as may be amended, supplemented or restated from time to time.

(b)      Interpretation . It is expressly agreed that this Agreement shall not be construed against any Party, and no consideration shall be given or presumption made, on the basis of who drafted this Agreement or any particular provision hereof or who supplied the form of this Agreement. Each Party agrees that this Agreement has been purposefully drawn and correctly reflects its understanding of the transaction that this Agreement contemplates. In construing this Agreement:

(i)      unless otherwise specified, references to Sections are to Sections of this Agreement;

(ii)      examples shall not be construed to limit, expressly or by implication, the matter they illustrate;

(iii)      the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions;

(iv)      a defined term has its defined meaning throughout this Agreement, regardless of whether it appears before or after the place where it is defined;

(v)      the term “cost” includes expense and the term “expense” includes cost;

(vi)      the headings and titles herein are for convenience only and shall have no significance in the interpretation hereof;

(vii)      any reference to a statute, regulation or law shall include any amendment thereof or any successor thereto and any rules and regulations promulgated thereunder;

(viii)      currency amounts referenced herein, unless otherwise specified, are in U.S. Dollars;

(ix)      unless the context otherwise requires, all references to time shall mean time in Nashville, Tennessee;

(x)      whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified;

(xi)      unless expressly provided otherwise, references herein to “consent” mean the prior written consent of the Party at issue, not to be unreasonably withheld, delayed or conditioned;

(xii)      the singular number includes the plural and vice-versa, whenever the context so requires; and

(xiii)      if a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb).

Section 2.      Agreement to Use Services Relating to Offload and Throughput Fees.

The Parties intend to be strictly bound by the terms set forth in this Agreement, which sets forth fees to Logistics to be paid by LOTT and requires Logistics to provide certain railcar offloading and throughput services to LOTT.

(a)      Obligations of Logistics . During the Term and subject to the terms and conditions of this Agreement, Logistics agrees to: (i) own or lease and operate and maintain in accordance with Section 9 all assets necessary to handle the Materials from LOTT; (ii) provide the services required under this Agreement; and (iii) perform all operations relating to the Rail Offloading Facility that it is required to perform under the Transaction Agreements.

(b)      Minimum Throughput Obligations . During each Contract Quarter during the Term and subject to the terms and conditions of this Agreement, LOTT agrees that, commencing on the Effective Date, LOTT shall tender for offload and throughput an amount of Crude Oil sufficient to generate the Minimum Quarterly Throughput Payment at the Rail Offloading Facility. Allocation of capacity for Materials of different types at the Rail Offloading Facility to offload and throughput shall be in accordance with practices as of the Effective Date, or as otherwise may be agreed between the Parties from time to time.

(c)      Throughput Fees at the Rail Offloading Facility .

(i)      The throughput fee initially applicable to throughput of Light Crude at the Rail Offloading Facility shall be $1.00 per barrel (the “ Light Crude Throughput Fee ”) and the throughput fee initially applicable to throughput of Heavy Crude at the Rail Offloading Facility shall be $2.25 per barrel (the “ Heavy Crude Throughput Fee ” and, together with the Light Crude Throughput Fee, the “ Throughput Fees ”).

(ii)      In accordance with Section 2(f) , LOTT shall pay Logistics an amount equal to (A) the Light Crude Throughput Fee multiplied by the Actual Light Crude Throughput plus (B) the Heavy Crude Throughput Fee multiplied by the Actual Heavy Crude Throughput (the sum of such Throughput Fees for all Months in a Contract Quarter, the “ Actual Quarterly Throughput Payment ”); provided, however , that the Actual Quarterly

Throughput Payment shall be not less than $1,482,813 initially (prorated for any partial Contract Quarter) (the “ Minimum Quarterly Throughput Payment ”), which amount was calculated based on the basis of assumed throughput equal to (1) the Minimum Throughput Volume multiplied by (x) the applicable Throughput Fees and (y) 365 days, divided by (2) four.

(iii)      The Throughput Fees shall be adjusted on July 1 of each Contract Year commencing on July 1, 2015, by an amount equal to the increase or decrease, if any, in the Inflation Index; provided, however , that the Throughput Fees shall not be decreased below the initial Throughput Fees provided in this Section 2(c) . If the PPI is no longer published, Logistics and LOTT shall negotiate in good faith to agree upon a new index that gives comparable protection against inflation and the same method of adjustment for increases or decreases in the new index shall be used to calculate increases or decreases in the Throughput Fees. If LOTT and Logistics are unable to agree upon a new index, the new index will be determined by arbitration in accordance with Section 17(l) and the same method of adjustment for increases in the new index shall be used to calculate increases in the Throughput Fees. After any adjustment to the Throughput Fees pursuant to this Section 2(c)(iii) , the Minimum Quarterly Throughput Payment shall be recalculated as provided in Section 2(c)(ii) on such redetermination dates based on such adjusted Throughput Fees.

(iv)      During the Term of this Agreement, if new laws or regulations are enacted that require Logistics to make substantial and unanticipated capital expenditures with respect to the Rail Offloading Facility, the Parties will renegotiate the Throughput Fees and the Minimum Throughput Volume in good faith in order to compensate Logistics on account of such incremental capital costs. If there is an increase in the Throughput Fees and/or the Minimum Throughput Volume, whether through negotiations or arbitration described below, the Minimum Throughput Payment shall be recalculated as provided in Section 2(c)(ii) based on such adjusted figures. The Parties shall use their commercially reasonable efforts to mitigate the impact of, and comply with, such new laws or regulations. If LOTT and Logistics are unable to agree upon a renegotiated Throughput Fees, the renegotiated Throughput Fees and the Minimum Throughput Volume will be determined by arbitration in accordance with Section 17(l) .

(d)      Operating and Capital Expenses . During the Term and subject to the terms and conditions of this Agreement, including Section 2(g) , Logistics will bear 100% of all operating and capital expenses incurred in its operation of the Rail Offloading Facility.

(e)      Taxes . LOTT will pay all taxes, import duties, license fees and other charges by any Governmental Authority levied on or with respect to the Materials delivered by LOTT to the Rail Offloading Facility, including, but not limited to, any state gross receipts and compensating (use) taxes; provided, however , that LOTT shall not be liable hereunder for taxes (including ad valorem taxes) assessed against Logistics based on Logistics’ income or ownership of the Rail Offloading Facility. Should any Party be required to pay or collect any taxes, duties, charges and or assessments pursuant to any federal, state, county or municipal law or authority now in effect or hereafter to

become effective which are payable by the other Party pursuant to this Section 2(e) , the proper Party shall promptly reimburse the other Party therefor.

(f)      Invoicing and Timing of Payments . Logistics shall invoice LOTT monthly for Throughput Fees (or quarterly with respect to any shortfalls in the Minimum Quarterly Throughput Payment for that Contract Quarter). LOTT will make payments to Logistics on a monthly or quarterly basis, as applicable, during the Term with respect to services rendered by Logistics under this Agreement in the prior Month or Contract Quarter, as applicable, upon the later of (i) 10 days after its receipt of such invoice and (ii) 30 days following the end of the Month or Contract Quarter, as applicable, during which the invoiced services were performed. Any past due payments owed by LOTT to Logistics shall accrue interest, payable on demand, at the Prime Rate from the due date of the payment through the actual date of payment. Payment of any Throughput Fees pursuant to this Section 2 shall be made by wire transfer of immediately available funds to an account designated in writing by Logistics. If any such fee shall be due and payable on a day that is not a Business Day, such payment shall be due and payable on the next succeeding Business Day.

(g)      Capital Improvements . During the term of this Agreement, LOTT shall be entitled to designate Capital Improvements to be made to the Rail Offloading Facility. The following provisions shall set forth the procedures pursuant to which Capital Improvements designated by LOTT may be constructed:

(i)      For any Capital Improvement designated by LOTT, LOTT shall submit a written proposal, including all specifications then available to it, for the proposed Capital Improvement to the Rail Offloading Facility, as the case may be.

(ii)      Logistics will review such proposal to determine, in its sole discretion, whether it will consent to proceed with the proposed Capital Improvement.

(iii)      Should Logistics determine to proceed and construct or cause to be constructed the approved Capital Improvement, Logistics will obtain bids from two or more general contractors reasonably acceptable to LOTT for the construction of the Capital Improvement. Based upon the bids, Logistics will notify LOTT of Logistics’ estimate of the total cost necessary to construct such Capital Improvement (the “ Capital Expenditure Notice ”) (which amount shall include the costs of capital and any other costs necessary to place such Capital Improvement in service) (“ Estimated Expansion Capital Expenditure ”). Within 30 days of the Capital Expenditure Notice, LOTT will notify Logistics whether or not LOTT agrees to such Estimated Expansion Capital Expenditure. In the event LOTT does not agree with such Estimated Expansion Capital Expenditure, the Parties shall work together in good faith to reach agreement on the Estimated Expansion Capital Expenditure (the agreed amount is referred to as the “ Expansion Capital Expenditure ”); provided that, in the event the Parties do not reach such agreement within 60 days of the Capital Expenditure Notice, LOTT shall be entitled to proceed with the construction of the Capital Improvement in accordance with Section 2(g)(v) .

(iv)      Prior to beginning any construction on the Capital Improvement, (1) Logistics shall have received all necessary regulatory approvals, (2) Logistics and LOTT shall have

agreed on (A) an additional monthly payment amount to be paid by LOTT to Logistics (the “ Monthly Expansion Capital Amount ”) which amount (x) shall be payable over a mutually agreed upon term not to exceed the then remaining balance of the Initial Term (or the then current Renewal Term) plus any Renewal Term to which LOTT is then committed or shall then commit (the “ Capital Amortization Period ”), and (y) shall be sufficient to provide Logistics the equivalent of a rate of return equal to the Prime Rate plus an additional rate of return to be agreed to by the Parties over the Capital Amortization Period on the Expansion Capital Expenditure after taking into account the increased cash flows to Logistics reasonably anticipated to be received by Logistics from LOTT (or from a third party pursuant to a direct contractual commitment to Logistics) in connection with such Capital Improvement, or (B) another adjustment to the Throughput Fees, as applicable, as the Parties may agree and (3) the Parties shall have agreed on any adjustment to the Minimum Quarterly Throughput Payment or the Minimum Throughput Capacity, as the case may be. The Monthly Expansion Capital Amount, if applicable, shall be billed and paid monthly following the commencement of operations of the Capital Improvement and LOTT’s obligation to pay the Monthly Expansion Capital Amount shall survive the termination of this Agreement (other than a termination in connection with a breach of this Agreement by Logistics or a Force Majeure event affecting the ability of Logistics to provide services under this Agreement). In connection with the construction of any Capital Improvement pursuant to this Section 2(g)(iv) , LOTT shall be entitled to participate in all stages of planning, scheduling, implementing, and oversight of the construction. LOTT shall also be entitled to audit all expenditures incurred in connection with the Capital Improvement in accordance with Section 17(n) . The Parties agree that any Capital Improvement constructed by Logistics pursuant to this Section 2(g)(iv) shall be treated as the separate property of Logistics.

(v)      If for any reason the Capital Improvement shall not be constructed pursuant to Section 2(g)(iv) above, and such Capital Improvement is in accordance with applicable required engineering and regulatory standards, and the Parties agree that the Capital Improvement would not reasonably be expected to have a material adverse impact on the operations or efficiency of the Rail Offloading Facility, taken as a whole, or result in any material additional unreimbursed costs to Logistics, then LOTT may proceed with the construction and financing of the Capital Improvement and, upon completion of construction, LOTT shall be the owner and operator of such Capital Improvement; provided, however , that, until a lease, right-of-way or other agreement contemplated by Section 6.6(b) of the Purchase Agreement has been obtained, Logistics shall determine in its sole discretion whether any construction by Lion on the South Rack Parcel or the North Rack Parcel (each as defined in the Purchase Agreement) would not reasonably be expected to have a material adverse impact on the operations or efficiency of the Rail Offloading Facility, taken as a whole, or result in any material additional unreimbursed costs to Logistics. The Parties agree that any Capital Improvement constructed by LOTT pursuant to this Section 2(g)(v) shall be treated as the separate property of LOTT. Logistics shall reasonably cooperate with LOTT in ensuring that the Capital Improvement shall operate as intended, including by operating and maintaining all necessary connections to the Rail Offloading Facility, subject to LOTT’s reimbursing Logistics on a monthly basis for any incremental

expenses arising from operating or maintaining such connections as determined by Logistics in good faith. LOTT shall defend, indemnify and hold harmless the Logistics Indemnitees from and against any Liabilities resulting from the construction, ownership and operation by LOTT of any Capital Improvement constructed by LOTT pursuant to this Section 2(g)(v) .

(vi)      Upon completion of the construction of such Capital Improvement, Logistics or LOTT, as applicable, will own such Capital Improvement, and will operate and maintain such Capital Improvement in accordance with Applicable Law and recognized industry standards.

(h)      Notification of Utilization . Upon request by Logistics, LOTT will provide to Logistics written notification of LOTT’s reasonable good faith estimate of its anticipated future utilization of the Rail Offloading Facility.

(i)      Scheduling and Accepting Deliveries .

(i)      Logistics will schedule movements and accept deliveries of Materials in a manner that permits LOTT to utilize the Rail Offloading Facility in substantially the same manner as it did prior to the Effective Date.

(ii)      All deliveries hereunder shall be made in accordance with the scheduling procedures and processes mutually agreed upon by the Parties.

(iii)      Both Parties shall abide by all Applicable Laws and ordinances and all rules and regulations which are promulgated by the Parties or the railroad or posted at the Rail Offloading Facility, with respect to the use of such facilities as herein provided. It is understood and agreed by LOTT that these rules and regulations may be changed, amended or modified by Logistics at any time. All changes, amendments and modifications shall become binding upon LOTT 10 days following receipt by LOTT of a copy thereof.

(j)      Business Interruption Insurance . LOTT or its Affiliates shall maintain commercially reasonable business interruption insurance for the benefit of the Refinery.

(k)      Insurance (Other than Business Interruption Insurance) . During the Term of this Agreement, each of Logistics and LOTT shall at all times carry and maintain, or cause to be carried and maintained, with reputable insurance companies reasonably acceptable to the other Party, commercially reasonable insurance coverages and limits.

(l)      Documentation . Logistics shall furnish LOTT with the following reports covering services hereunder involving LOTT’s Materials:

(i)      Within 10 Business Days following the end of the Month, a statement showing, by Material: (A) LOTT’s monthly aggregate deliveries into the Rail Offloading Facility; and (B) calculation of all LOTT’s Throughput Fees under this Agreement.

(ii)      A copy of any meter calibration report, to be available for inspection upon reasonable request by LOTT following any calibration.

(m)      Product Quantity Measurement . All quantities of Materials received at the Rail Offloading Facility via railcar shall be calculated based on the weight of such Materials as indicated on the applicable railcar bill of lading and the actual API gravity of such Materials in net barrels using the applicable API and ASTM or equivalent standards. Logistics shall, in its reasonable discretion, reconcile such calculation with the quantity indicated by custody transfer meter to the extent a material discrepancy exists between such calculation and the quantity indicated by custody transfer meter. All quantities shall be adjusted to net gallons at 60° F in accordance with ASTM D-1250 Petroleum Measurement Tables, or the latest revisions thereof. If at any time that such bills of lading are not available, quantities of Materials received at the Rail Offloading Facility shall be measured by custody transfer metering in net barrels using the applicable API and ASTM or equivalent standards. LOTT shall provide Logistics with all reasonable documentation with respect to the volumes offloaded and throughput at the Rail Offloading Facility, including but not limited to, inspection reports, meter tickets or other similar documentation within three Business Days of completion of train discharge.

(n)      Demurrage . Logistics will not pay demurrage, except (i) if such demurrage is the result of Logistics’ gross negligence or willful misconduct, or (ii) to the extent caused by Logistics’ contractors, subcontractors or agents, and then only up to the amounts Logistics is able to recover from its contractors, subcontractor and/or agents.

Section 3.      Custody, Title and Risk of Loss.

(a)      Logistics shall have no obligation to measure volume gains and losses and shall have no liability whatsoever for normal course volumetric losses that may result from the offloading and throughput of the Materials at the Rail Offloading Facility, except if such volumetric losses are caused by the gross negligence or willful misconduct of Logistics. Subject to the preceding sentence, LOTT will bear any volumetric gains and losses that may result from the offloading and throughput of the Materials at the Rail Offloading Facility.

(b)      Except as provided in Section 3(a) , title and the risk of loss or damage to the Materials shall remain at all times with LOTT, subject to any lien in favor of Logistics under Applicable Laws. Logistics will have custody of Materials from (i) the time a railcar containing Materials enters the Rail Offloading Facility and third-party locomotive crew has disembarked from, and Logistics’ or a Logistics contractor’s locomotive crew has embarked onto, the locomotive used to transfer railcars to the Rail Offloading Facility, until (ii) the offloaded Materials pass through the first pipeline flange connecting the delivery line to the Refinery.

(c)      To the extent railcars are damaged and require immediate and/or major repair, and cannot be safely offloaded at the Rail Offloading Facility, such railcars will be moved to the bad order track at LOTT’s sole risk and expense. Logistics will notify LOTT in writing as soon as reasonably practical that damaged railcars have been moved to the bad order track. Once on the bad order track, Logistics will use commercially reasonable efforts to offload and repair or remove such damaged railcars at LOTT’s sole risk and expense. Measurements, title, custody, Materials

quality and other data associated with the bad order railcars will be coordinated between Logistics and LOTT on a case-by-case basis. If LOTT does not use commercially reasonable efforts to promptly offload and repair or remove damaged railcars on the bad order track, then 30 days after notification has been provided to LOTT, Logistics may (i) remove such railcars from the Rail Offloading Facility to an alternate site at LOTT’s sole cost and expense, and (ii) assess LOTT a fee for any railcars remaining on the bad order track. If, at any time the number of materially damaged railcars at the Rail Offloading Facility should exceed the capacity of the bad order track, Logistics shall promptly notify LOTT, and if LOTT does not immediately make suitable arrangements to have sufficient damaged railcars repaired or removed from the Rail Offloading Facility, then Logistics may remove such railcars from the Rail Offloading Facility to an alternate site at LOTT’s sole cost and expense.

(d)      To the extent railcars are damaged during the offloading of the Materials, LOTT shall not be responsible for any damage to such railcars caused by an act or omission of Logistics and its Affiliates, or any of its respective employees, representatives, agents or contractors, except to the extent that such damage to or loss of property was caused by the negligence, gross negligence or willful misconduct of LOTT.

Section 4.      Force Majeure.

(a)      In the event that either Party is rendered unable, wholly or in part, by a Force Majeure event to perform its obligations under this Agreement, then upon the delivery by such Party (the “ Force Majeure Party ”) of written notice (a “ Force Majeure Notice ”) and full particulars of the Force Majeure event as promptly as practicable after the occurrence of the Force Majeure event relied on, the obligations of the Parties, to the extent they are affected by the Force Majeure event, shall be suspended for the duration of any inability so caused; provided , that the obligations of Logistics hereunder may be suspended for a Force Majeure event only to the extent the Force Majeure event specifically applies to the Rail Offloading Facility or the delivery pipeline from the Rail Offloading Facility to the applicable Crude Oil storage tank. Notwithstanding the foregoing, if LOTT is the Force Majeure Party, (i) prior to the third anniversary of the Effective Date, LOTT shall be required to continue to make payments for the Throughput Fees for volumes actually offloaded under this Agreement, which shall not be less than the Minimum Quarterly Throughput Payment and (ii) from and after the third anniversary of the Effective Date, LOTT shall be required to continue to make payments for the Throughput Fees for volumes actually delivered under this Agreement (and shall not be required to make any Minimum Quarterly Throughput Payment). If Logistics is the Force Majeure Party, the Minimum Quarterly Throughput Payment shall be subject to adjustment pursuant to Section 9(b) . The Force Majeure Party shall identify in such Force Majeure Notice the approximate length of time that it believes in good faith such Force Majeure event shall continue (the “ Force Majeure Period ”). LOTT shall be required to pay any amounts accrued and due under this Agreement at the time of the Force Majeure event. The cause of the Force Majeure event shall so far as possible be remedied with all reasonable dispatch. Prior to the third anniversary of the Effective Date, any suspension of the obligations of the Parties under this Section 4(a) as a result of a Force Majeure event that adversely affects Logistics’ ability to perform the services it is required to perform under this Agreement shall extend the Term for the same period of time as such

Force Majeure event continues (up to a maximum of one year) unless this Agreement is terminated under Section 4(b) .

(b)      If the Force Majeure Party advises in any Force Majeure Notice that it reasonably believes in good faith that the Force Majeure Period shall continue for more than 12 consecutive months beyond the third anniversary of the Effective Date, then at any time after the delivery of such Force Majeure Notice, either Party may deliver to the other Party a notice of termination (a “ Termination Notice ”), which Termination Notice shall become effective not earlier than 12 months after the later to occur of (i) the delivery of the Termination Notice and (ii) the third anniversary of the Effective Date; provided, however , that such Termination Notice shall be deemed cancelled and of no effect if the Force Majeure Period ends before the Termination Notice becomes effective; provided , further , that if the Termination Notice relates to a Force Majeure event that affects only a portion of the Rail Offloading Facility, then if and when such Termination Notice becomes effective, the termination effected thereby shall apply only to the obligations hereunder with respect to such portion of Rail Offloading Facility and the Parties shall amend this Agreement as appropriate to reflect such partial termination. Upon the cancellation of any Termination Notice, the Parties’ respective obligations hereunder shall resume as soon as reasonably practicable thereafter, and the Term shall be extended by the same period of time as is required for the Parties to resume such obligations. After the third anniversary of the Effective Date and following delivery of a Termination Notice, Logistics may terminate this Agreement, to the extent affected by the Force Majeure event, upon 60 days prior written notice to LOTT in order to enter into an agreement to provide any third party the services provided to LOTT under this Agreement; provided, however , that Logistics shall not have the right to terminate this Agreement for so long as LOTT continues to make the Minimum Quarterly Throughput Payments.

Section 5.      Effectiveness and Term.

(a)      The initial term of this Agreement (the “ Initial Term ”) shall commence on the Effective Date and shall continue until the ninth anniversary of the Effective Date. Thereafter, LOTT shall have a unilateral option to extend this Agreement for two additional three-year periods on the same terms and conditions set forth herein (each, a “ Renewal Term ”). The Initial Term and the Renewal Terms are sometimes referred to collectively herein as the “ Term .” In order to exercise its option to extend this Agreement for a Renewal Term, LOTT shall notify Logistics in writing not less than 12 months prior to the expiration of the Initial Term or any Renewal Term, as applicable.

(b)      The Parties may terminate this Agreement prior to the end of the Term (but are under no obligation to do so) (i) as they may mutually agree in writing, (ii) pursuant to a Termination Notice under Section 4(b) or (iii) pursuant to a Suspension Notice under Section 12(b) .

(c)      Upon expiration or termination of this Agreement, LOTT shall be responsible for removing any remaining Materials of LOTT from the Rail Offloading Facility.

(d)      LOTT shall, upon expiration or termination of this Agreement, promptly remove any and all of its owned equipment, if any, and restore the Rail Offloading Facility to its condition prior to the installation of such equipment.

Section 6.      Right to Enter into a New Agreement.

In the event that LOTT fails to exercise its option to extend this Agreement for any Renewal Term, Logistics shall have the right to negotiate to enter into one or more new offload and throughput agreements with respect to the Rail Offloading Facility with one or more third parties to begin after the date of termination. In such circumstances, Logistics shall give LOTT 45 days’ prior written notice of any proposed new offload and throughput agreement with a third party, including (i) the material terms and conditions thereof (including fee schedules and duration) and (ii) a 45-day period (beginning on LOTT’s receipt of such written notice) (the “ First Offer Period ”) in which LOTT may enter into a new offload and throughput agreement with Logistics (the “ Right of First Refusal ”). If LOTT makes an offer on commercial terms that are no less favorable, taken as a whole, than the proposed third-party offer with respect to such offload and throughput agreement during the First Offer Period, then Logistics shall be obligated to enter into a offload and throughput agreement with LOTT on the terms set forth in its proposed offer. If LOTT does not exercise its Right of First Refusal in the matter set forth above, Logistics may proceed with the negotiation of and entry into the third-party agreement.

Section 7.      Notices.

All notices, requests, demands, and other communications hereunder will be in writing and will be deemed to have been duly given upon confirmation of actual delivery thereof: (a) by transmission by facsimile or hand delivery; (b) mailed via the official governmental mail system, sent first class, postage pre-paid, via certified or registered mail, with a return receipt requested; (c) mailed by an internationally recognized overnight express mail service such as FedEx, UPS, or DHL Worldwide; or (d) by e-mail. All notices will be addressed to the Parties at the respective addresses as follows:

if to LOTT:

Lion Oil Trading & Transportation, LLC
c/o Delek US Holdings, Inc.

7102 Commerce Way
Brentwood, TN 37027
Attn: General Counsel
Telecopy No: (615) 435-1271

with a copy, which shall not constitute notice, to:

Lion Oil Trading & Transportation, LLC
c/o Delek US Holdings, Inc.

7102 Commerce Way
Brentwood, TN 37027
Attn: President
Telecopy No: (615) 435-1271

if to Lion:

Lion Oil Company
c/o Delek US Holdings, Inc.
7102 Commerce Way
Brentwood, TN 37027
Attn: General Counsel
Telecopy No: (615) 435-1271

with a copy, which shall not constitute notice, to:

Lion Oil Company
c/o Delek US Holdings, Inc.
7102 Commerce Way
Brentwood, TN 37027
Attn: President
Telecopy No: (615) 435-1271

if to Logistics:

Delek Logistics Operating, LLC
c/o Delek Logistics GP, LLC
7102 Commerce Way
Brentwood, TN 37027
Attn: General Counsel
Telecopy No: (615) 435-1271

with a copy, which shall not constitute notice, to:

Delek Logistics Operating, LLC
c/o Delek Logistics GP, LLC
7102 Commerce Way
Brentwood, TN 37027
Attn: Chief Executive Officer
Telecopy No: (615) 435-1271

or to such other address or to such other person as either Party will have last designated by notice to the other Party.

Section 8.      Deficiency Payments.

(a)      As soon as practicable following the end of each Month, Logistics shall deliver to LOTT a written notice (the “ Deficiency Notice ”) detailing any failure of LOTT to meet any of its payment obligations under this Agreement. The Deficiency Notice shall (i) specify in reasonable detail the nature of any payment deficiency and (ii) specify the approximate dollar amount that Logistics believes would have been paid by LOTT to Logistics if LOTT had complied with its

payment obligations under this Agreement (the “ Deficiency Payment ”). LOTT shall pay the Deficiency Payment to Logistics 10 days after its receipt of the Deficiency Notice.

(b)      If LOTT disagrees with the Deficiency Notice, then, promptly following the payment of any undisputed portion of the Deficiency Payment to Logistics, a senior officer of LOTT and a senior officer of Logistics shall meet or communicate by telephone at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, and shall negotiate in good faith to attempt to resolve any differences that they may have with respect to matters specified in the Deficiency Notice. If such differences are not resolved within 30 days following the payment of any Deficiency Payment, LOTT and Logistics shall, within 45 days following the payment of such Deficiency Payment, submit any and all matters which remain in dispute and which were properly included in the Deficiency Notice to arbitration in accordance with Section 17(l) . During the 60-day period following the receipt of the Deficiency Notice, LOTT shall have the right, in accordance with Section 17(n) , to inspect and audit the working papers of Logistics relating to such Deficiency Payment.

(c)      If it is determined by arbitration in accordance with Section 17(l) that LOTT was required to make any or all of the disputed portion of the Deficiency Payment, LOTT shall promptly pay to Logistics such amount, together with interest thereon from the date provided in the last sentence of Section 8(a) at the Prime Rate, in immediately available funds.

Section 9.      Condition and Maintenance of Rail Offloading Facility.

(a)      Interruption of Service . Logistics shall use reasonable commercial efforts to minimize the interruption of service at the Rail Offloading Facility. Without limiting the generality of the foregoing, Logistics agrees that it will use reasonable commercial efforts, consistent with good industry standards and practices, to complete (and to cause any third parties to complete) any non-emergency maintenance undertaken by Logistics as promptly as reasonably practicable. Logistics shall inform LOTT at least 60 days in advance (or promptly, in the case of an unplanned interruption) of any anticipated partial or complete interruption of service of the Rail Offloading Facility, including relevant information about the nature, extent, cause and expected duration of the interruption and the actions Logistics is taking to resume full operations, provided that Logistics shall not have any liability for any failure to notify, or delay in notifying, LOTT of any such matters except to the extent LOTT has been materially damaged by such failure or delay. Logistics shall provide LOTT with an initial estimate of the period of any non-emergency maintenance and shall regularly update LOTT as to the progress of such maintenance. If Logistics determines that the expected completion date for maintenance has or is likely to change by 30 days or more, it shall promptly notify LOTT of such determination.

(b)      Maintenance and Repair Standards . Subject to interruptions for Force Majeure events pursuant to Section 4 and for routine repair and maintenance consistent with industry standards, Logistics shall maintain the Rail Offloading Facility with sufficient aggregate capacity to offload and throughput a volume of Materials at least equal to the Minimum Throughput Capacity. Logistics shall be under no obligation hereunder to maintain the tracks, locomotives or railcars. Logistics’ obligations may be temporarily suspended during the occurrence of, and for the entire duration of, a Force Majeure event or interruptions for routine repair and maintenance consistent

with industry standards that prevent Logistics from providing the Minimum Throughput Capacity. To the extent LOTT is prevented for 30 or more days in any Contract Year from delivering volumes for offload and throughput equal to the full Minimum Throughput Capacity for reasons of Force Majeure or other interruption of service (but not including interruptions of service due to a default by Lion or LOTT under this Agreement), in each case to the extent affecting the facilities or assets of Logistics, then the Minimum Quarterly Throughput Payment shall be calculated as follows:

This reduction to the Minimum Quarterly Throughput Payment occurs regardless of whether actual throughput prior to the reduction was below the Minimum Throughput Capacity. At such time as Logistics is capable of offloading and throughputting volumes equal to the full Minimum Throughput Capacity for an entire Month, LOTT’s obligation to make the full Minimum Quarterly Throughput Payment shall be restored. If for any reason, including, without limitation, a Force Majeure event, the throughput of the Rail Offloading Facility should fall below the Minimum Throughput Capacity, (i) such failure, in and of itself, shall not be deemed a breach of this Agreement, (ii) subject to Section 5(b), LOTT’s sole remedy will be for an adjustment to the Minimum Quarterly Throughput payment and (iii) Logistics shall, with due diligence and dispatch, make repairs to the Rail Offloading Facility to restore the capacity of the Rail Offloading Facility to that required for throughput of the Minimum Throughput Capacity (“ Restoration ”). Except as provided below in Section 9(c) , all of such Restoration shall be at Logistics’ cost and expense, unless the damage creating the need for such repairs was caused by the negligence or willful misconduct of LOTT, its employees, agents or customers.

(c)      Capacity Resolution . In the event of the failure of Logistics to maintain the Rail Offloading Facility with sufficient capacity to offload and throughput the Minimum Throughput Capacity, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two Business Days’ advance written notice. Any such meeting shall be held at a mutually agreeable location and attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (hereinafter defined). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration which will, among other things, specify steps to be taken by Logistics to fully accomplish the Restoration and the deadlines by which the Restoration must be completed (the “ Capacity Resolution ”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with applicable industry standards and shall take into consideration Logistics’ economic considerations relating to costs of the repairs and LOTT’s requirements concerning its refining and marketing operations. Logistics shall use commercially

reasonable efforts to continue to provide offload and throughput of LOTT’s Materials, to the extent the Rail Offloading Facility has the capability of doing so, during the period before Restoration is completed. In the event that LOTT’s economic considerations justify incurring additional costs to complete the Restoration in a more expedited manner than the time schedule determined in accordance with the preceding sentence, LOTT may require Logistics to expedite the Restoration to the extent reasonably possible, subject to LOTT’s payment, in advance, of the estimated incremental costs to be incurred as a result of the expedited time schedule. In the event the Parties agree to an expedited Restoration plan wherein LOTT agrees to fund a portion of the Restoration cost, then neither Party shall have the right to terminate this Agreement pursuant to Section 4(b) above so long as such Restoration is completed with due diligence and dispatch, and LOTT shall pay its portion of the Restoration cost to Logistics in advance based on a good faith estimate based on reasonable engineering standards. Upon completion, LOTT shall pay the difference between the actual portion of Restoration costs to be paid by LOTT pursuant to this Section 9(c) and the estimated amount paid under the preceding sentence within 30 days after receipt of Logistics’ invoice therefor, or, if appropriate, Logistics shall pay LOTT the excess of the estimate paid by LOTT over Logistics’ actual costs as previously described within 30 days after completion of the Restoration.

(d)      Product Quality. LOTT shall not deliver to the Rail Offloading Facility any Materials which: (i) would in any way be injurious to the Rail Offloading Facility or the Refinery; (ii) may not be lawfully offloaded or throughput in such facilities; (iii) would render such facilities unfit for proper storage or handling of similar Materials; or (iv) would not meet all relevant ASTM specifications, Applicable Laws and applicable railroad requirements for the shipment thereof.

(e)      Contamination. Logistics agrees that the Rail Offloading Facility used to provide services hereunder shall be in a condition generally acceptable within the industry and capable of handling the Materials without contaminating them.

(f)      Subject to LOTT’s obligations under the other Transaction Agreements, Logistics shall, at its sole cost and expense, take all (or cause to be taken) actions reasonably necessary or appropriate to obtain, apply for, maintain, monitor, renew, and/or modify as appropriate, any license authorization, certification, filing, recording, permit, waiver, exception, variance, franchise, order or other approval with or of any Governmental Authority pertaining or relating to the operation of the Rail Offloading Facility (the “ Required Permits ”) as presently operated. Logistics shall not do anything in connection with the performance of its obligations under this Agreement that causes a termination or suspension of the Required Permits.

(g)      Subject to the provisions of Sections 9(a) , 9(b) and 9(c) , Logistics will maintain and operate the Rail Offloading Facility in good working order and repair and serviceable condition in accordance with generally accepted industry standards and in compliance with all Applicable Law. Subject to the other Transaction Agreements, Logistics shall have sole responsibility for performing all offload and throughput services under this Agreement. Logistics shall not be responsible for any damage to railcars or track switching equipment in performing services hereunder, unless and to the extent such damages are the result of Logistics’ gross negligence or willful misconduct.

(h)      Additional Documentation . Logistics agrees that it shall provide LOTT:

(i)      With a true and complete copy of the policies and procedures that Logistics maintains, as from time to time in effect, with respect to the periodic inspection and cleaning of tanks and pipelines; and

(ii)      On an annual basis, and at such other times as reasonably requested by LOTT, evidence in customary form of Logistics’ adherence to the policies and procedures referred to in clause (i) above.

Section 10.      Offload, Throughput and Handling Services

(a)      Logistics agrees to keep the Rail Offloading Facility open for receipt of LOTT’s Materials at such times as the Parties agree from time to time.

(b)      From time to time during the Term, Logistics shall perform such additional offload, throughput, handling and measuring services agreed by the Parties from time to time (collectively, “ Additional Services ”). If any Additional Services are requested by LOTT, then the Parties shall negotiate in good faith to determine whether such Additional Services shall be provided and the appropriate rates to be charged for such Additional Services.

(c)      LOTT may, in its discretion, provide written instructions relating to specific Additional Services it is requesting or provide standing written instructions relating to ongoing Additional Services. LOTT may, at any time on reasonable prior notice, revoke or modify any instruction it has previously given, whether such previous instructions relate to a specific Additional Service or are instructions relating to an ongoing Additional Service or Services. Logistics shall not be required to perform any requested Additional Services that Logistics reasonably believes violate Applicable Law or will materially adversely interfere with, or be detrimental to, the operation of the Rail Offloading Facility or Refinery.

Section 11.      [Reserved]

Section 12.      Suspension of Refinery Operations

(a)      LOTT shall inform Logistics at least 60 days in advance (or promptly, in the case of an unplanned interruption) of any anticipated partial or complete interruption of operations of the Refinery, including relevant information about the nature, extent, cause and expected duration of the interruption and the actions Lion is taking to resume full operations, provided that Lion shall not have any liability for any failure to notify, or delay in notifying, Logistics of any such matters except to the extent Logistics has been materially damaged by such failure or delay.

(b)      From and after the second anniversary of the Effective Date, in the event that Lion decides to permanently or indefinitely suspend refining operations at the Refinery for a period that shall continue for at least 12 consecutive months, LOTT may provide written notice to Logistics of LOTT’s intent to terminate this Agreement (the “ Suspension Notice ”). Such Suspension Notice shall be sent at any time (but not prior to the second anniversary of the Effective Date) after LOTT has notified Logistics of such suspension and, upon the expiration of the period of 12 months (which may run concurrently with the 12-month period described in the immediately preceding sentence)

following the date such notice is sent (the “ Notice Period ”), this Agreement shall terminate. If LOTT notifies Logistics, more than two months prior to the expiration of the Notice Period, of Lion’s intent to resume operations at the Refinery, then the Suspension Notice shall be deemed revoked and this Agreement shall continue in full force and effect as if such Suspension Notice had never been delivered. Subject to Section 4(a) and Section 12(c) , during the Notice Period, LOTT shall remain liable for Deficiency Payments. During the Notice Period, Logistics may terminate this Agreement upon 60 days’ prior written notice to LOTT in order to enter into an agreement to provide any third party the services provided to LOTT under this Agreement; provided, however , that Logistics shall not have the right to terminate this Agreement for so long as Lion continues to make Deficiency Payments.

(c)      If refining operations at the Refinery are suspended for any reason (including refinery turnaround operations and other scheduled maintenance), then LOTT shall remain liable for Deficiency Payments under this Agreement for the duration of the suspension, unless and until this Agreement is terminated as provided above. LOTT shall provide at least 30 days’ prior written notice of any suspension of operations at the Refinery due to a planned turnaround or scheduled maintenance, provided that LOTT shall not have any liability for any failure to notify, or delay in notifying, Logistics of any such suspension except to the extent Logistics has been materially damaged by such failure or delay.

Section 13.      Regulatory Matters

(a)      The Parties are entering into this Agreement in reliance upon and shall comply in all material respects with all Applicable Law which directly or indirectly affects the services provided hereunder. Each Party shall be responsible for compliance with all Applicable Law associated with such Party’s respective performance hereunder and the operation of such Party’s facilities. In the event any action or obligation imposed upon a Party under this Agreement shall at any time be in conflict with any requirement of Applicable Law, then this Agreement shall immediately be modified to conform the action or obligation so adversely affected to the requirements of the Applicable Law, and all other provisions of this Agreement shall remain effective.

(b)      If during the Term, any new Applicable Law becomes effective or any existing Applicable Law or its interpretation is materially changed, which change is not addressed by another provision of this Agreement and which has a material adverse economic impact upon Logistics, Logistics, acting in good faith, shall have the option to request renegotiation of the relevant provisions of this Agreement with respect to future performance. The Parties shall then meet to negotiate in good faith amendments to this Agreement that will conform to the new Applicable Law while preserving the Parties’ economic, operational, commercial and competitive arrangements in accordance with the understandings set forth herein.

(c)      If during the Term, Logistics is required, under Applicable Law, to file one or more tariffs with any Governmental Authority, in order to provide services under this Agreement, LOTT hereby agrees that, if the services to be provided under such tariff or tariffs is provided in conformance with this Agreement, including but not limited to the rates provided hereunder, LOTT will not oppose, or assist any other party in opposing, the filing of such tariff or tariffs.

Section 14.      Indemnification

(a)      Logistics shall defend, indemnify and hold harmless LOTT, its Affiliates, and their respective directors, officers, employees, representatives, agents, contractors, successors and permitted assigns (collectively, the “ LOTT Indemnitees ”) from and against any Liabilities directly or indirectly arising out of (i) any breach by Logistics of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of Logistics made herein or in connection herewith proving to be false or misleading, (ii)  any failure by Logistics, its Affiliates or any of their respective employees, representatives, agents or contractors to comply with or observe any Applicable Law, or (iii) injury, disease, or death of any Person or damage to or loss of any property, fine or penalty, any of which is caused by Logistics, its Affiliates or any of their respective employees, representatives, agents or contractors in the exercise of any of the rights granted hereunder or the handling, storage, transportation or disposal of any Materials hereunder, or the operation of locomotives, railcars or track switching equipment in connection herewith, except to the extent that such injury, disease, death, or damage to or loss of property was caused by the gross negligence or willful misconduct on the part of the LOTT Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, Logistics’ liability to the LOTT Indemnitees pursuant to this Section 14(a) shall be net of any insurance proceeds actually received by the LOTT Indemnitees or any of their respective Affiliates from any third Person with respect to or on account of the damage or injury which is the subject of the indemnification claim. LOTT agrees that it shall, and shall cause the other LOTT Indemnitees to, (x) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the LOTT Indemnitees are entitled with respect to or on account of any such damage or injury, (y) notify Logistics of all potential claims against any third Person for any such insurance proceeds, and (z) keep Logistics fully informed of the efforts of the LOTT Indemnitees in pursuing collection of such insurance proceeds.

(b)      LOTT shall defend, indemnify and hold harmless Logistics, its Affiliates, and their respective directors, officers, employees, representatives, agents, contractors, successors and permitted assigns (collectively, the “ Logistics Indemnitees ”) from and against any Liabilities directly or indirectly arising out of (i) any breach by LOTT of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of LOTT made herein or in connection herewith proving to be false or misleading, (ii) any failure by LOTT, its Affiliates or any of their respective employees, representatives, agents (including, for the avoidance of doubt, railroad personnel to the extent acting as agents for LOTT and its Affiliates) or contractors to comply with or observe any Applicable Law, or (iii) injury, disease, or death of any person or damage to or loss of any property, fine or penalty, any of which is caused by LOTT, its Affiliates or any of their respective employees, representatives, agents (including, for the avoidance of doubt, railroad personnel to the extent acting as agents for LOTT and its Affiliates) or contractors in the exercise of any of the rights granted hereunder or the handling, storage, transportation or disposal of any Materials hereunder, or the operation of locomotives, railcars or track switching equipment in connection herewith, except to the extent that such injury, disease, death, or damage to or loss of property was caused by the gross negligence or willful misconduct on the part of the Logistics Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, LOTT’s liability to the Logistics Indemnitees pursuant

to this Section 14(b) shall be net of any insurance proceeds actually received by the Logistics Indemnitees or any of their respective Affiliates from any third Person with respect to or on account of the damage or injury which is the subject of the indemnification claim. Logistics agrees that it shall, and shall cause the other Logistics Indemnitees to, (x) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Logistics Indemnitees are entitled with respect to or on account of any such damage or injury, (y) notify LOTT of all potential claims against any third Person for any such insurance proceeds, and (z) keep LOTT fully informed of the efforts of the Logistics Indemnitees in pursuing collection of such insurance proceeds.

(c)      THE FOREGOING INDEMNITIES ARE INTENDED TO BE ENFORCEABLE AGAINST THE PARTIES IN ACCORDANCE WITH THE EXPRESS TERMS AND SCOPE THEREOF NOTWITHSTANDING ANY EXPRESS NEGLIGENCE RULE OR ANY SIMILAR DIRECTIVE THAT WOULD PROHIBIT OR OTHERWISE LIMIT INDEMNITIES BECAUSE OF THE SOLE, CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE, STRICT LIABILITY OR FAULT OF ANY OF THE INDEMNIFIED PARTIES (EXCLUDING, IN THE CASE OF SECTION 14(a)(iii) AND SECTION 14(b)(iii) , GROSS NEGLIGENCE OR WILLFUL MISCONDUCT).

(d)      The Transaction Agreements contain additional indemnity provisions. The indemnities contained in this Section 14 are in addition to and not in lieu of the indemnity provisions contained in the Transaction Agreements. Any indemnification obligation of LOTT to the Logistics Indemnitees on the one hand, or Logistics to the LOTT Indemnitees on the other hand, pursuant to this Section 14 shall be reduced by an amount equal to any indemnification recovery by such Indemnitees pursuant to the other Transaction Agreements to the extent that such other indemnification recovery arises out of the same event or circumstance giving rise to the indemnification obligation of LOTT or Logistics, respectively, hereunder.

Section 15.      Limitation on Damages

Notwithstanding anything to the contrary contained herein, neither Party shall be liable or responsible to the other Party or such other Party’s affiliated Persons for any consequential, punitive, special, incidental or exemplary damages, or for loss of profits or revenues (collectively referred to as “ Special Damages ”) incurred by such Party or its affiliated Persons that arise out of or relate to this Agreement, regardless of whether any such claim arises under or results from contract, tort, or strict liability; provided that the foregoing limitation is not intended and shall not affect Special Damages imposed in favor of unaffiliated Persons that are not Parties to this Agreement.

Section 16.      Guaranty by Lion

Lion hereby unconditionally and irrevocably guarantees to Logistics the due and punctual payment of all sums payable by LOTT under this Agreement. In the case of the failure of LOTT to make any such payment as and when due, Lion hereby agrees to make such payment or cause such payment to be made, promptly upon written demand by Logistics to Lion, but any delay in providing such notice shall not under any circumstances reduce the liability of Lion or operate as a waiver of Logistics’ right to demand payment.

Section 17.      Miscellaneous

(a)      Modification; Waiver . This Agreement may be terminated, amended or modified only by a written instrument executed by the Parties. Any of the terms and conditions of this Agreement may be waived in writing at any time by the Party entitled to the benefits thereof. No waiver of any of the terms and conditions of this Agreement, or any breach thereof, will be effective unless in writing signed by a duly authorized individual on behalf of the Party against which the waiver is sought to be enforced. No waiver of any term or condition or of any breach of this Agreement will be deemed or will constitute a waiver of any other term or condition or of any later breach (whether or not similar), nor will such waiver constitute a continuing waiver unless otherwise expressly provided.

(b)      Entire Agreement . This Agreement, together with the Transaction Agreements, constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings of the Parties in connection therewith.

(c)      Successors and Assigns .

(i)      LOTT shall not assign its rights or obligations hereunder without Logistics’ consent; provided, however , that (1) LOTT may assign this Agreement without Logistics’ consent in connection with a sale by LOTT of all or substantially all of the Refinery, including by merger, equity sale, asset sale or otherwise, so long as the transferee: (A) agrees to assume all of LOTT’s obligations under this Agreement and (B) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by LOTT in its reasonable judgment; and (2) LOTT shall be permitted to make a collateral assignment of this Agreement solely to secure financing for Delek US and its Affiliates.

(ii)      Logistics shall not assign its rights or obligations under this Agreement without the consent of LOTT; provided, however , that (1) Logistics may assign this Agreement without such consent in connection with a sale by Logistics of all or substantially all of the Rail Offloading Facility, including by merger, equity sale, asset sale or otherwise, so long as the transferee: (A) agrees to assume all of Logistics’ obligations under this Agreement; (B) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by Logistics in its reasonable judgment; and (C) is not a competitor of LOTT, as determined by LOTT in good faith; and (2) Logistics shall be permitted to make a collateral assignment of this Agreement solely to secure financing for the Partnership and its Affiliates.

(iii)      Any assignment that is not undertaken in accordance with the provisions set forth above shall be null and void ab initio . A Party making any assignment shall promptly notify the other Party of such assignment, regardless of whether consent is required.

(iv)      This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

(v)      The Parties’ obligations hereunder shall not terminate in connection with a Partnership Change of Control; provided, however , that in the case of a Partnership Change of Control, LOTT shall have the option to extend the Term of this Agreement as provided in Section 5 , without regard to the notice periods provided in the fourth sentence of Section 5(a) . Logistics shall provide LOTT with notice of any Partnership Change of Control at least 60 days prior to the effective date thereof.

(d)      Counterparts . This Agreement may be executed in one or more counterparts (including by facsimile or portable document format (pdf)) for the convenience of the Parties hereto, each of which counterparts will be deemed an original, but all of which counterparts together will constitute one and the same agreement.

(e)      Severability . Whenever possible, each provision of this Agreement will be interpreted in such manner as to be valid and effective under Applicable Law, but if any provision of this Agreement or the application of any such provision to any person or circumstance will be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision hereof, and the Parties will negotiate in good faith with a view to substitute for such provision a suitable and equitable solution in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.

(f)      No Inducement . No promise, representation or inducement has been made by any of the Parties that is not embodied in this Agreement, and none of the Parties shall be bound by or liable for any alleged representation, promise or inducement not so set forth.

(g)      Time of the Essence . Time is of the essence with respect to all aspects of each Party’s performance of any obligations under this Agreement.

(h)      No Third Party Beneficiaries . It is expressly understood that the provisions of this Agreement do not impart enforceable rights in anyone who is not a Party or successor or permitted assignee of a Party.

(i)      Choice of Law . This Agreement shall be subject to and governed by the laws of the State of Texas, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Agreement to the laws of another state.

(j)      Further Assurances . In connection with this Agreement and all transactions contemplated by this Agreement, each signatory Party hereto agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement and all such transactions.

(k)      Survival . All audit rights, payment, confidentiality and indemnification obligations and obligations under this Agreement shall survive the expiration or termination of this Agreement.

(l)      Arbitration Provision . Any and all Disputes shall be resolved through the use of binding arbitration using three arbitrators, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as supplemented to the extent necessary to determine any procedural appeal questions by the Federal Arbitration Act (Title 9 of the United States Code). If there is any inconsistency between this Section 17(l ) and the Commercial Arbitration Rules or the Federal Arbitration Act, the terms of this Section 17(l) will control the rights and obligations of the Parties. Arbitration must be initiated within the time limits set forth in this Agreement, or if no such limits apply, then within a reasonable time or the time period allowed by the applicable statute of limitations. Arbitration may be initiated by а Party (“ Claimant ”) serving written notice on the other Party (“ Respondent ”) that the Claimant elects to refer the Dispute to binding arbitration. Claimant’s notice initiating binding arbitration must identify the arbitrator Claimant has appointed. The Respondent shall respond to Claimant within 30 days after receipt of Claimant’s notice, identifying the arbitrator Respondent has appointed. If the Respondent fails for any reason to name an arbitrator within the 30-day period, Claimant shall petition the American Arbitration Association for appointment of an arbitrator for Respondent’s account. The two arbitrators so chosen shall select а third arbitrator within 30 days after the second arbitrator has been appointed. The Claimant will pay the compensation and expenses of the arbitrator named by or for it, and the Respondent will pay the compensation and expenses of the arbitrator named by or for it. The costs of petitioning for the appointment of an arbitrator, if any, shall be paid by Respondent. The Claimant and Respondent will each pay one-half of the compensation and expenses of the third arbitrator. All arbitrators must (i) be neutral parties who have never been officers, directors or employees of LOTT, Logistics or any of their Affiliates and (ii) have not less than seven years of experience in the energy industry. The hearing will be conducted in Houston, Texas and commence within 30 days after the selection of the third arbitrator. LOTT, Logistics and the arbitrators shall proceed diligently and in good faith in order that the award may be made as promptly as possible. Except as provided in the Federal Arbitration Act, the decision of the arbitrators will be binding on and non-appealable by the Parties hereto. The arbitrators shall have no right to grant or award Special Damages.

(m)      Confidentiality .

(i)      Obligations . Each Party shall use commercially reasonable efforts to retain the other Party’s Confidential Information in confidence and not disclose the same to any third party nor use the same, except as authorized by the disclosing Party in writing or as expressly permitted in this Section 17(m) . Each Party further agrees to take the same care with the other Party’s Confidential Information as it does with its own, but in no event less than a reasonable degree of care.

(ii)      Required Disclosure . Notwithstanding Section 17(m)(i) above, if the receiving Party becomes legally compelled to disclose the Confidential Information by a court, Governmental Authority or Applicable Law, including the rules and regulations of the Securities and Exchange Commission, or is required to disclose pursuant to the rules and regulations of any national securities exchange upon which the receiving Party or its parent entity is listed, any of the disclosing Party’s Confidential Information, the receiving Party shall promptly advise the disclosing Party of such requirement to disclose Confidential Information as soon as the receiving Party becomes aware that such a requirement to disclose

might become effective, in order that, where possible, the disclosing Party may seek a protective order or such other remedy as the disclosing Party may consider appropriate in the circumstances. The receiving Party shall disclose only that portion of the disclosing Party’s Confidential Information that it is required to disclose and shall cooperate with the disclosing Party in allowing the disclosing Party to obtain such protective order or other relief.

(iii)      Return of Information . Upon written request by the disclosing Party, all of the disclosing Party’s Confidential Information in whatever form shall be returned to the disclosing Party upon termination of this Agreement or destroyed with destruction certified by the receiving Party, without the receiving Party retaining copies thereof except that one copy of all such Confidential Information may be retained by a Party’s legal department solely to the extent that such Party is required to keep a copy of such Confidential Information pursuant to Applicable Law, and the receiving Party shall be entitled to retain any Confidential Information in the electronic form or stored on automatic computer back-up archiving systems during the period such backup or archived materials are retained under such Party’s customary procedures and policies; provided, however , that any Confidential Information retained by the receiving Party shall be maintained subject to confidentiality pursuant to the terms of this Section 17(m) , and such archived or back-up Confidential Information shall not be accessed except as required by Applicable Law.

(iv)      Receiving Party Personnel . The receiving Party will limit access to the Confidential Information of the disclosing Party to those of its employees, attorneys and contractors that have a need to know such information in order for the receiving Party to exercise or perform its rights and obligations under this Agreement (the “ Receiving Party Personnel ”). The Receiving Party Personnel who have access to any Confidential Information of the disclosing Party will be made aware of the confidentiality provision of this Agreement, and will be required to abide by the terms thereof. Any third party contractors that are given access to Confidential Information of a disclosing Party pursuant to the terms hereof shall be required to sign a written agreement pursuant to which such Receiving Party Personnel agree to be bound by the provisions of this Agreement, which written agreement will expressly state that it is enforceable against such Receiving Party Personnel by the disclosing Party.

(v)      Survival . The obligation of confidentiality under this Section 17(m) shall survive the termination of this Agreement for a period of two years.

(n)      Audit and Inspection . During the Term, LOTT and its duly authorized agents and/or representatives, upon reasonable notice and during normal working hours, shall have access to the accounting records and other documents maintained by Logistics, or any of Logistics’ contractors and agents, which relate to this Agreement, and shall have the right to audit such records at any reasonable time or times during the Term of this Agreement and for a period of up to two years after termination of this Agreement. Claims as to shortage in quantity or defects in quality shall be made by written notice within 30 days after the delivery in question or shall be deemed to have been waived. The right to inspect or audit such records shall survive termination of this Agreement for

a period of two years following the end of the Term. Logistics shall preserve, and shall cause all contractors or agents to preserve, all of the aforesaid documents for a period of at least two years from the end of the Term.

(o)      Special Provisions Regarding Rack Unavailability. In the event that either the north rack or the south rack of the Rail Offloading Facility becomes unavailable because of a claim by a third party that, at the Effective Date, Lion or LOTT did not have a valid lease, access agreement, easement or similar agreement to permit access by the Parties to the premises upon which such rack is located, then (regardless of whether any Logistics Indemnitee incurs any Liabilities as a result of such claim), for the duration of such unavailability, each of the Minimum Heavy Crude Throughput Capacity, the Minimum Heavy Crude Throughput Volume, the Minimum Light Crude Throughput Capacity, the Minimum Light Crude Throughput Volume and the Minimum Quarterly Throughput Payment shall be reduced by multiplying such amount by a fraction, (i) the numerator of which is 20 and the denominator of which is 38, if the Parties cannot access the south rack, or (ii) the numerator of which is 18 and the denominator of which is 38, if the Parties cannot access the north rack. This Section 17(o) shall not reduce any indemnification provided under the Purchase Agreement.

[ Remainder of page intentionally left blank. Signature page follows. ]

IN WITNESS WHEREOF, the undersigned Parties have executed this Agreement as of the date first written above.

LION OIL TRADING &
TRANSPORTATION, LLC


By: /s/ H. Pete Daily    
Name: H. Pete Daily    
Title: Executive Vice President    

By: /s/ Mark D. Smith        
Name: Mark D. Smith    
Title: Executive Vice President

LION OIL COMPANY (solely for purposes of Sections 7 and 16 )

By: /s/ H. Pete Daily    
Name: H. Pete Daily    
Title: Executive Vice President    

By: /s/ Mark D. Smith        
Name: Mark D. Smith    
Title: Vice President

DELEK LOGISTICS OPERATING, LLC

By: /s/ Assaf Ginzburg    
Name: Assaf Ginzburg    
Title: Executive Vice President    

By: /s/ Avigal Soreq        
Name: Avigal Soreq    
Title: Vice President

THIRD AMENDED AND RESTATED OMNIBUS AGREEMENT

among

DELEK US HOLDINGS, INC.,

DELEK REFINING, LTD.,

LION OIL COMPANY,

DELEK LOGISTICS PARTNERS, LP,

PALINE PIPELINE COMPANY, LLC,

SALA GATHERING SYSTEMS, LLC,

MAGNOLIA PIPELINE COMPANY, LLC,

EL DORADO PIPELINE COMPANY, LLC,

DELEK CRUDE LOGISTICS, LLC,

DELEK MARKETING-BIG SANDY, LLC,

DELEK MARKETING & SUPPLY, LP,

DKL TRANSPORTATION, LLC,

DELEK LOGISTICS OPERATING, LLC

and

DELEK LOGISTICS GP, LLC

Table of Contents

THIRD AMENDED AND RESTATED OMNIBUS AGREEMENT

This THIRD AMENDED AND RESTATED OMNIBUS AGREEMENT (“ Agreement ”) is entered into on, and effective as of, March 31, 2015, among Delek US Holdings, Inc., a Delaware corporation (“ Delek US ”), on behalf of itself and the other Delek Entities (as defined herein), Delek Refining, Ltd., a Texas Limited Partnership (“ Delek Refining ”), Lion Oil Company, an Arkansas corporation (“ Lion Oil ”), Delek Logistics Partners, LP, a Delaware limited partnership (the “ Partnership ”), Paline Pipeline Company, LLC, a Texas limited liability company (“ Paline ”), SALA Gathering Systems, LLC, a Texas limited liability company (“ SALA ”), Magnolia Pipeline Company, LLC, a Delaware limited liability company (“ Magnolia ”), El Dorado Pipeline Company, LLC, a Delaware limited liability company (“ El Dorado ”), Delek Crude Logistics, LLC, a Texas limited liability company (“ Crude Logistics ”), Delek Marketing-Big Sandy, LLC, a Texas limited liability company (“ Marketing-Big Sandy ”), Delek Marketing & Supply, LP, a Delaware limited partnership (“ DMSLP ”), DKL Transportation, LLC, a Delaware limited liability company (“ DKL Transportation ”), Delek Logistics Operating, LLC, a Delaware limited liability company (“ OpCo ”), and Delek Logistics GP, LLC, a Delaware limited liability company (the “ General Partner ”). The above-named entities are sometimes referred to in this Agreement each as a “ Party ” and collectively as the “ Parties .”

RECITALS:

In consideration of the premises and the covenants, conditions, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:

ARTICLE I
DEFINITIONS

1.1      Definitions . As used in this Agreement, the following terms shall have the respective meanings set forth below:

“ Acquisition Proposal ” is defined in Section 7.2(a).

“ Administrative Fee ” is defined in Section 4.1(a).

“ Affiliate ” is defined in the Partnership Agreement.

“ Annual Environmental Deductible ” is defined in Section 3.5(a).

“ Annual ROW Deductible ” is defined in Section 3.5(a).

“ API 653 ” is defined in Section 5.1(a).

“ API 653 Inspection Date ” means, with respect to any API 653 Tank, (a) the date of completion of the first API 653 inspection of such tank, whether scheduled or required as a result of a failure of such tank, that occurs within five years after the applicable Closing Date or (b) if no such API 653 inspection occurs, the applicable Closing Date.

“ API 653 Tank ” means (a) each of the tanks listed on Schedule X to this Agreement and (b) any other tank included in the Tankage (as defined in the applicable Transaction Agreement referenced on Schedule IX to this Agreement) that is required to undergo an API 653 inspection within five years after the applicable Closing Date as a result of a failure of such tank.

“ Assets ” means all gathering pipelines, transportation pipelines, storage tanks, trucks, truck racks, terminal facilities, offices and related equipment, real estate and other assets, or portions thereof, conveyed, contributed or otherwise transferred or intended to be conveyed, contributed or otherwise Transferred pursuant to a Transaction Agreement to any member of the Partnership Group; provided, however , that any of such assets that are Transferred from the Partnership Group to a Delek Entity pursuant to Article VII or otherwise shall no longer be an “Asset” from and after such Transfer.

“ Board of Directors ” means for any Person the board of directors or other governing body of such Person.

“ Closing Date ” means the applicable closing date for each Transaction Agreement as set forth on Schedule IX to this Agreement.

“ Conflicts Committee ” is defined in the Partnership Agreement.

“ control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract, or otherwise.

“ Covered Environmental Losses ” is defined in Section 3.1(a).

“ Delek Entities ” means Delek US and any Person controlled, directly or indirectly, by Delek US other than the General Partner or a member of the Partnership Group; and “ Delek Entity ” means any of the Delek Entities.

“ Disposition Notice ” is defined in Section 7.2(a).

“ Environmental Laws ” means all federal, state, and local laws, statutes, rules, regulations, orders, judgments, ordinances, codes, injunctions, decrees, Environmental Permits and other legally enforceable requirements and rules of common law now or hereafter in effect, relating to pollution or protection of human health and the environment including, without limitation, the federal Comprehensive Environmental Response, Compensation, and Liability Act, the Superfund Amendments Reauthorization Act, the Resource Conservation and Recovery Act, the Clean Air Act, the Federal Water Pollution Control Act, the Toxic Substances Control Act, the Oil Pollution

Act, the Safe Drinking Water Act, the Hazardous Materials Transportation Act, and other similar federal, state or local environmental conservation and protection laws, each as amended from time to time.

“ Environmental Permit ” means any permit, approval, identification number, license, registration, consent, exemption, variance or other authorization required under or issued pursuant to any applicable Environmental Law.

“ First API 653 Indemnification Deadline ” means, with respect to any API 653 Tank, the date that is five years after the applicable API 653 Inspection Date.

“ First Indemnification Deadline ” means the applicable date for each Transaction Agreement set forth on Schedule IX to this Agreement.

“ First ROFR Acceptance Deadline ” is defined in Section 7.2(a).

“ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“ Hazardous Substance ” means (a) any substance that is designated, defined or classified as a hazardous waste, solid waste, hazardous material, pollutant, contaminant or toxic or hazardous substance, or terms of similar meaning, or that is otherwise regulated under any Environmental Law, including, without limitation, any hazardous substance as defined under the Comprehensive Environmental Response, Compensation, and Liability Act, as amended, and (b) petroleum, oil, gasoline, natural gas, fuel oil, motor oil, waste oil, diesel fuel, jet fuel, and other refined petroleum hydrocarbons.

“ Indemnified Party ” means, with respect to a Transaction Agreement, the Partnership Group or the Delek Entities, as the case may be, in their respective capacity as the party entitled to indemnification in accordance with Article III.

“ Indemnifying Party ” means either the Partnership Group or Delek US, as the case may be, in its capacity as the party from whom indemnification may be sought in accordance with Article III.

“ License ” is defined in Section 8.1.

“ Limited Partner ” is defined in the Partnership Agreement.

“ Lion Credit Agreement ” is defined in Section 9.13(a).

“ Lion Refinancing Credit Agreement ” is defined in Section 9.13(a).

“ Losses ” means any losses, damages, liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs and expenses (including, without limitation, court costs and reasonable attorney’s and expert’s fees) of any and every kind or character, known or unknown, fixed or contingent.

“ Offer Evaluation Period ” is defined in Section 2.3(a).

“ Offer Price ” is defined in Section 7.2(a).

“ Partnership Agreement ” means the First Amended and Restated Agreement of Limited Partnership of Delek Logistics Partners, LP, dated as of November 7, 2012, to which reference is hereby made for all purposes of this Agreement.

“ Partnership Change of Control ” means Delek US ceases to control the general partner of the Partnership.

“ Partnership Credit Agreement ” is defined in Section 9.13(c).

“ Partnership Group ” means the Partnership and any of its Subsidiaries, treated as a single consolidated entity.

“ Partnership Group Member ” means any member of the Partnership Group.

“ Partnership Interest ” is defined in the Partnership Agreement.

“ Partnership Parties ” means the Partnership, Paline, SALA, Magnolia, El Dorado, Crude Logistics, Marketing-Big Sandy and OpCo.

“ Partnership Refinancing Credit Agreement ” is defined in Section 9.13(c).

“ Party ” and “ Parties ” are defined in the introduction to this Agreement.

“ Permitted Exceptions ” is defined in Section 2.2.

“ Person ” means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization association, government agency or political subdivision thereof or other entity.

“ Proposed Transaction ” is defined in Section 6.2(a).

“ Proposed Transferee ” is defined in Section 7.2(a).

“ Prudent Industry Practice ” means such practices, methods, acts, techniques, and standards as are in effect at the time in question that are consistent with the higher of (a) the standards generally followed by the United States pipeline and terminalling industries and (b) the standards applied or followed by Delek US or its Affiliates in the performance of similar tasks or projects, or by the Partnership Group or its Affiliates in the performance of similar tasks or projects.

“ Refining Credit Agreement ” is defined in Section 9.13(b).

“ Refining Refinancing Credit Agreement ” is defined in Section 9.13(b).

“ Restricted Activities ” is defined in Section 2.1.

“ Retained Assets ” means, with respect to a particular Transaction Agreement, all gathering pipelines, transportation pipelines, storage tanks, trucks, truck racks, terminal facilities, offices and related equipment, real estate and other related assets or portions thereof owned by any of the Delek Entities that were not directly or indirectly conveyed, contributed or otherwise transferred to the Partnership Group pursuant to that Transaction Agreement or the other documents referred to in that Transaction Agreement; provided, however , that once any such assets have been directly or indirectly conveyed, contributed or otherwise transferred to the Partnership Group pursuant to any subsequent Transaction Agreement or the other documents referred to in any subsequent Transaction Agreement, such assets shall not be included in the definition of “Retained Assets” for purposes of the first-referenced Transaction Agreement in this definition with respect to the period on or after the applicable Closing Date under that subsequent Transaction Agreement.

“ ROFO Asset Owner ” means, with respect to a ROFO Asset, the applicable Delek Entity set forth opposite such ROFO Asset on Schedule V to this Agreement.

“ ROFO Assets ” means the assets listed on Schedule V to this Agreement.

“ ROFO Governmental Approval Deadline ” is defined in Section 6.2(c).

“ ROFO Notice ” is defined in Section 6.2(a).

“ ROFO Period ” is defined in Section 6.1(a).

“ ROFO Response ” is defined in Section 6.2(a).

“ ROFR Assets ” means any assets of the Partnership Group that (x) are integral to any refinery owned, acquired or constructed by a Delek Entity or (y) are listed on Schedule VI to this Agreement; provided, however , that immaterial assets disposed of in the ordinary course are not ROFR Assets.

“ ROFR Governmental Approval Deadline ” is defined in Section 7.2(c).

“ ROFR Response ” is defined in Section 7.2(a).

“ Sale Assets ” is defined in Section 7.2(a).

“ Schedules ” means Schedules I through IX attached to this Agreement, as may be amended and restated pursuant to Section 9.12.

“ Second A&R Agreement ” is defined in the recitals to this Agreement.

“ Second Indemnification Deadline ” means the applicable date for each Transaction Agreement as set forth on Schedule IX to this Agreement.

“ Second ROFR Acceptance Deadline ” is defined in Section 7.2(a).

“ Subject Assets ” is defined in Section 2.2(c).

“ Subsidiary ” means, with respect to any Person, (a) a corporation of which more than 50% of the voting power of shares entitled (without regard to the occurrence of any contingency) to vote in the election of the Board of Directors of such corporation is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person or a combination thereof, (b) a partnership (whether general or limited) in which such Person or a Subsidiary of such Person is, at the date of determination, a general or limited partner of such partnership, but only if more than 50% of the partnership interests of such partnership (considering all of the partnership interests of the partnership as a single class) is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person, or a combination thereof, or (c) any other Person (other than a corporation or a partnership) in which such Person, one or more Subsidiaries of such Person, or a combination thereof, directly or indirectly, at the date of determination, has (i) at least a majority ownership interest or (ii) the power to elect or direct the election of a majority of the directors, managers or other governing body of such Person.

“ Transaction Agreement ” means the applicable contribution or purchase agreement identified on Schedule IX to this Agreement, together with the additional conveyance documents and instruments contemplated or referenced thereunder.

“ Transfer ” means to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of, whether in one or a series of transactions.

ARTICLE II

BUSINESS OPPORTUNITIES

2.1      Restricted Activities . Except as permitted by Section 2.2, the General Partner and Delek US shall be prohibited from, and Delek US shall cause each of the Delek Entities to refrain from, owning, operating, engaging in, acquiring, or investing in any business that owns or operates crude oil or refined products pipelines, terminals or storage facilities in the United States (“ Restricted Activities ”).

2.2      Permitted Exceptions . Notwithstanding any provision of Section 2.1 to the contrary, the Delek Entities may engage in the following activities under the following circumstances (collectively, the “ Permitted Exceptions ”):

(a)      the ownership and/or operation of any of the Retained Assets (including replacements or expansions of the Retained Assets);

(b)      the acquisition, ownership or operation of any logistics asset, including, without limitation, any crude oil or refined products pipeline, terminal or storage facility, that is (i)

acquired or constructed by a Delek Entity and (ii) within, substantially dedicated to, or an integral part of, any refinery owned, acquired or constructed by a Delek Entity;

(c)      the acquisition, ownership or operation of any asset or group of related assets used in the activities described in Section 2.1 that are acquired or constructed by a Delek Entity after November 7, 2012 (excluding assets acquired or constructed pursuant to Section 2.2(b) other than those assets described on Schedule VII) (the “ Subject Assets ”) if:

(i)      the fair market value (as determined in good faith by the Board of Directors of the Delek Entity that will own the Subject Assets) of the Subject Assets is less than $5.0 million at the time of such acquisition by the Delek Entity or completion of construction, as the case may be;

(ii)      in the case of an acquisition or the construction of the Subject Assets with a fair market value (as determined in good faith by the Board of Directors of the Delek Entity that will own the Subject Assets) equal to or greater than $5.0 million at the time of such acquisition by a Delek Entity or the completion of construction, as applicable, the Partnership has been offered the opportunity to purchase the Subject Assets in accordance with Section 2.3 and the Partnership has elected not to purchase the Subject Assets; or

(iii)      notwithstanding Section 2.2(c)(i) and Section 2.2(c)(ii), the Subject Assets described on Schedule VII;

(d)      the purchase and ownership of a non-controlling interest in any publicly traded entity engaged in any Restricted Activities; and

(e)      the ownership of equity interests in the General Partner and the Partnership Group.

2.3      Procedures .

(a)      If a Delek Entity acquires or constructs Subject Assets as described in Section 2.2(c)(ii), then not later than six months after the consummation of the acquisition or the completion of construction by such Delek Entity of the Subject Assets, as the case may be, the Delek Entity shall notify the General Partner in writing of such acquisition or construction and offer the Partnership Group the opportunity to purchase such Subject Assets in accordance with this Section 2.3 (the “ Offer ”). The Offer shall set forth the terms relating to the purchase of the Subject Assets and, if any Delek Entity desires to utilize the Subject Assets, the Offer will also include the terms on which the Partnership Group will provide services to the Delek Entity to enable the Delek Entity to utilize the Subject Assets. As soon as practicable, but in any event within 90 days after receipt by the General Partner of the Offer (the “ Offer Evaluation Period ”), the General Partner shall notify the Delek Entity in writing that either (i) the General Partner has elected not to cause a Partnership Group Member to purchase the Subject Assets, in which event (A) the Delek Entity shall be forever free to continue to own or operate such Subject Assets, (B) Schedule V shall automatically be amended to include such Subject Assets as ROFO Assets subject to Article VI and (C) if the Delek Entity that owns such Subject Assets is not a Party hereto, such Delek Entity shall execute a joinder

agreement in the form attached hereto as Exhibit A , or (ii) the General Partner has elected to cause a Partnership Group Member to purchase the Subject Assets, in which event the procedures outlined in the remainder of this Section 2.3 shall apply.

(b)      If, within the Offer Evaluation Period, the Delek Entity and the General Partner are able to agree on the fair market value of the Subject Assets that are subject to the Offer and the other terms of the Offer including, without limitation, the terms, if any, on which the Partnership Group will provide services to the Delek Entity to enable the Delek Entity to utilize the Subject Assets, a Partnership Group Member shall purchase the Subject Assets for the agreed upon fair market value as soon as commercially practicable after such agreement has been reached and, if applicable, enter into an agreement with the Delek Entity to provide services in a manner consistent with the Offer.

(c)      If, within the Offer Evaluation Period, the Delek Entity and the General Partner are unable to agree on the fair market value of the Subject Assets that are subject to the Offer or the other terms of the Offer including, if applicable, the terms on which the Partnership Group will provide services to the Delek Entity to enable the Delek Entity to utilize the Subject Assets, the Delek Entity and the General Partner will engage a mutually agreed upon, nationally recognized investment banking firm to determine the fair market value of the Subject Assets and any other terms on which the Partnership Group and the Delek Entity are unable to agree. The investment banking firm will determine the fair market value of the Subject Assets and any other terms on which the Partnership Group and the Delek Entity are unable to agree within 30 days of its engagement and furnish the Delek Entity and the General Partner its determination. The fees of the investment banking firm will be split equally between the Delek Entity and the Partnership Group. Once the investment banking firm has submitted its determination of the fair market value of the Subject Assets and any other terms on which the Partnership Group and the Delek Entity are unable to agree, the General Partner will have the right, but not the obligation to cause the Partnership Group to purchase the Subject Assets pursuant to the Offer, as modified by the determination of the investment banking firm. If the General Partner elects to cause the Partnership Group to purchase the Subject Assets, then the Partnership Group shall purchase the Subject Assets under the terms of the Offer, as modified by the determination of the investment banking firm as soon as commercially practicable after such determination and, if applicable, enter into an agreement with the Delek Entity to provide services in a manner consistent with the Offer, as modified by the determination of the investment banking firm.

(d)      Nothing herein shall impede or otherwise restrict the foreclosure, sale, disposition or other exercise of rights or remedies by or on behalf of any secured lender of any Subject Asset subject to a security interest in favor of such lender or any agent for or on behalf of such lender under any credit arrangement now or hereafter in effect (it being understood and agreed that no secured lender to a Delek Entity shall have any obligation to make an Offer or to sell or cause to be sold any Subject Asset to any Partnership Group Member).

2.4      Scope of Prohibition . Except as provided in this Article II and the Partnership Agreement, each Delek Entity shall be free to engage in any business activity, including those that may be in direct competition with any Partnership Group Member.

2.5      Enforcement . The Delek Entities agree and acknowledge that the Partnership Group does not have an adequate remedy at law for the breach by the Delek Entities of the covenants and agreements set forth in this Article II, and that any breach by the Delek Entities of the covenants and agreements set forth in this Article II would result in irreparable injury to the Partnership Group. The Delek Entities further agree and acknowledge that any Partnership Group Member may, in addition to the other remedies which may be available to the Partnership Group, file a suit in equity to enjoin the Delek Entities from such breach, and consent to the issuance of injunctive relief under this Agreement.

ARTICLE III

INDEMNIFICATION

3.1      Environmental Indemnification .

(a)      Subject to Section 3.2 and Section 3.5 and with respect to Assets Transferred pursuant to a Transaction Agreement, the Delek Entities, jointly and severally, shall indemnify, defend and hold harmless the Partnership Group from and against any Losses suffered or incurred by the Partnership Group, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of:

(i)      any violation or correction of violation of Environmental Laws;

(ii)      any environmentally related event, condition or matter associated with or arising from the ownership or operation of the Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from such Assets or the disposal or release of Hazardous Substances generated by operation of such Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, reporting, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense of any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work;

(iii)      any environmentally related event, condition or matter or legal action pending as of the applicable Closing Date against the Delek Entities, a true and correct summary of which, with respect to Assets Transferred pursuant to a particular Transaction Agreement, is set forth on Schedule I attached hereto;

(iv)      any event, condition or environmental matter associated with or arising from the Retained Assets, whether occurring before or after the Closing Date;

(v)      any obligation imposed by or violation of the consent decree entered in United States v. Tyler Holding Company, Inc. and Delek Refining, Ltd., case no. 6:09-cv-319 (Eastern District of Texas), as it exists on July 26, 2013 and may be amended; and

(vi)      any obligation imposed by or violation of the consent decree entered in United States and State of Arkansas v. Lion Oil Company, Civ. No. 03-1028 (Western District of Arkansas), as it exists on the date hereof and may be amended.

provided, however , that with respect to any violation under Section 3.1(a)(i) or any environmentally related event, condition or matter included under Section 3.1(a)(ii) that is associated with the ownership or operation of the Assets Transferred pursuant to a Transaction Agreement, the Delek Entities will be obligated to indemnify the Partnership Group only to the extent that such environmentally related violation, event, condition or matter giving rise to the claim (x) existed or occurred in whole or in part before the applicable Closing Date for such Transaction Agreement (or, with respect to an API 653 Tank, before the applicable API 653 Inspection Date) under then-applicable Environmental Laws and (y)(i) such environmentally related violation, event, condition or matter is set forth on Schedule II attached hereto or (ii) Delek US is notified in writing of such environmentally related violation, event, condition or matter prior to the applicable First Indemnification Deadline (or, with respect to an API 653 Tank, the applicable First API 653 Indemnification Deadline) (clauses (i) through (iv) of this Section 3.1(a) collectively, with respect to such Transaction Agreement, being “ Covered Environmental Losses ”).

(b)      The Partnership Group shall indemnify, defend and hold harmless the Delek Entities from and against any Losses suffered or incurred by the Delek Entities, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of:

(i)      any violation or correction of violation of Environmental Laws associated with or arising from the ownership or operation of the Assets; and

(ii)      any environmentally related event, condition or matter associated with or arising from the ownership or operation of the Assets (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, reporting, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work;

and regardless of whether such violation under Section 3.1(b)(i) or such environmentally related event, condition or matter included under Section 3.1(b)(ii) occurred before or after the applicable Closing Date (or, with respect to an API 653 Tank, before or after the applicable API 653 Inspection Date), in each case, only to the extent that any of the foregoing are not Covered Environmental

Losses for which the Partnership Group is entitled to indemnification from the Delek Entities under this Article III without giving effect to the applicable Annual Environmental Deductible.

3.2      Right of Way Indemnification . Subject to Section 3.5, with respect to Assets Transferred pursuant to a Transaction Agreement, the Delek Entities, jointly and severally, shall indemnify, defend and hold harmless the Partnership Group from and against any Losses suffered or incurred by the Partnership Group by reason of or arising out of (a) the failure of the applicable Partnership Group Member to be the owner of such valid and indefeasible easement rights or fee ownership or leasehold interests in and to the lands on which any crude oil or refined products pipeline or related pump station, storage tank, terminal or truck rack or any related facility or equipment conveyed or contributed to the applicable Partnership Group Member on the applicable Closing Date is located as of such Closing Date, and such failure renders the Partnership Group liable to a third party or unable to use or operate the Assets in substantially the same manner that the Assets were used and operated by the applicable Delek Entity immediately prior to such Closing Date; (b) the failure of the applicable Partnership Group Member to have the consents, licenses and permits necessary to allow any such pipeline referred to in clause (a) of this Section 3.2 to cross the roads, waterways, railroads and other areas upon which any such pipeline is located as of the applicable Closing Date, and such failure renders the Partnership Group liable to a third party or unable to use or operate the Assets in substantially the same manner that the Assets were used and operated by the applicable Delek Entity immediately prior to such Closing Date; and (c) the cost of curing any condition set forth in clause (a) or (b) of this Section 3.2 that does not allow any Asset to be operated in accordance with Prudent Industry Practice, in each case to the extent that Delek US is notified in writing of any of the foregoing prior to the applicable First Indemnification Deadline.

3.3      Additional Indemnification .

(a)      In addition to and not in limitation of the indemnification provided under Sections 3.1(a) and 3.2 and with respect to a Transaction Agreement, the Delek Entities, jointly and severally, shall indemnify, defend, and hold harmless the Partnership Group from and against any Losses suffered or incurred by the Partnership Group by reason of or arising out of (A) events and conditions associated with the ownership or operation of the Assets and existing or occurring before the applicable Closing Date (other than Covered Environmental Losses, which are provided for under Sections 3.1, and those Losses provided for under Section 3.2) to the extent that Delek US is notified in writing of any of the foregoing prior to the applicable Second Indemnification Deadline, (B) any legal actions pending as of the applicable Closing Date and as set forth on Schedule III to this Agreement, (C) events and conditions associated with the Retained Assets whether occurring before or after the applicable Closing Date, (D) the failure to obtain any necessary consent from the Arkansas Public Service Commission, the Louisiana Public Service Commission, the Texas Railroad Commission or the Federal Energy Regulatory Commission for the conveyance to the Partnership Group of any pipelines located in Arkansas, Louisiana and Texas, if applicable, and (E) all federal, state and local income tax liabilities attributable to the ownership or operation of the Assets prior to the applicable Closing Date, including under Treasury Regulation Section 1.1502-6 (or any similar provision of state or local law), and any such income tax liabilities of the Delek

Entities that may result from the consummation of the formation transactions for the Partnership Group and the General Partner occurring on or prior to the applicable Closing Date.

(b)      In addition to and not in limitation of the indemnification provided under Section 3.1(b) or the Partnership Agreement, the Partnership Group shall indemnify, defend, and hold harmless the Delek Entities from and against any Losses suffered or incurred by the Delek Entities by reason of or arising out of events and conditions associated with the ownership or operation of the Assets and existing or occurring after the applicable Closing Date (other than Covered Environmental Losses which are provided for under Section 3.1(a)), unless such indemnification would not be permitted under the Partnership Agreement by reason of one of the provisos contained in Section 7.7(a) of the Partnership Agreement.

3.4      Indemnification Procedures .

(a)      The Indemnified Party agrees that as promptly as practicable after it becomes aware of facts giving rise to a claim for indemnification under this Article III, it will provide notice thereof in writing to the Indemnifying Party, specifying the nature of and specific basis for such claim.

(b)      The Indemnifying Party shall have the right to control all aspects of the defense of (and any counterclaims with respect to) any claims brought against the Indemnified Party that are covered by the indemnification under this Article III, including, without limitation, the selection of counsel, determination of whether to appeal any decision of any court and the settling of any such claim or any matter or any issues relating thereto; provided, however , that no such settlement shall be entered into without the consent of the Indemnified Party (i) unless it includes a full release of the Indemnified Party from such claim and (ii) if such settlement would include any admission of fault by or imposition of injunctive or other equitable relief against the Indemnified Party.

(c)      The Indemnified Party agrees to cooperate in good faith and in a commercially reasonable manner with the Indemnifying Party, with respect to all aspects of the defense of any claims covered by the indemnification under this Article III, including, without limitation, the prompt furnishing to the Indemnifying Party of any correspondence or other notice relating thereto that the Indemnified Party may receive, permitting the name of the Indemnified Party to be utilized in connection with such defense, the making available to the Indemnifying Party of any files, records or other information of the Indemnified Party that the Indemnifying Party considers relevant to such defense, the making available to the Indemnifying Party of any employees of the Indemnified Party and the granting to the Indemnifying Party of reasonable access rights to the properties and facilities of the Indemnified Party; provided, however , that in connection therewith the Indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and further agrees to maintain the confidentiality of all files, records, and other information furnished by the Indemnified Party pursuant to this Section 3.4. In no event shall the obligation of the Indemnified Party to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this Article III; provided, however , that the Indemnified Party

may, at its own option, cost and expense, hire and pay for counsel in connection with any such defense. The Indemnifying Party agrees to keep any such counsel hired by the Indemnified Party informed as to the status of any such defense, but the Indemnifying Party shall have the right to retain sole control over such defense.

(d)      In determining the amount of any Losses for which the Indemnified Party is entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by (i) any insurance proceeds realized by the Indemnified Party, and such correlative insurance benefit shall be net of any incremental insurance premium that becomes due and payable by the Indemnified Party as a result of such claim and (ii) all amounts recovered by the Indemnified Party under contractual indemnities from third Persons. The Indemnified Party shall use commercially reasonable efforts to pursue the collection of all insurance proceeds to which it may be entitled with respect to or on account of such Losses and shall notify the Indemnifying Party of all potential claims against third Persons pursuant to contractual indemnities.

3.5      Limitations Regarding Indemnification .

(a)      The Delek Entities shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the Partnership Group for a Covered Environmental Loss under Section 3.1(a)(ii) related to any Transaction Agreement until such time as the aggregate amount of all Covered Environmental Losses related to such Transaction Agreement in such calendar year exceeds the applicable annual environmental deductible set forth on Schedule IX (the “ Annual Environmental Deductible ”), at which time the Delek Entities shall be obligated to indemnify the Partnership Group for the amount of Covered Environmental Losses under Section 3.1(a)(ii) related to such Transaction Agreement that are in excess of the applicable Annual Environmental Deductible that are incurred by the Partnership Group in such calendar year. The Delek Entities shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the Partnership Group for any individual Loss under Section 3.2 related to any Transaction Agreement until such time as the aggregate amount of all Losses under Section 3.2 related to such Transaction Agreement that are in such calendar year exceeds the applicable annual ROW deductible set forth on Schedule IX (the “ Annual ROW Deductible ”), at which time the Delek Entities shall be obligated to indemnify the Partnership Group for all Losses under Section 3.2 related to such Transaction Agreement in excess of the applicable Annual ROW Deductible that are incurred by the Partnership Group in such calendar year.

(b)      For the avoidance of doubt, there is no monetary cap on the amount of indemnity coverage provided by any Indemnifying Party under this Article III.

(c)      NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANY PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS SUFFERED BY ANY OTHER PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT.

(d)      THE FOREGOING INDEMNITIES ARE INTENDED TO BE ENFORCEABLE AGAINST THE PARTIES IN ACCORDANCE WITH THE EXPRESS TERMS

AND SCOPE THEREOF NOTWITHSTANDING ANY EXPRESS NEGLIGENCE RULE OR ANY SIMILAR DIRECTIVE THAT WOULD PROHIBIT OR OTHERWISE LIMIT INDEMNITIES BECAUSE OF THE SOLE, CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE, STRICT LIABILITY OR FAULT OF ANY OF THE INDEMNIFIED PARTIES.

ARTICLE IV

CORPORATE SERVICES

4.1      General .

(a)      Delek US agrees to provide, and agrees to cause its Affiliates to provide, on behalf of the General Partner, for the Partnership Group’s benefit of all the centralized corporate services that Delek US and its Affiliates have traditionally provided in connection with the Assets including, without limitation, the general and administrative services listed on Schedule IV to this Agreement. As consideration for such services, the Partnership will pay Delek US an administrative fee (the “ Administrative Fee ”) of $3.35 million per year, payable in equal monthly installments on or before the tenth business day of each month, commencing in March 2014. Delek US may increase or decrease the Administrative Fee on February 1 of each subsequent year, commencing on February 1, 2016, by a percentage equal to the change in the Consumer Price Index — All Urban Consumers, U.S. City Average, Not Seasonally Adjusted over the previous 12 calendar months or to reflect any increase in the cost of providing centralized corporate services to the Partnership Group due to changes in any law, rule or regulation applicable to Delek US or the Partnership Group, including any interpretation of such laws, rules or regulations. The General Partner may agree on behalf of the Partnership to increases in the Administrative Fee in connection with expansions of the operations of the Partnership Group through the acquisition or construction of new assets or businesses.

(b)      At the end of each calendar year, the Partnership will have the right to submit to Delek US a proposal to reduce the amount of the Administrative Fee for that year if the Partnership believes, in good faith, that the centralized corporate services performed by Delek US and its Affiliates for the benefit of the Partnership Group for the year in question do not justify payment of the full Administrative Fee for that year. If the Partnership submits such a proposal to Delek US, Delek US agrees that it will negotiate in good faith with the Partnership to determine if the Administrative Fee for that year should be reduced and, if so, the amount of such reduction. If the Parties agree that the Administrative Fee for that year should be reduced, then Delek US shall promptly pay to the Partnership the amount of any reduction for that year.

(c)      The Partnership Group shall reimburse Delek US for all other direct or allocated costs and expenses incurred by Delek US and its Affiliates on behalf of the Partnership Group including, but not limited to:

(i)      salaries of employees of the General Partner, Delek US or its Affiliates who devote 50% or more of their business time to the business and affairs of the Partnership Group, to the extent, but only to the extent, such employees perform services for the Partnership Group, provided that for employees that do not devote all of their business time to the Partnership Group, such expenses shall be based on the annual weighted average of time spent and number of employees devoting services to the Partnership Group;

(ii)      the cost of employee benefits relating to employees of the General Partner, Delek US or its Affiliates who devote 50% or more of their business time to the business and affairs of the Partnership Group, including 401(k), pension, bonuses and health insurance benefits (but excluding Delek US stock-based compensation expense), to the extent, but only to the extent, such employees perform services for the Partnership Group, provided that for employees that do not devote all of their business time to the Partnership Group, such expenses shall be based on the annual weighted average of time spent and number of employees devoting their services to the Partnership Group;

(iii)      any expenses incurred or payments made by Delek US or its Affiliates for insurance coverage with respect to the Assets or the business of the Partnership Group;

(iv)      all expenses and expenditures incurred by Delek US or its Affiliates, if any, as a result of the Partnership becoming and continuing as a publicly traded entity, including, but not limited to, costs associated with annual and quarterly reports, independent auditor fees, partnership governance and compliance, registrar and transfer agent fees, tax return and Schedule K-1 preparation and distribution, legal fees and independent director compensation; and

(v)      all sales, use, excise, value added or similar taxes, if any, that may be applicable from time to time with respect to the services provided by Delek US and its Affiliates to the Partnership Group pursuant to Section 4.1(a).

Such reimbursements shall be made on or before the tenth business day of the month following the month such costs and expenses are incurred, other than reimbursements solely related to bonuses for employees of the General Partner, which shall be reimbursed on or prior to the last business day of the month that such bonuses are paid. For the avoidance of doubt, the costs and expenses set forth in Section 4.1(c) shall be paid by the Partnership Group in addition to, and not as a part of or included in, the Administrative Fee.

ARTICLE V

CAPITAL AND OTHER EXPENDITURES

5.1      Reimbursement of Operating, Maintenance Capital and Other Expenditures . For five years following the applicable Closing Date, with respect to Assets Transferred pursuant to a Transaction Agreement, the Delek Entities will reimburse the Partnership Group on a dollar-for-dollar basis, without duplication, for each of the following:

(a)      (i) any operating expenses in excess of $500,000 in any calendar year, in the case of Assets Transferred pursuant to the Initial Transaction Agreement set forth on Schedule IX, and (ii) any operating expenses and capital expenditures, in the case of Assets Transferred pursuant to the applicable Transaction Agreement set forth on Schedule IX, in each case, that are incurred by the Partnership Group for inspections, maintenance and repairs to any storage tanks included as part of the Assets and that are made solely in order to comply with current minimum standards under (x) the U.S. Department of Transportation’s Pipeline Integrity Management Rule 49 CFR

195.452 and (y) American Petroleum Institute (API) Standard 653 for Aboveground Storage Tanks (“ API 653 ”);

(b)      expenses (including any fines and penalties) in excess of $1,000,000 per event (net of insurance recoveries, if any) incurred by the Partnership Group for the clean up or repair of any condition caused by the failure of any Asset prior to November 7, 2017; provided, however , that the Delek Entities shall not be required to reimburse the Partnership Group for any expenses in excess of $20,000,000 per event;

(c)      non-discretionary maintenance capital expenditures, other than those required to comply with applicable Environmental Laws, in excess of $4,033,000 during the period from February 10, 2014 to December 31, 2014 with respect to those specific Assets transferred pursuant to the El Dorado Terminal and Tankage Transaction Agreement set forth on Schedule IX for which reimbursement has not been made pursuant to Section 5.1(b);

(d)      non-discretionary maintenance capital expenditures, other than those required to comply with applicable Environmental Laws, in excess of (i) $5,400,000 in calendar year 2014 (provided that no reimbursement shall be made pursuant to this clause (i) with respect to those specific Assets transferred pursuant to the El Dorado Terminal and Tankage Transaction Agreement set forth on Schedule IX); (ii) $9,800,000 in any calendar year beginning with calendar year 2015 and ending with calendar year 2017 and (iii) $4,400,000 in any calendar year beginning with calendar year 2018, in each case, incurred by the Partnership Group with respect to the Assets for which reimbursement has not been made pursuant to Sections 5.1(b) or 5.1(c), provided , that the Delek Entities shall not be required to reimburse the Partnership Group (x) under clauses (ii) or (iii) of this Section 5.1(d) for any amounts incurred after November 7, 2017 except with respect to those specific Assets transferred pursuant to the El Dorado Terminal and Tankage Transaction Agreement set forth on Schedule IX and (y) under clause (iii) of this Section 5.1(d) for any amounts incurred after February 10, 2019 (including with respect to those specific Assets transferred pursuant to the El Dorado Terminal and Tankage Transaction Agreement set forth on Schedule IX); and

(e)      capital expenditures in connection with those certain capital projects related to the Assets and as set forth on Schedule VIII to this Agreement.

ARTICLE VI

RIGHT OF FIRST OFFER

6.1      Right of First Offer to Purchase Certain Assets retained by Delek Entities .

(a)      Each ROFO Asset Owner hereby grants to the Partnership Group a right of first offer until November 7, 2022 (the “ ROFO Period ”) on any ROFO Asset set forth next to such ROFO Asset Owner’s name on Schedule V to the extent that such ROFO Asset Owner proposes to Transfer any ROFO Asset (other than (i) to an Affiliate who agrees in writing that such ROFO Asset remains subject to the provisions of this Article VI and such Affiliate assumes the obligations under this Article VI with respect to such ROFO Asset, (ii) in connection with a Transfer by the Delek Entities of the refinery with respect to which such ROFO Asset is within, substantially dedicated to or an integral part of or (iii) in connection with the foreclosure on such ROFO Asset by any lender

under any credit arrangements of any Delek Entities in effect on the Closing Date) or enter into any agreement to do any of the foregoing during the ROFO Period.

(b)      The Parties acknowledge that all potential Transfers of ROFO Assets pursuant to this Article VI are subject to obtaining any and all required written consents of governmental authorities and other third parties and to the terms of all existing agreements in respect of the ROFO Assets; provided, however , that Delek US represents and warrants that, to its knowledge after reasonable investigation, there are no terms in such agreements that would materially impair the rights granted to the Partnership Group pursuant to this Article VI with respect to any ROFO Asset.

6.2      Procedures .

(a)      In the event a ROFO Asset Owner proposes to Transfer any applicable ROFO Asset (other than (i) to an Affiliate as provided in Section 6.1(a), (ii) in connection with a Transfer by the Delek Entities of the refinery with respect to which such ROFO Asset is within, substantially dedicated to or an integral part of or (iii) in connection with the foreclosure on such ROFO Asset by any lender under any credit arrangements of any Delek Entities in effect on the Closing Date) during the ROFO Period (a “ Proposed Transaction ”), such ROFO Asset Owner shall, prior to entering into any such Proposed Transaction, first give notice in writing to the Partnership Group (the “ ROFO Notice ”) of its intention to enter into such Proposed Transaction. The ROFO Notice shall include any material terms, conditions and details as would be necessary for a Partnership Group Member to make a responsive offer to enter into the Proposed Transaction with the applicable ROFO Asset Owner, which terms, conditions and details shall at a minimum include any terms, condition or details that such ROFO Asset Owner would propose to provide to non-Affiliates in connection with the Proposed Transaction. The Partnership Group shall have 90 days following receipt of the ROFO Notice to propose an offer to enter into the Proposed Transaction with such ROFO Asset Owner (the “ ROFO Response ”). The ROFO Response shall set forth the terms and conditions (including, without limitation, the purchase price the applicable Partnership Group Member proposes to pay for the ROFO Asset and the other terms of the purchase including, if requested by a Delek Entity, the terms on which the Partnership Group Member will provide services to the Delek Entity to enable the Delek Entity to utilize the applicable ROFO Asset) pursuant to which the Partnership Group would be willing to enter into a binding agreement for the Proposed Transaction. The decision to issue the ROFO Response and the terms of the ROFO Response shall be subject to approval by the Conflicts Committee. If no ROFO Response is delivered by the Partnership Group within such 90-day period, then the Partnership Group shall be deemed to have waived its right of first offer with respect to such ROFO Asset.

(b)      Unless the ROFO Response is rejected pursuant to written notice delivered by the applicable ROFO Asset Owner to the applicable Partnership Group Member within 90 days of the delivery of the ROFO Response, such ROFO Response shall be deemed to have been accepted by the applicable ROFO Asset Owner and such ROFO Asset Owner shall enter into an agreement with the applicable Partnership Group Member providing for the consummation of the Proposed Transaction upon the terms set forth in the ROFO Response and, if applicable, the Partnership Group Member will enter into an agreement with the Delek Entity setting forth the terms on which the