Deal CUSIP 24664GAC-5
Facility CUSIP 24664GAD-3

TERM LOAN CREDIT AGREEMENT

by and among

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent,

WELLS FARGO SECURITIES, LLC,

BARCLAYS BANK PLC,

SUNTRUST ROBINSON HUMPHREY, INC. and

REGIONS CAPITAL MARKETS, A DIVISION OF REGIONS BANK,

as Joint Lead Arrangers and Joint Bookrunners,

THE BANK OF TOKYO-MITSUBISHI, LTD., CREDIT SUISSE SECURITIES (USA) LLC,

PNC CAPITAL MARKETS LLC and FIFTH THIRD BANK,

as Co-Managers,

THE LENDERS THAT ARE PARTIES HERETO,

as the Lenders,

and

DELEK US HOLDINGS, INC.,

as Borrower,

Dated as of March 30, 2018

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TERM LOAN CREDIT AGREEMENT

THIS TERM LOAN CREDIT AGREEMENT , is entered into as of March 30, 2018 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “ Lender ”, as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION , a national banking association (“ Wells Fargo ”), as administrative agent for each member of the Lender Group (as defined below) (in such capacity, together with its successors and assigns in such capacity, “ Agent ”), Wells Fargo Securities, LLC, Barclays Bank PLC, SunTrust Robinson Humphrey, Inc., and Regions Capital Markets, a division of Regions Bank, each as a joint lead arranger and joint bookrunner (each in such capacities, together with its successors and assigns in such capacities, a “ Joint Lead Arranger ”, and collectively, “ Joint Lead Arrangers ”), The Bank of Tokyo-Mitsubishi, Ltd., Credit Suisse Securities (USA) LLC, PNC Capital Markets LLC and Fifth Third Bank, each as a co-manager (each in such capacity, together with its successors and assigns in such capacity, a “ Co-Manager ” and collectively, “ Co-Managers ”) and DELEK US HOLDINGS, INC. , a Delaware corporation (the “ Borrower ”).

The parties agree as follows:

1.1.      Definitions . As used in this Agreement, the following terms shall have the following definitions:

“ ABL Agent ” means the agent under the ABL Agreement and related collateral documents, and any successor or new administrative agent thereunder. As of the Closing Date, Wells Fargo Bank, National Association is the ABL Agent.

“ ABL Agreement ” means that certain Second Amended and Restated Credit Agreement, dated as of the date hereof, by and among the ABL Agent, the ABL Lenders party thereto from time to time, the Borrower, as administrative borrower, the other loan parties party thereto from time to time, as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with this Agreement and the ABL Intercreditor Agreement.

“ ABL Documents ” means the ABL Agreement, and all agreements, documents and instruments executed and/or delivered in connection therewith.

“ ABL Facility ” means the credit facility established pursuant to the ABL Agreement.

“ ABL Intercreditor Agreement ” means that certain Intercreditor Agreement, dated as of even date with this Agreement, between Agent and the ABL Agent.

“ ABL Lenders ” means the lenders from time to time party to the ABL Agreement.

“ ABL Loans ” means “Loans” (as defined in the ABL Agreement as in effect on the date hereof).

“ ABL Priority Collateral ” has the meaning specified therefor in the ABL Intercreditor Agreement.

“ Acknowledgment Agreement ” has the meaning specified therefor in the definition of “Intermediation Access Agreement”.

“ Account ” means an account (as that term is defined in the UCC or, to the extent applicable, the PPSA).

“ Accounting Changes ” means changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants (or successor thereto or any agency with similar functions).

“ Acquisition ” means (a) the purchase or other acquisition by a Person or its Subsidiaries of all or substantially all of the assets of (or any division or business line of) any other Person, or (b) the purchase or other acquisition (whether by means of a merger, consolidation, amalgamation or otherwise) by a Person or its Subsidiaries of all or substantially all of the Equity Interests of any other Person.

“ Additional Documents ” has the meaning specified therefor in Section 5.12 of this Agreement.

“ Additional Intercreditor Agreement ” means (a) to the extent executed in connection with the incurrence of Indebtedness secured by Liens on the Collateral which are intended to rank pari passu in priority to the Liens on the Collateral securing the Obligations, a customary intercreditor agreement in form and substance reasonably acceptable to the Agent and the Borrower, which agreement shall provide that the Liens on the Collateral securing such Indebtedness shall rank equal in priority to the Liens on the Collateral securing the Obligations and (b) to the extent executed in connection with the incurrence of Indebtedness secured by Liens on the Collateral which are intended to rank junior to the Liens on the Collateral securing the Obligations a customary intercreditor agreement in form and substance reasonably acceptable to the Agent and the Borrower, which agreement shall provide that the Liens on the Collateral securing such Indebtedness shall rank junior to the Liens on the Collateral securing the Obligations.

“ Administrative Questionnaire ” has the meaning specified therefor in Section 12.1(a) of this Agreement.

“ Affiliate ” means, as applied to any Person, any other Person who controls, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” means the possession, directly or indirectly through one or more intermediaries, of the power to direct the management and policies of a Person, whether through the ownership of Equity Interests, by contract, or otherwise.

“ Agency Fee Letter ” means that certain Fee Letter, dated as of the date hereof, between the Borrower and the Agent.

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

“ Agent-Related Persons ” means Agent, together with its Affiliates, officers, directors, employees, attorneys, representatives and agents.

“ Agent’s Liens ” means the Liens granted by each Loan Party or its Subsidiaries to Agent under the Loan Documents and securing the Obligations.

“ Agreement ” means this Credit Agreement, as amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“ All-In Yield ” means, as to any Indebtedness, the yield thereof, whether in the form of interest rate, margin, original issue discount, upfront fees, a LIBOR Rate or Base Rate floor or otherwise; provided , that original issue discount and upfront fees shall be equated to interest rate assuming a 4-year life to maturity

(or, if less, the stated life to maturity at the time of its incurrence of the applicable Indebtedness); and provided, further, that “All-In Yield” shall not include customary commitment, amendment, underwriting or arranger fees, structuring fees or other fees payable, in each case to the extent not paid generally to all lenders in the primary syndication of such Indebtedness.

“ Alon Notes ” means those certain 3.00% Convertible Senior Notes due 2018, issued by Alon USA Energy, Inc.

“ Anti-Corruption Laws ” means the FCPA, the U.K. Bribery Act of 2010, as amended, and all other applicable laws and regulations or ordinances concerning or relating to bribery, money laundering or corruption in any jurisdiction in which any Loan Party or Subsidiary or Affiliate thereof is located or is doing business.

“ Anti-Money Laundering Laws ” means the applicable laws or regulations in any jurisdiction in which any Loan Party or any of its Subsidiaries or Affiliates is located or is doing business that relates to money laundering, any predicate crime to money laundering, or any financial record keeping and reporting requirements related thereto.

“ Applicable Cash Percentage ” means, for any fiscal year: (a) fifty percent (50.00%), if the Secured Net Leverage Ratio of the Borrower as of the last day of such fiscal year is greater than 3.00:1.00; (b) twenty-five percent (25.00%), if the Secured Net Leverage Ratio of the Borrower as of the last day of such fiscal year is less than or equal to 3.00:1.00, but greater than 2.50:1.00; and (c) zero percent (0.00%) if the Secured Net Leverage Ratio of the Borrower as of the last day of such fiscal year is less than or equal to 2.50:1.00.

“ Applicable Law ” means all applicable provisions of constitutions, laws (including principles of common law), statutes, ordinances, rules, treaties, regulations, permits, licenses, approvals and orders of Governmental Authorities and all applicable orders and decrees of all courts and arbitrators.

“ Applicable Margin ” means (a) in the case of a Base Rate Loan, 1.50 percentage points (the “ Base Rate Margin ”) and (b) in the case of a LIBOR Rate Loan, 2.50 percentage points (the “ LIBOR Rate Margin ”).

“ Appropriate Lender ” means, at any time, with respect to Loans of any Class, the Lenders of such Class.

“ Arranger Fee Letter ” means that certain letter agreement, dated as of the date hereof, by and among the Borrower, Wells Fargo Securities, Barclays Bank PLC, SunTrust Robinson Humphrey, Inc., Regions Capital Markets, a division of Regions Bank, The Bank of Tokyo-Mitsubishi, Ltd., Credit Suisse Securities (USA) LLC, Credit Suisse AG, Cayman Islands Branch, PNC Capital Markets LLC and Fifth Third Bank.

“ Assignee ” has the meaning specified therefor in Section 12.1(a) of this Agreement.

“ Assignment and Acceptance ” means an Assignment and Acceptance Agreement substantially in the form of Exhibit A to this Agreement or any other form approved by the Agent.

“ Attributable Indebtedness ” means, on any date, in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP in all material respects.

“ Authorized Persons ” means any one of the individuals identified as an officer of the Borrower on Schedule B-1 to this Agreement, or any other individual identified by Borrower as an authorized officer and authenticated through Agent’s electronic platform or portal in accordance with its procedures for such authentication.

“ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“ Bail-In Legislation ” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“ Bakersfield Refinery ” means the crude oil refinery and associated facilities owned by Alon Bakersfield Property, Inc. and located at or near Bakersfield, California

“ Bankruptcy Code ” means title 11 of the United States Code, as in effect from time to time.

“ Base Rate ” means the greatest of (a) the Federal Funds Rate plus ½%, (b) the LIBOR Rate (which rate shall be calculated based upon an Interest Period of one month and shall be determined on a daily basis), plus one percentage point, and (c) the rate of interest announced, from time to time, within Wells Fargo at its principal office in San Francisco as its “prime rate” (the “ Prime Rate ”), with the understanding that the “prime rate” is one of Wells Fargo’s base rates (not necessarily the lowest of such rates) and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto and is evidenced by the recording thereof after its announcement in such internal publications as Wells Fargo may designate (and, if any such announced rate is below zero, then the rate determined pursuant to this clause (c) shall be deemed to be zero).

“ Base Rate Loan ” means each Loan that bears interest at a rate determined by reference to the Base Rate.

“ Base Rate Margin ” has the meaning specified therefor in the definition of Applicable Margin.

“ Big Spring Refinery ” means the crude oil refinery (other than any Midstream Assets) owned by Alon USA Refining, LLC and located at or near Big Spring, Texas

“ Board of Directors ” means, as to any Person, the board of directors (or comparable managers) of such Person, or any committee thereof duly authorized to act on behalf of the board of directors (or comparable managers).

“ Board of Governors ” means the Board of Governors of the Federal Reserve System of the United States (or any successor).

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

“ Borrower Materials ” means materials and/or information provided by or on behalf of the Borrower or any Subsidiary hereunder.

“ Business Day ” means any day that is not a Saturday, Sunday, or other day on which banks are authorized or required to close in the State of New York, except that, if a determination of a Business Day

shall relate to a LIBOR Rate Loan, the term “Business Day” also shall exclude any day on which banks are closed for dealings in Dollar deposits in the London interbank market.

“ Canadian Anti-Terrorism Laws ” means the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws, whether within Canada or elsewhere, the Criminal Code (Canada), the United Nations Act (Canada), United Nations Al-Qaida and Taliban Regulations, the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism, and any similar laws in effect in Canada from time to time.

“ Canadian Copyright Security Agreement” has the meaning specified therefor in the Canadian Guaranty and Security Agreement.

“ Canadian Defined Benefit Pension Plan ” means any Canadian Pension Plan which contains a “defined benefit provision” as defined in subsection 147.1(1) of the Income Tax Act (Canada).

“ Canadian Dollars ” or “ C$ ” means the lawful currency of Canada.

“ Canadian Guaranty and Security Agreement ” means a Canadian guaranty and security agreement, dated as of even date with this Agreement, in form and substance reasonably satisfactory to Agent, executed and delivered by each Canadian Loan Party to Agent.

“ Canadian Loan Parties ” means, collectively, (a) DK Canada, and (b) each other Person organized under the laws of Canada or any province thereof that at any time, at the election of the Borrower, becomes a Loan Party under the Loan Documents; and “Canadian Loan Party” means any one of them.

“ Canadian Patent Security Agreement ” has the meaning specified therefor in the Canadian Guaranty and Security Agreement.

“ Canadian Pension Event ” means (a) the termination in whole or in part of any Canadian Defined Benefit Pension Plan, (b) the merger of a Canadian Pension Plan, of which a Loan Party is the administrator or plan sponsor, with another pension plan, where either plan contains a defined benefit provision and has at any time been funded by a trust, (c) a material change in the contribution rates payable by a Borrower to a Canadian Pension Plan, (d) the receipt by any Borrower of any notice concerning liability arising from the withdrawal or partial withdrawal of any Borrower or any other party from a Canadian Pension Plan, (e) the occurrence of an event under the Income Tax Act (Canada) that could reasonably be expected to affect the registered status of any Canadian Pension Plan, (f) the receipt by any Borrower of any order or notice of intention to issue an order from the applicable pension standards regulator that could reasonably be expected to affect the registered status or cause the termination (in whole or in part) of any Canadian Defined Benefit Pension Plan, (g) the receipt of notice by the administrator or the funding agent of any failure to remit contributions to a Canadian Pension Plan by the applicable Borrower, (h) the adoption of any amendment to a Canadian Pension Plan that would require the provision of security pursuant to Applicable Law, or (i) the receipt by any Borrower of notice of any other event or condition with respect to a Canadian Pension Plan that could reasonably be expected to have a Material Adverse Effect.

“ Canadian Pension Plan ” means a pension plan that is a “registered pension plan” (as defined in the Income Tax Act (Canada)) or that is required to be registered under, or is subject to, the Employment Pension Plans Act (Alberta) or other Canadian federal or provincial law with respect to pension benefits standards and that is maintained or contributed to by a Loan Party or any of its Subsidiaries for its Canadian employees

or former employees, but does not include the Canada Pension Plan or the Québec Pension Plan as maintained by the Government of Canada or the Province of Québec, respectively.

“ Canadian Trademark Security Agreement ” has the meaning specified therefor in the Canadian Guaranty and Security Agreement.

“ Capital Expenditures ” means, with respect to any Person for any period, the amount of all expenditures by such Person and its Subsidiaries during such period that are capital expenditures as determined in accordance with GAAP, whether such expenditures are paid in cash or financed, but excluding, without duplication (a) with respect to the purchase price of assets that are purchased substantially contemporaneously with the trade-in of existing assets during such period, the amount that the gross amount of such purchase price is reduced by the credit granted by the seller of such assets for the assets being traded in at such time, (b) expenditures made during such period to consummate one or more Acquisitions and (c) expenditures during such period that, pursuant to a written agreement, are reimbursed by a third Person (excluding any Loan Party or any of its Affiliates).

“ Capital Lease ” means a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP.

“ Capitalized Lease Obligation ” means that portion of the obligations under a Capital Lease that is required to be capitalized in accordance with GAAP.

“ Captive Insurer ” means any Restricted Subsidiary of the Borrower that is a captive insurance company established for the primary purpose of insuring any Loan Parties and their Restricted Subsidiaries and that is or will be subject to regulation as an insurance subsidiary.

“ Cash Equivalents ” means (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition thereof, (b) marketable direct obligations issued or fully guaranteed by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within one (1) year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either Standard & Poor’s Rating Group (“ S&P ”) or Moody’s Investors Service, Inc. (“ Moody’s ”), (c) commercial paper as to which the obligor thereunder is resident of the United States and maturing no more than two-hundred and seventy (270) days from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody’s, (d) certificates of deposit, time deposits, overnight bank deposits or bankers’ acceptances maturing within one (1) year from the date of acquisition thereof issued by any bank organized under the laws of the United States or any state thereof or the District of Columbia or any United States branch of a foreign bank having at the date of acquisition thereof combined capital and surplus of not less than $500,000,000, (e) Deposit Accounts maintained with (i) any bank that satisfies the criteria described in clause (d) above, or (ii) any other bank organized under the laws of the United States or any state thereof so long as the full amount maintained with any such other bank is insured by the Federal Deposit Insurance Corporation, (f) repurchase obligations of any commercial bank satisfying the requirements of clause (d) of this definition or of any recognized securities dealer having combined capital and surplus of not less than $500,000,000, having a term of not more than seven (7) days, with respect to securities satisfying the criteria in clauses (a) or (d) above, (g) debt securities with maturities of six (6) months or less from the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying the criteria described in clause (d) above, (h) Investments in money market funds substantially all of whose assets are invested in the types of assets described in clauses (a) through (g) above and (i) solely with respect to any Canadian

Loan Party, substantially similar investments to those outlined in paragraphs (a) through (h) above of reasonably comparable credit quality deposited with or guaranteed by Canadian banks or other Canadian Persons of equivalent creditworthiness and denominated in Canadian Dollars or Dollars.

“ CCQ ” means the Civil Code of Québec, and, where applicable, the regulations promulgated thereunder.

“ CFC ” means a “controlled foreign corporation” (as that term is defined in Section 957 of the IRC) or any direct or indirect subsidiary of a controlled foreign corporation; provided , that no Canadian Loan Party shall constitute a CFC hereunder.

“ Change of Control ” means that any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person or its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a “person” or “group” shall be deemed to have “beneficial ownership” of all Equity Interests that such “person” or “group” has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of more than forty percent (40%) of the Equity Interests of the Borrower entitled to vote in the election of members of the Board of Directors of the Borrower.

“ Change in Law ” means the occurrence after the date of this Agreement of: (a) the adoption or effectiveness of any law, rule, regulation, judicial ruling, judgment or treaty, (b) any change in any law, rule, regulation, judicial ruling, judgment or treaty or in the administration, interpretation, implementation or application by any Governmental Authority of any law, rule, regulation, guideline or treaty, or (c) the making or issuance by any Governmental Authority of any request, rule, guideline or directive, whether or not having the force of law; provided , that notwithstanding anything in this Agreement to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, and (ii) all requests, rules, guidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities shall, in each case, be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued.

“ Class ” (a) when used with respect to any Lender, refers to whether such Lender has a Loan or Commitment with respect to a particular Class of Loans or Commitments, (b) when used with respect to Commitments, refers to whether such Commitments are Extended Loans of a given tranche, Initial Commitments, Incremental Commitments or Refinancing Commitments of a given tranche and (c) when used with respect to Loans, refers to whether such Loans are Initial Loans, Incremental Loans, Refinancing Loans of a given tranche or Extended Loans of a given tranche. Initial Commitments, Incremental Commitments or Refinancing Commitments (and in each case, the Loans made pursuant to such Commitments) that have different terms and conditions shall be construed to be in different Classes. Commitments (and, in each case, the Loans made pursuant to such Commitments) that have the same terms and conditions shall be construed to be in the same Class.

“ Closing Date ” means the date of the making of the Initial Loans under this Agreement.

“ Collateral ” means all assets and interests in assets and proceeds thereof now owned or hereafter acquired by any Loan Party or its Subsidiaries in or upon which a Lien is granted by such Person in favor of Agent or the Lenders under any of the Loan Documents.

“ Collateral Account ” means any Deposit Account or other account established by the Borrower or any Loan Party under the sole control of the Agent pursuant to a Control Agreement and in which the Agent has a perfected security interest on behalf of the Lender Group, that is free from all other Liens (other than Liens permitted under clause (r) of the definition of “Permitted Liens”) and includes solely identifiable cash and Cash Equivalents received from Dispositions of Term Priority Collateral, an Insurance and Condemnation Event relating to Term Priority Collateral, foreclosures on or sales of Term Priority Collateral or any other awards or proceeds of Term Priority Collateral pursuant to the Loan Documents, including interest earned thereon.

“ Co-Managers ” has the respective meaning specified therefor in the preamble to this Agreement.

“ Commitment ” means an Initial Commitment, an Incremental Commitment or a Refinancing Commitment as the context may require.

“ Commodity Account ” means any commodity account (as that term is defined in the UCC or, to the extent applicable, the PPSA).

“ Commodity Exchange Act ” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“ Compliance Certificate ” means a certificate substantially in the form of Exhibit B to this Agreement delivered by the chief financial officer of Borrower to Agent.

“ Confidential Information ” has the meaning specified therefor in Section 16.9(a) of this Agreement.

“ Consolidated Funded Indebtedness ” shall mean, as of any date of determination, the aggregate amount (without duplication) of all Funded Indebtedness of the Borrower and its Restricted Subsidiaries as of such date, determined on a consolidated basis in accordance with GAAP.

“ Consolidated Net Income ” means, for any period, the net income (or loss) of the Borrower and its Restricted Subsidiaries for such period, determined on a consolidated basis, without duplication, in accordance with GAAP and before any reduction in respect of preferred stock dividends; provided, that in calculating Consolidated Net Income of the Borrower and its Restricted Subsidiaries for any period, there shall be excluded (a) any net income (loss) of any Person if such Person is not the Borrower or a Restricted Subsidiary, except that the Borrower’s or any Restricted Subsidiary’s equity in the net income of any such Person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such period to the Borrower or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the limitations contained in clause (b) below); (b) solely for purposes of Section 6.7 , any net income (loss) of any Restricted Subsidiary that is not a Guarantor if such Restricted Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of similar distributions by such Restricted Subsidiary, directly or indirectly, to the Borrower by operation of the terms of such Restricted Subsidiary’s charter or any agreement, instrument, judgment, decree, order, statute or governmental rule or regulation applicable to such Restricted Subsidiary or its stockholders (other than (x) restrictions that have been waived or otherwise released, (y) restrictions pursuant to this Agreement and (z) restrictions in effect on the Closing Date with respect to a Restricted Subsidiary and other restrictions with respect to such Restricted Subsidiary that taken as a whole are not materially less favorable to the Agent and the Lenders hereunder than such restrictions in effect on the Closing Date as determined by the Borrower in good faith), except that (i) the Borrower’s equity in the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of any dividend or distribution that was or that

could have been made by such Restricted Subsidiary during such period to the Borrower or another Restricted Subsidiary (subject, in the case of a dividend that could have been made to another Restricted Subsidiary, to the limitation contained in this clause (b)) and (ii) the net loss of such Restricted Subsidiary shall be included to the extent of the aggregate Investment of the Borrower or any of its other Restricted Subsidiaries in such Restricted Subsidiary; (c) (x) any gain or loss realized upon the sale, abandonment or other disposition of any asset of the Borrower or any Restricted Subsidiary (including Specified Assets and pursuant to any sale/leaseback transaction) that is not sold, abandoned or otherwise disposed of in the ordinary course of business (as determined in good faith by the chief executive officer, the chief financial officer or other financial officer that is an Authorized Person of the Borrower) and (y) any gain or loss realized upon the disposal, abandonment or discontinuation of operations constituting a material business unit of the Borrower or any Restricted Subsidiary, and any income (loss) from disposed, abandoned or discontinued operations constituting a material business unit; (d) (x) any extraordinary, unusual or nonrecurring gain, loss or charge and (y) any fees, expenses and charges associated with the transactions contemplated hereby and the ABL Facility occurring on the Closing Date and any acquisition, disposition, merger, amalgamation or consolidation; (e) the cumulative effect of a change in accounting principles or a change as a result of the adoption or modification of accounting policies; (f) all deferred financing costs written off and premiums paid in connection with any early extinguishment of Indebtedness or Hedge Obligations or other derivative instruments; (g) any unrealized gains or losses in respect of Hedge Obligations; (h) any unrealized foreign currency transaction gains or losses in respect of Indebtedness of any Person denominated in a currency other than the functional currency of such Person; (i) any non-cash compensation charge arising from any grant of stock, stock options or other equity-based awards, or any vesting or acceleration thereof; (j) to the extent otherwise included in Consolidated Net Income, any unrealized foreign currency translation or transaction gains or losses in respect of Indebtedness or other obligations of the Borrower or any Restricted Subsidiary owing to the Borrower or any Restricted Subsidiary; (k) any non-cash charge, expense or other impact attributable to application of the purchase or recapitalization method of accounting (including the total amount of depreciation and amortization, cost of sales or other non-cash expense resulting from the write-up of assets to the extent resulting from such purchase or recapitalization accounting adjustments); (l) expenses related to the conversion or modification of various employee benefit programs, and non-cash compensation related expenses; (m) any fees, expenses, charges, premiums or other payments, or any amortization thereof, in connection with the incurrence of Indebtedness (including such fees, expenses or charges related to the offering and issuance of debt securities, the syndication and incurrence of any Loans or the ABL Facility), Equity Issuance, refinancing transaction or amendment or modification of any debt instrument (including any amendment or other modification of the any Loans or the ABL Facility) and including, in each case, any such transaction consummated on or prior to the Closing Date and any such transaction undertaken but not completed, and any charges or non-recurring costs incurred during such period as a result of any such transaction, in each case whether or not successful or consummated; (n) any expenses, charges or losses to the extent covered by insurance or indemnity and actually reimbursed, or, so long as such Person has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer or indemnifying party and only to the extent that such amount is in fact reimbursed within 365 days of the date of the insurable or indemnifiable event (net of any amount so added back in any prior period to the extent not so reimbursed within the applicable 365-day period); and (o) any impairment charge or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity securities and investments recorded using the equity method or as a result of a change in law or regulation, in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP.

“ Consolidated Total Net Indebtedness ” shall mean, at any date, the aggregate principal amount of Consolidated Funded Indebtedness (net of Unrestricted Cash as of such date).

“ Control Agreement ” means a control agreement, in form and substance reasonably satisfactory to Agent, executed and delivered by a Loan Party or one of its Subsidiaries, Agent, and the applicable securities intermediary (with respect to a Securities Account) or bank (with respect to a Deposit Account).

“ Credit Agreement Refinancing Indebtedness ” means (a) Permitted First Priority Refinancing Debt, (b) Permitted Second Priority Refinancing Debt, (c) Permitted Unsecured Refinancing Debt or (d) other Indebtedness incurred pursuant to a Refinancing Amendment, in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace, repurchase, retire or refinance, in whole or part, existing Loans, or any then-existing Credit Agreement Refinancing Indebtedness (“ Refinanced Debt ”); provided , that (i) such Indebtedness has a maturity no earlier than the Maturity Date for the Refinanced Debt, (ii) no Subsidiary of the Borrower shall Guarantee any such Credit Agreement Refinancing Indebtedness unless such Subsidiary is a Guarantor hereunder and, if secured, no Credit Agreement Refinancing Indebtedness shall be secured by Liens on any assets other than the Collateral and shall be secured on an pari passu basis with or on a junior basis to the Liens securing the Obligations, and such Credit Agreement Refinancing Indebtedness shall be subject to the relevant Intercreditor Agreement(s), (iii) the Weighted Average Life to Maturity of such Indebtedness shall be no shorter than the remaining Weighted Average Life to Maturity for the Refinanced Debt, (iv) such Indebtedness shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, original issue discount and upfront fees associated with the refinancing, (v) the other terms and conditions of such Indebtedness shall not be more restrictive (taken as a whole) to the Borrower and its Restricted Subsidiaries (as determined by the Borrower in good faith) than those applicable to the Refinanced Debt (except for (x) pricing, premiums, fees, rate floors and optional prepayment and redemption terms and (y) covenants or other provisions applicable only to periods after the Latest Maturity Date at the time of incurrence of such Indebtedness and it being understood that to the extent any financial maintenance covenant is added for the benefit of such Credit Agreement Refinancing Indebtedness in the form of Refinancing Loans or refinancing notes or other debt securities (whether issued in a public offering, Rule 144A, private placement or otherwise), no consent shall be required from the Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Loans remaining outstanding after the incurrence or issuance of such Credit Agreement Refinancing Indebtedness (provided that a certificate of an Authorized Person of the Borrower delivered to the Agent at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement of this clause (v) shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees))), and (vi) such Refinanced Debt shall be repaid, repurchased, retired, defeased or satisfied and discharged, all accrued interest, fees, premiums (if any) and penalties in connection therewith shall be paid, and all commitments thereunder terminated, on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained.

Notwithstanding anything to the contrary, only Credit Agreement Refinancing Indebtedness (other than debt securities) that is pari passu in right of payment and security shall share ratably in any voluntary or mandatory prepayments of the Loans unless the Borrower and the Lenders in respect of such Credit Agreement Refinancing Indebtedness elect lesser payments and, if such Credit Agreement Refinancing Indebtedness is a notes issuance, such Credit Agreement Refinancing Indebtedness shall have no mandatory prepayment or redemption provisions other than customary prepayments for notes offerings required as a result of a “change of control” or asset sales or other prepayment events consistent with market practice at the time of issuance.

“ Debtor Relief Laws ” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States, Canada or other applicable jurisdictions from time to time in effect, including, without limitation, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-Up and Restructuring Act (Canada).

“ Declined Proceeds ” has the meaning specified therefor in Section 2.4(b)(viii) .

“ Default ” means an event, condition, or default that, with the giving of notice, the passage of time, or both, would be an Event of Default.

“ Defaulting Lender ” means any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies Agent and Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable Default or Event of Default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to Agent or any other Lender any other amount required to be paid by it hereunder within two (2) Business Days of the date when due, (b) has notified the Borrower or Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable Default or Event of Default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by Agent or Borrower, to confirm in writing to Agent and Borrower that it will comply with its prospective funding obligations hereunder ( provided , that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by Agent and Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of any Insolvency Proceeding, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state, provincial or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-In Action; provided , that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or Canada, as applicable, or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender upon delivery of written notice of such determination to Borrower and each Lender.

“ Deposit Account ” means any deposit account (as that term is defined in the UCC) and includes, in the case of a Canadian Loan Party, any account maintained for the deposit of funds with a Canadian bank accepting funds for deposit in Canada.

“ Designated Non-Cash Consideration ” means the fair market value of non-cash consideration received by the Borrower or a Restricted Subsidiary in connection with a Disposition that is designated as “Designated Non-Cash Consideration” pursuant to a certificate of an Authorized Person of the Borrower,

setting forth the basis of such valuation, less the amount of cash and Cash Equivalents received in connection with a subsequent sale of such Designated Non-Cash Consideration.

“ Discharge of ABL Debt ” has the meaning specified therefor in the ABL Intercreditor Agreement.

“ Disposition ” or “ Dispose ” means the sale, conveyance, transfer, license, lease, assignment or other disposition (including any sale and leaseback transaction and any sale or issuance of Equity Interests in a Restricted Subsidiary, other than directors’ qualifying shares and shares issued to foreign nationals to the extent required by applicable law) of any property by any Person, including any sale, conveyance, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith; provided , that “ Disposition ” and “ Dispose ” shall not be deemed to include any issuance by the Borrower of any of its Equity Interests to another Person or a theft, loss, physical destruction or damage, taking or similar event with respect to any property of any Person.

“ Disqualified Equity Interests ” means any Equity Interests that, by their terms (or by the terms of any security or other Equity Interests into which they are convertible or for which they are exchangeable), or upon the happening of any event or condition (a) mature or are mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control, casualty, condemnation event or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control, casualty, condemnation event or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) are redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part (except as a result of a change of control, casualty, condemnation event or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control, casualty, condemnation event or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments) or (c) are or become convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days after the Latest Maturity Date; provided that Equity Interests in any Person that are issued to any director or employee, or to any plan for the benefit of directors or employees, shall not constitute Disqualified Equity Interests solely because they may be required to repurchased by such Person or any of its subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability.

“ Disqualified Institution ” means, on any date, (a) any Person designated by Borrower as a “Disqualified Institution” by written notice delivered to Agent prior to the date hereof, (b) those Persons who are direct competitors of the Borrower identified in writing by Borrower to Agent from time to time, subject to the written consent of Agent and (c) in the case of each Person identified pursuant to clauses (a) and (b) above, any of their Affiliates that are either (i) identified in writing by Borrower from time to time, or (ii) clearly identifiable as Affiliates on the basis of such Affiliate’s name (other than, in the case of this clause (ii), Affiliates that are bona fide debt funds); provided , that no designation of any Person as a Disqualified Institution shall retroactively disqualify any assignments or participations made to, or information provided to, such Person before it was designated as a Disqualified Institution, and such Person shall not be deemed to be a Disqualified Institution in respect of any assignments or participations made to such Person prior to the date of such designation; provided , further , that “Disqualified Institutions” shall exclude any Person that Borrower has designated as no longer being a “Disqualified Institution” by written notice delivered to Agent from time to time; provided , further , that in connection with any assignment or participation, the Assignee or Participant with respect to such proposed assignment or participation that is an investment bank, a commercial bank, a finance company, a fund, or other Person which merely has an

economic interest in any such direct competitor, and is not itself such a direct competitor of Borrower or its Subsidiaries, shall not be deemed to be a Disqualified Institution for the purposes of this definition.

“ DK Canada ” means DK Canada Energy ULC, a British Columbia unlimited liability company and a wholly owned Subsidiary of the Borrower.

“ DM&S ” means Delek Marketing & Supply, LLC, a Delaware limited liability company.

“ Dollars ” or “ $ ” means United States dollars.

“ Domestic Subsidiary ” means any Subsidiary of any Loan Party that is not a Foreign Subsidiary.

“ EBITDA ” means, for any period, the following determined on a consolidated basis, without duplication, for the Borrower and its Restricted Subsidiaries in accordance with GAAP: (a) Consolidated Net Income for such period, plus (b) the sum of the following, without duplication, to the extent (except with respect to clauses (b)(xi) and (xii) below) deducted in determining Consolidated Net Income for such period: (i) provision for all taxes (whether or not paid, estimated or accrued) based on income, profits or capital (including penalties and interest, if any); (ii) Interest Expense; (iii) depreciation; (iv) amortization (including amortization of goodwill and intangibles and amortization and write-off of financing costs); (v) any non-cash charge, write-down, expense or loss; (vi) any expenses or charges related to any Disposition, Equity Issuance, Indebtedness or Investment, in each case permitted by this Agreement (whether or not consummated or incurred, and including any offering or sale of Equity Interests to the extent the proceeds thereof were intended to be contributed to the equity capital of the Borrower or its Restricted Subsidiaries); (vii) the amount of any loss attributable to non-controlling interests; (viii) all deferred financing costs written off and premiums paid in connection with any early extinguishment of Indebtedness or any Hedge Obligation or other derivative instruments; (ix) the amount of any restructuring charge or reserve or non-recurring integration charges or reserves (including severance costs, costs associated with office, facility and branch openings, closings and consolidations (in the case of openings, incurred in connection with acquisitions and Investments) and relocation costs); (x) any costs or expenses incurred by the Borrower or any Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of the Borrower or net cash proceeds of an issuance of Equity Interests of the Borrower (other than Disqualified Equity Interests); (xi) proceeds from business interruption insurance (to the extent such proceeds are not reflected as revenue or income in computing Consolidated Net Income and only to the extent the losses or other reduction of net income to which such proceeds are attributable are not otherwise added back in computing Consolidated Net Income); and (xii) the amount of “run-rate” cost savings projected by the Borrower in good faith to be realized as the result of (I) the transactions contemplated hereby and the ABL Facility occurring on the Closing Date or (II) actions taken or to be taken on or prior to the date that is 24 months after the consummation of any operational change, and in each case prior to or during such period (calculated on a pro forma basis as though such cost savings had been realized on the first day of such period; it being understood that “run-rate” means the full recurring benefit for a period that is associated with any action taken or committed to be taken), net of the amount of actual benefits realized during such period from such actions; provided that (A) a duly completed certificate signed by the chief executive officer or the chief financial officer of the Borrower shall be delivered to the Agent together with the Compliance Certificate required to be delivered pursuant to Section 5.1, certifying that such cost savings are reasonably anticipated to be realized as a result of the transactions contemplated hereby and the ABL Facility occurring on the Closing Date or within 24 months after the consummation of any operational change, as applicable, and are factually supportable as determined in good faith by the Borrower, and (B) no cost savings shall be added pursuant to this clause

(xii) to the extent duplicative of any expenses or charges otherwise added to Consolidated Net Income, whether through a pro forma adjustment or otherwise, for such period and (C) projected amounts (not yet realized) may no longer be added in calculating EBITDA pursuant to subclause (II) of this clause (xii) to the extent occurring more than eight full fiscal quarters after the specified action taken in order to realize such projected cost savings.

For the purposes of calculating EBITDA for any period of four (4) consecutive fiscal quarters (each, a “ Reference Period ”), if at any time during such Reference Period (and after the Closing Date), any Loan Party or any of its Restricted Subsidiaries shall have made an Acquisition in exchange for consideration in an amount exceeding $15,000,000, EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto (including pro forma adjustments arising out of events which are directly attributable to such Acquisition, are factually supportable, and are expected to have a continuing impact, in each case) or in such other manner acceptable to Agent as if any such Acquisition or adjustment occurred on the first (1st) day of such Reference Period.

“ EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“ EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“ EEA Resolution Authority ” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“ El Dorado Refinery ” means the crude oil refinery (other than any Midstream Assets) owned by Lion Oil Company, and located at or near El Dorado, Arkansas.

“ Eligible Transferee ” means (a) any Lender, (b) any Affiliate of any Lender, (c) any Related Fund of any Lender and (d) any other Person, other than, in each case, a natural Person, a Defaulting Lender, a Loan Party, any Subsidiary of a Loan Party, any Affiliate of a Loan Party or a Disqualified Institution.

“ Employee Benefit Plan ” means any employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA, (a) that is or within the preceding six (6) years has been sponsored, maintained or contributed to by any Loan Party, Subsidiary or ERISA Affiliate or (b) to which any Loan Party, Subsidiary or ERISA Affiliate has, or has had at any time within the preceding six (6) years, any liability, contingent or otherwise.

“ Engagement Letter ” means that certain Engagement Letter, dated as of February 28, 2018, among the Borrower, Wells Fargo Securities, LLC, and Wells Fargo Bank, National Association.

“ Environmental Action ” means any written complaint, summons, citation, notice, directive, order, claim, litigation, investigation, judicial or administrative proceeding, judgment, letter, or other written communication from any Governmental Authority, or any third party involving actual or alleged violations of Environmental Laws or Releases of Hazardous Materials (a) from or onto any assets, properties, or businesses of the Borrower, any Subsidiary of the Borrower, or any of their predecessors in interest, (b) from

or onto adjoining properties or businesses, or (c) from or onto any facilities which received Hazardous Materials generated by the Borrower, any Subsidiary of the Borrower, or any of their predecessors in interest.

“ Environmental Law ” means any applicable federal, state, provincial, foreign or local statute, law, rule, regulation, ordinance, code, binding and enforceable guideline, binding and enforceable written policy, or rule of common law now or hereafter in effect and in each case as amended, or any applicable and enforceable judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, in each case, to the extent binding on any Loan Party or its Subsidiaries, relating to the environment, natural resources, human health or safety (to the extent related to exposure to Hazardous Materials), or the generation, management, transportation, disposal, or Release or threatened Release of Hazardous Materials, in each case as amended from time to time.

“ Environmental Liabilities ” means all liabilities, monetary obligations, losses, damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand, or Remedial Action required, by any Governmental Authority or any third party, and which relate to any Environmental Action.

“ Environmental Lien ” means any Lien in favor of any Governmental Authority for Environmental Liabilities.

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

“ Equity Interests ” means, with respect to a Person, all of the shares, options, warrants, interests, participations, or other equivalents (regardless of how designated) of or in such Person, whether voting or nonvoting, including capital stock (or other ownership or profit interests or units), preferred stock, or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC under the Exchange Act) (other than any debt security which by its terms is convertible at the option of the holder into Equity Interests, to the extent such holder has not so converted such debt security).

“ Equity Issuance ” means (a) any issuance by the Borrower of shares of its Equity Interests to any Person that is not a Loan Party or any Restricted Subsidiary thereof (including, without limitation, in connection with the exercise of options or warrants or the conversion of any debt securities to equity) and (b) any capital contribution from any Person that is not a Loan Party into any Loan Party or any Restricted Subsidiary thereof. The term “Equity Issuance” shall not include (A) any Disposition or (B) any issuance or incurrence of any Indebtedness for borrowed money by any Loan Party or any of its Restricted Subsidiaries.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statutes, and all regulations and guidance promulgated thereunder. Any reference to a specific section of ERISA shall be deemed to be a reference to such section of ERISA and any successor statutes, and all regulations and guidance promulgated thereunder.

“ ERISA Affiliate ” means (a) any Person subject to ERISA whose employees are treated as employed by the same employer as the employees of any Loan Party or its Subsidiaries under IRC Section 414(b), (b) any trade or business subject to ERISA whose employees are treated as employed by the same employer as the employees of any Loan Party or its Subsidiaries under IRC Section 414(c), (c) solely for purposes of Section 302 of ERISA and Section 412 of the IRC, any organization subject to ERISA that is a member of

an affiliated service group of which any Loan Party or any of its Subsidiaries is a member under IRC Section 414(m), or (d) solely for purposes of Section 302 of ERISA and Section 412 of the IRC, any Person subject to ERISA that is a party to an arrangement with any Loan Party or any of its Subsidiaries and whose employees are aggregated with the employees of such Loan Party or its Subsidiaries under IRC Section 414(o).

“ ERISA Plan ” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the IRC or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the IRC) the assets of any such “employee benefit plan” or “plan.”

“ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“ Event of Default ” has the meaning specified therefor in Section 7 of this Agreement.

“ Excess Cash Flow ” means, for the Borrower and its Restricted Subsidiaries on a consolidated basis, in accordance with GAAP for any fiscal year: (a) the sum, without duplication, of (i) Consolidated Net Income for such fiscal year, (ii) an amount equal to the amount of all non-cash charges to the extent deducted in determining Consolidated Net Income for such fiscal year, and (iii) decreases in Working Capital for such fiscal year, minus (b) the sum, without duplication, of (i) the aggregate amount of cash (A) actually paid by the Borrower and its Restricted Subsidiaries during such fiscal year on account of Capital Expenditures and acquisitions (other than any amounts that were committed during a prior fiscal year to the extent such amounts reduced Excess Cash Flow in such prior fiscal year per clause (b)(i)(B) below), (B) committed during such fiscal year to be used to make Capital Expenditures or acquisitions which in either case have been actually made or consummated or for which a binding agreement exists as of the time of determination of Excess Cash Flow for such fiscal year and (C) with respect to Investments pursuant to clauses (e), (j), (k), (m) (solely with respect to Investments in Unrestricted Subsidiaries and Permitted Joint Ventures), (n) and (q) of the definition of “Permitted Investments” (in each case, to the extent made in cash) and Restricted Payments pursuant to Section 6.7(b)(xiii) in an amount not to exceed $0.10 per share in any fiscal quarter made during such fiscal year or committed during such fiscal year to be made and for which a binding agreement exists as of the time of determination of Excess Cash Flow for such fiscal year (other than any amounts that were committed during a prior fiscal year to the extent such amounts reduced Excess Cash Flow in such prior fiscal year per this clause (b)(i)(C)) (in each case under this clause (i), other than to the extent any such Capital Expenditure, acquisition or applicable Investment is made or is expected to be made with the proceeds of Indebtedness (other than borrowings under the ABL Facility as determined by the Borrower in good faith), casualty proceeds not included in Consolidated Net Income, condemnation proceeds not included in Consolidated Net Income or other proceeds that would not be included in Consolidated Net Income), (ii) the aggregate amount of all scheduled principal payments or repayments of Indebtedness made by the Borrower and its Restricted Subsidiaries during such fiscal year, but only to the extent that such payments or repayments by their terms cannot be reborrowed or redrawn and do not occur in connection with a refinancing of all or any portion of such Indebtedness, (iii) to the extent any amounts received in respect thereof are included in Consolidated Net Income for such fiscal year, Net Cash Proceeds that are otherwise subject to the provisions of Section 2.4(b)(ii) or 2.4(b)(iii) , (iv) an amount equal to the amount of all non-cash credits to the extent included in determining Consolidated Net Income for such fiscal year, (v) increases to Working Capital for such fiscal year, (vi) any Taxes paid (or reasonably estimated to be payable) by the Borrower and its Restricted Subsidiaries to the extent not deducted in determining Consolidated Net Income, and (vii) to the extent not deducted in determining Consolidated Net Income and to the extent such payments are not made with the proceeds of Indebtedness (other than borrowings under the ABL Facility as determined by the Borrower in good faith), casualty proceeds not included in Consolidated Net Income, condemnation

proceeds not included in Consolidated Net Income or other proceeds that would not be included in Consolidated Net Income, cash actually paid during such fiscal year for transaction costs, fees, expenses and charges with respect to (in each case, whether or not such transaction is successful) acquisitions of property constituting Collateral, permitted issuances of Equity Interests, Investments, Capital Expenditures, Hedge Agreements and hedging activities, Indebtedness incurrences (including refinancings thereof), or any sale, transfer or disposition of property.

“ Exchange Act ” means the Securities Exchange Act of 1934, as in effect from time to time.

“ Excluded Asset ” means

(a)      any motor vehicle or other assets in which a lien can only be perfected by action with respect to a certificate of title;

(b)      any Excluded Real Property;

(c)      the Holdings Note;

(d)      any property to the extent that the pledge thereof or granting of a Lien thereon is prohibited by Applicable Law (including the requirement to obtain consent of any Governmental Authority), in each case, only to the extent and for so long as the terms of such Applicable Law applicable thereto validly prohibit, or require the consent of any Governmental Authority which has not been obtained as a condition to the creation by such Loan Party of, a security interest in such property in favor of the Agent (after giving effect to Sections 9‑406(d), 9‑407(a), 9‑408(a) or 9-409 of the UCC (or any successor provision or provisions) or Section 40(4) of the PPSA (or any successor provision or provisions) or any other Applicable Law (including the Bankruptcy Code or any other Debtor Relief Law));

(e)      any Equity Interests in any Person (other than a wholly owned Subsidiary) to the extent a grant of a Lien in respect thereof under any Guaranty and Security Agreement is not permitted by the terms of such Person’s organizational or joint venture documents in existence as of the Closing Date, in each case solely to the extent that the applicable Loan Party has previously used commercially reasonable efforts to obtain any required consents to eliminate or waive any such restrictions contained in such organizational or joint venture documents;

(f)      any permit, lease, license, contract or other agreement to which any Loan Party is a party or any property owned by any Loan Party on the date hereof or hereafter acquired that (i) is subject to a purchase money Lien or Capital Lease or similar arrangement permitted to be incurred pursuant to the provisions of this Agreement or (ii) is subject to Liens described in clause (y) of the definition of “Permitted Liens”; provided , that, in the case of sub-clause (ii), such permit, lease, license, contract or other agreement or property shall not be property that in the absence of this clause (f) would have been Term Priority Collateral; and, in each case, such Loan Party’s rights and interests therein, to the extent that the grant of a Lien in respect thereof under any Guaranty and Security Agreement (a) shall constitute or result in a breach of, a default under, an invalidation of, a termination of, or the unenforceability of any right of such Loan Party under, such permit, lease, license, contract or other agreement or the agreement governing such purchase money Lien, Capital Lease or similar arrangement or assets subject to Liens described in clause (y) of the definition of “Permitted Liens” or (b) requires the consent of any Person other than any Loan Party or any Affiliate thereof with respect to such permit, lease, license, contract or other agreement or such agreement governing such purchase money Lien, Capital Lease or similar arrangement or is subject to Liens described in clause (y) of the definition of “Permitted Liens”, which consent has not been obtained as a condition the creation of any other Lien on such property or creates a right of termination in favor of any Person other

than any Loan Party or any Affiliate thereof (after giving effect to Sections 9‑406(d), 9‑407(a), 9‑408(a) or 9-409 of the UCC (or any successor provision or provisions) or Section 40(4) of the PPSA (or any successor provision or provisions) or any other Applicable Law (including the Bankruptcy Code or any other Debtor Relief Law);

(g)      any governmental licenses, state, provincial or local franchises, charters or authorizations (other than cash proceeds thereof, Renewable Identification Numbers or biodiesel credits), the pledge or granting of a security interest in which would violate or be restricted or prohibited thereby or by Applicable Law or would require the consent or approval of a third party, in each case, unless such restrictions are rendered ineffective under the UCC, PPSA or other Applicable Law of any applicable jurisdiction; provided , however , that the Collateral shall include (and the definition of Excluded Assets shall not then include) any portion of such governmental licenses, state, provincial or local franchises, charters or authorizations immediately at such time as the contractual or legal provisions referred to above shall no longer be applicable or such required consent shall have been received;

(h)      intellectual property registered in any jurisdiction other than the United States of America or Canada;

(i)      any acquired property (including property acquired through acquisition of, or merger or amalgamation with, another Person) acquired in connection with a transaction otherwise permitted by this Agreement if at the time of such acquisition, the granting of a Lien therein or the pledge thereof is prohibited by any contract or other agreement to the extent and for so long as such contract or other agreement prohibits such Lien or pledge ( provided , that such contract or agreement was not entered into in contemplation thereof);

(j)      Intermediation Collateral for so long as it is subject to a Lien permitted by clause (u) of the definition of “Permitted Liens” in favor of counterparties to Intermediation Facilities that are otherwise permitted by this Agreement;

(k)      Equity Interests in any MLP Subsidiaries (other than any Future MLP GP);

(l)      voting Equity Interests constituting an amount greater than 65% of the voting Equity Interests of any Foreign Subsidiary (other than any Canadian Loan Party) or any FSHCO (other than any Subsidiary that owns Equity Interests in any Canadian Loan Party);

(m)      any United States intent-to-use trademark applications under applicable federal law, provided , that upon submission and acceptance by the United States Patent and Trademark Office of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral; and

(n)      Excluded Accounts (as defined in any Guaranty and Security Agreement);

provided, that Excluded Assets shall not include the right to receive any proceeds from any Excluded Asset, the right to receive any payment of money (including, without limitation, general intangibles) or any other rights referred to in Sections 9-406(f), 9-407(a) or 9-408(a) of the UCC, or Section 40(4) of the PPSA (or any successor provision or provisions) or any proceeds, substitutions or replacements of any Excluded Asset unless such proceeds, substitutions or replacements thereof would otherwise constitute Excluded Assets.

“ Excluded Real Property ” means (a) any convenience stores, (b) any real property leasehold interests (other than any Refinery Leasehold Interests), (c) any Refinery Leasehold Interest to the extent that (i) the

grant of a Mortgage by the applicable Loan Parties with respect to such Refinery Leasehold Interest would constitute or result in a breach of, a default under or a termination of the lease with respect thereto or require the consent of the lessor thereof (which consent has not been obtained), and (ii) such applicable Loan Parties have failed to obtain any necessary waiver or consent from the lessor in order to permit such Mortgage, after such Loan Parties have used commercially reasonable efforts to obtain such waiver or consent, (d) any Specified Assets, (e) any Midstream Assets in the nature of real property described in clause (a) of the definition thereof and (f) any Real Property with an estimated fair market value less than $25,000,000 individually.

“ Excluded Refinery ” means (a) any Refinery that is a non-core asset that is acquired after the Closing Date in connection with the acquisition of other assets useful in the business of the Borrower and its Restricted Subsidiaries and (b) any Refinery acquired after the Closing Date (i) solely with the proceeds of a substantially concurrent sale of Equity Interests of the Borrower or (ii) solely in exchange for Equity Interests of the Borrower (or solely with a combination of the consideration described in clauses (i) and (ii)), in the case of clause (a) and (b), as certified by the Borrower in writing to the Agent at the time of such acquisition.

“ Excluded Subsidiary ” means (a) any non-wholly owned Restricted Subsidiary, (b) any Immaterial Subsidiary, (c) any Foreign Subsidiary, (d) any Domestic Subsidiary of a Foreign Subsidiary, (e) any Captive Insurer, (f) any special purpose entity reasonably required to be used for the incurrence of purchase money or Capital Lease financings permitted hereunder, (g) any Restricted Subsidiary that (i) is prohibited by (A) any Applicable Law or (B) any contractual obligation (other than any contractual obligation in favor of a Loan Party or Affiliate thereof) from Guaranteeing the Obligations ( provided that in the case of the foregoing clause (B) , such contractual obligation exists on the Closing Date or at the time such Restricted Subsidiary becomes a Subsidiary and shall not have been entered into in contemplation of such Restricted Subsidiary’s becoming a Subsidiary) or (ii) would require a consent, approval, license or authorization (including any regulatory consent, approval, license or authorization) of any Governmental Authority to provide a Guarantee of the Obligations (unless such consent, approval, license or authorization is received), (h) any CFC or FSHCO, (i) any Unrestricted Subsidiary or (j) any MLP Subsidiary; provided , that no Subsidiary shall constitute an Excluded Subsidiary if such Subsidiary is (x) not considered an “Excluded Subsidiary” under the ABL Documents, (y) otherwise constitutes a guarantor under the ABL Facility or (z) a Canadian Loan Party.

“ Excluded Taxes ” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deduction from a payment to a Recipient (i) Taxes imposed on or measured by net income or net profits (however denominated), franchise Taxes, and branch profits Taxes, in each case (A) imposed as a result of such Recipient being organized under the laws of, or having its principal office, or in the case of any Lender, its applicable lending office, is located in the jurisdiction imposing such Tax (or any political subdivision thereof) or (B) that are Other Connection Taxes; (ii) United States federal or Canadian withholding Taxes that would not have been imposed but for a Lender’s failure to comply with the requirements of Section 2.15(g) of this Agreement, (iii) in the case of a Lender, any United States federal withholding or Canadian Taxes imposed on amounts payable to or for the account of a Lender with respect to an applicable interest in a Loan, Commitment, Letter of Credit or otherwise under a Loan Document pursuant to a law in effect on the date on which (A) such Lender acquires such interest in the Loan, Commitment, Letter of Credit (other than pursuant to an assignment request by a Borrower pursuant to Section 2.16(b)) or (B) such Lender changes its lending office, except in each case, to the extent that, pursuant to Section 2.15, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changes its lending office and (iv) any withholding Taxes imposed under FATCA.

“ Existing Credit Facilities ” means, collectively, the credit facilities or other Indebtedness represented by:

(a)      that certain Second Amended and Restated Financing Agreement, dated as of May 14, 2015, by and among Lion Oil Company, an Arkansas corporation, as borrower, the guarantors from time to time party thereto, the lenders from time to time party thereto, Fifth Third Bank, an Ohio banking corporation, as administrative agent and lead collateral agent and Bank Hapoalim B.M., as designated account collateral agent;

(b)      that certain Credit and Guaranty Agreement, dated as of November 26, 2012, among Alon USA Partners, LP, a Delaware limited partnership, as borrower, and Alon USA Partners GP, LLC, a Delaware limited liability company, as guarantor, the other guarantors from time to time party thereto, the lenders from time to time party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent;

(c)      that certain Second Amended Revolving Credit Agreement, dated as of June 22, 2006, as amended as of May 23, 2013, by and among Alon USA, LP, a Texas limited partnership, as borrower, Alon USA Energy, Inc., a Delaware corporation, as guarantor, the other guarantors from time to time party thereto, the lenders from time to time party thereto and Israel Discount Bank of New York, as administrative agent and collateral agent;

(d)      that certain Credit Agreement, dated as of December 6, 2013, between Alon USA Energy, Inc., a Delaware corporation, as borrower, and Israel Discount Bank of New York, as lender;

(e)      that certain Second Amended and Restated Credit Agreement, dated as of March 14, 2014, among Southwest Convenience Stores, LLC, a Texas limited liability company, and Skinny’s, LLC, a Texas limited liability company, as borrowers, Alon Brands, Inc., a Delaware corporation, GTS Licensing Company, Inc., a Texas corporation, the other guarantors from time to time party thereto, the lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent;

(f)      that certain Loan Agreement, dated as of December 8, 2016, made between Alon USA Energy, Inc., a Delaware corporation, as borrower, and Export Development Canada, as lender;

(g)      that certain Letter Agreement, dated as of December 29, 2017, by and between Alon USA Energy, Inc., a Delaware corporation, as borrower, and Bank Hapoalim B.M., as lender;

(h)      that certain Promissory Note, dated as of June 18, 2003, by Southwest Convenience Stores, LLC, a Texas limited liability company, in favor of FFP Properties, L.P., a Texas limited partnership, which was assigned to AMRESCO Commercial Finance, LLC and

(i)      solely with respect to the term loans outstanding thereunder, that certain Amended and Restated Credit Agreement, dated as of January 16, 2014, by and among Delek Refining, Ltd., a Texas limited partnership, as borrower, Delek Refining, Inc., a Delaware corporation, as guarantor, the other guarantors from time to time party thereto, the lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent,

in each case, as amended, amended and restated, supplemented or otherwise modified from time to time.

“ Existing Intermediation Documents ” has the meaning specified thereof in Section 4.35 .

“ Existing Promissory Notes ” means, collectively, the unsecured Promissory Notes each dated as of December 22, 2015 and made payable by the Borrower to each of (w) Excellence Nessuah Gemel Ltd. in the original principal amount of $14,000,000, (x) Phoenix Insurance Company Ltd., Phoenix Pension and Provident Funds LTD. and Phoenix Seniors and Balanced Pension Funds Ltd in the original principal amount of $68,000,000, (y) Psagot Provident Funds and Pension Ltd. in the original principal amount of $27,000,000 and (z) Yelin Lapidot Provident Funds Management Ltd. in the original principal amount of $11,000,000.

“ Extended Loan ” has the meaning specified therefor in Section 2.19(a) of this Agreement.

“ Extending Lender ” has the meaning specified therefor in Section 2.19(a) of this Agreement.

“ Extension ” has the meaning specified therefor in Section 2.19(a) of this Agreement.

“ Extension Amendment ” has the meaning specified therefor in Section 2.19(c) of this Agreement.

“ Extension Offer ” has the meaning specified therefor in Section 2.19(a) of this Agreement.

“ FATCA ” means Sections 1471 through 1474 of the IRC, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), and (a) any current or future regulations or official interpretations thereof, (b) any agreements entered into pursuant to Section 1471(b)(1) of the IRC, and (c) any intergovernmental agreement, treaty or convention entered into by the United States and any fiscal or regulatory legislation, rules, or practices adopted pursuant to any such intergovernmental agreement, treaty or convention entered into in connection therewith.

“ FCPA ” means the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.

“ Federal Funds Rate ” means, for any period, a fluctuating interest rate per annum equal to, for each day during such period, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by Agent from three Federal funds brokers of recognized standing selected by it (and, if any such rate is below zero, then the rate determined pursuant to this definition shall be deemed to be zero).

“ First Purchaser Crude Payables ” means, at any time, the unpaid amount of any obligation of a Loan Party or Restricted Subsidiary as a “first purchaser” of crude oil, which is or may be secured by a statutory “first purchaser” Lien created under the laws of any state to the extent such obligation is not covered by a letter of credit.

“ Fixed Charge Coverage Ratio ” means, with respect to the Borrower and its Restricted Subsidiaries for any period, the ratio (a) of EBITDA for such period to (b) Fixed Charges for such period. Unless otherwise specified herein, the Fixed Charge Coverage Ratio shall be calculated on a trailing four (4) fiscal quarter basis for the applicable Reference Period. In the event that the Borrower or any of its Restricted Subsidiaries Incurs, repays, repurchases or redeems any Indebtedness (other than incurrences and repayments, in each case, in respect of borrowings under the ABL Facility) or issues, repurchases or redeems Disqualified Equity Interests or preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “ Calculation Date ”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption of

Indebtedness, or such issuance, repurchase or redemption of Disqualified Equity Interests or preferred stock, and the use of the proceeds therefrom as if the same had occurred at the beginning of such period.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(a)      acquisitions that have been made by the Borrower or any of its Restricted Subsidiaries, including through mergers, amalgamations or consolidations, or any Person or any of its Restricted Subsidiaries acquired by the Borrower or any of its Restricted Subsidiaries, and including all related financing transactions and including increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date, or that are to be made on the Calculation Date, will be given pro forma effect as if they had occurred on the first day of the four-quarter reference period, including any EBITDA and any pro forma expense and cost reductions that have occurred or are reasonably expected to occur, in the reasonable judgment of the chief financial or accounting officer of the Borrower (regardless of whether those cost savings or operating improvements could then be reflected in pro forma financial statements in accordance with Regulation S-X promulgated under the Securities Act or any other regulation or policy of the SEC related thereto);  

(b)      the EBITDA attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded;

(c)      the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the Borrower or any of its Restricted Subsidiaries following the Calculation Date;

(d)      interest income reasonably anticipated by the Borrower to be received during the applicable four-quarter period from cash or Cash Equivalents held by the Borrower or any Restricted Subsidiary, which cash or Cash Equivalents exist on the Calculation Date or will exist as a result of the transaction giving rise to the need to calculate the Fixed Charge Coverage Ratio, will be included;

(e)      any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period;

(f)      any Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period;

(g)      if any Indebtedness bears a floating rate of interest, the Interest Expense on such Indebtedness will be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term as at the Calculation Date in excess of 12 months); and

(h)        interest on a Capitalized Lease Obligations and imputed interest on Attributable Indebtedness shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation or Attributable Indebtedness in accordance with GAAP.   

“ Fixed Charges ” means, with respect to any fiscal period and with respect to the Borrower and its Restricted Subsidiaries determined on a consolidated basis in accordance with GAAP, (A) the sum, without duplication, of

(a)      the consolidated Interest Expense of the Borrower and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capitalized Lease Obligations, imputed interest with respect to Attributable Indebtedness or synthetic or financing leases, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates and excluding the write-off of any deferred financing fees or charges or debt discount, including those incurred in respect of the transactions contemplated hereby on or prior to the Closing Date; plus

(b)      the consolidated Interest Expense of the Borrower and its Restricted Subsidiaries that was capitalized during such period; plus

(c)      any interest on Indebtedness of another Person that is guaranteed by the Borrower or one of its Restricted Subsidiaries or secured by a Lien on assets of the Borrower or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

(d)      all dividends, whether paid or accrued and whether or not in cash, on any series of Disqualified Equity Interests or preferred stock of the Borrower or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the Borrower (other than Disqualified Equity Interests) or to the Borrower or a Restricted Subsidiary of the Borrower, in each case, determined on a consolidated basis in accordance with GAAP; minus

(B) to the extent included in (A) above, write-offs of deferred financing costs of the Borrower and its Restricted Subsidiaries during such period and any charge related to, or any premium or penalty paid in connection with, paying any such Indebtedness of the Borrower and its Restricted Subsidiaries prior to its stated maturity.   

“ Flood Insurance Laws ” means, collectively, (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statue thereto, (iii) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto, (iv) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (v) Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor thereto.

“ Foreign Lender ” means any Lender or Participant that is not a United States person within the meaning of IRC section 7701(a)(30).

“ Foreign Subsidiary ” means any direct or indirect subsidiary of any Loan Party that is organized under the laws of any jurisdiction other than the United States, any state thereof or the District of Columbia.

“ FSHCO ” means Subsidiary of Borrower substantially all of which Subsidiary’s assets consist of the Equity Interests in one or more CFCs.

“ Funded Indebtedness ” means, without duplication, (i) all Indebtedness of the Borrower and its Restricted Subsidiaries described in clauses (a), (b) (only to the extent such letter of credit, bankers’ acceptance, bank guaranty, surety bond or similar instrument has been drawn and then only in the amount of the outstanding reimbursement obligation with respect thereto that is not fully cash collateralized), and (c) of the definition of “Indebtedness” (including all Attributable Indebtedness of the Borrower and its Restricted Subsidiaries in respect of Capital Leases) and (ii) all Indebtedness of the Borrower and its Restricted

Subsidiaries described in clauses (d) and (h) of the definition of “Indebtedness” to the extent relating to other Funded Indebtedness or the equivalent of a Person that is not a Restricted Subsidiary. For the avoidance of doubt, no Indebtedness described under clauses (q) or (r) of the definition of “Permitted Indebtedness” will constitute Funded Indebtedness.

“ Future MLP ” has the meaning specified therefor in the definition of “MLP Subsidiaries”.

“ Future MLP GP ” has the meaning specified therefor in the definition of “MLP Subsidiaries”.

“ GAAP ” means generally accepted accounting principles as in effect from time to time in the United States, consistently applied.

“ Governing Documents ” means, with respect to any Person, the certificate or articles of incorporation, by-laws, certificate of formation, operating agreement, limited liability company agreement, certificate of limited partnership, limited partnership agreement or other organizational documents of such Person.

“ Governmental Authority ” means the government of any nation or any political subdivision thereof, whether at the national, state, tribal, territorial, provincial, county, municipal or any other level, and any agency, authority, commission, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of, or pertaining to, government (including any supra-national bodies such as the European Union or the European Central Bank).

“ Guarantee ” means, as to any Person, any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (b) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (d) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “ Guarantee ” as a verb has a corresponding meaning.

“ Guarantor ” means (a) each Person that is a "Guarantor" under any Guaranty and Security Agreement, and (b) each other Person that becomes a guarantor after the Closing Date pursuant to Section 5.11 of this Agreement; provided , that, notwithstanding anything to the contrary herein, any Guarantor (as defined therein) under the ABL Agreement shall constitute a Guarantor hereunder.

“ Guaranty and Security Agreement ” means any US Guaranty and Security Agreement and any Canadian Guaranty and Security Agreement, as applicable.

“ Hazardous Materials ” means (a) substances that are defined or listed in, or otherwise classified pursuant to, any Environmental Laws as “hazardous substances,” “hazardous materials,” “hazardous wastes,” “toxic substances,” or any other formulation intended to define, list, or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity, or “EP toxicity”, (b) oil, petroleum, or petroleum derived substances, natural gas, natural gas liquids, synthetic gas, drilling fluids, produced waters, and other wastes associated with the exploration, development, or production of crude oil, natural gas, or geothermal resources, (c) any flammable substances or explosives or any radioactive materials, and (d) asbestos in any form or electrical equipment that contains any oil or dielectric fluid containing levels of polychlorinated biphenyls in excess of fifty (50) parts per million.

“ Hedge Agreement ” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other similar master agreement

“ Hedging Obligations ” means, with respect to any specified Person, the obligations of such Person under Hedge Agreements.

“ Holdings Note ” means that Second Amended and Restated Promissory Note, dated as of November 1, 2016, made by the Borrower to DM&S in the original principal amount of $102,000,000, as amended, restated, supplemented or otherwise modified in accordance with the terms hereof, which Holdings Note is pledged by DM&S as collateral under the MLP Credit Facility.

“ Holdings Note Documents ” means the Holdings Note, that certain Limited Guaranty Agreement, dated as of November 7, 2012, between DM&S and Fifth Third Bank as administrative agent, as amended by that certain First Amendment to Limited Guaranty Agreement, dated as of July 9, 2013, and by that certain Second Amendment to Limited Guaranty Agreement, dated as of December 30, 2014, and that certain Pledge Agreement, dated as of November 7, 2012, between DM&S, and Fifth Third Bank as administrative agent, in each case, as may be amended, restated, supplemented or otherwise modified in order to extend the applicable maturity or termination date thereof or to add to the principal amount thereof unpaid and accrued interest thereon in accordance with the terms hereof but not to expand the scope of such limited guaranty or the collateral provided in connection therewith.

“ Hydrocarbons ” means oil, gas, asphalt, casing head gas, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons, all products refined, processed, separated, settled and dehydrated therefrom, including, without limitation, kerosene, liquefied petroleum gas, refined lubricating oils, diesel fuel, drip gasoline, natural gasoline, biodiesel, ethanol and all other minerals.

“ Hypothecs ” means, collectively, any hypothecs entered into by any Loan Party and Agent, as required by this Agreement or any other Loan Document.

“ Immaterial Subsidiary ” means any Restricted Subsidiary of a Loan Party that individually owns Total Assets with a book value of no more than two and one-half percent (2.50%) of Total Assets of Borrower

and its Restricted Subsidiaries and has annual EBITDA (on an individual basis) of no more than $10,000,000; provided , that all Immaterial Subsidiaries together shall own Total Assets with an aggregate book value of no more than five percent (5.00%) of Total Assets of the Borrower and its Restricted Subsidiaries and shall have EBITDA (on a combined basis) of no more than $25,000,000 in the aggregate; provided , further , that no Subsidiary shall constitute an Immaterial Subsidiary if it (a) directly or indirectly Guarantees or provides credit support for Indebtedness for borrowed money of any Loan Party, or (b) does not constitute an Immaterial Subsidiary under the ABL Documents.

“ Incremental Amendment ” has the meaning specified therefor in Section 2.17(f) .

“ Incremental Availability Amount ” has the meaning specified therefor in Section 2.17(d)(iii) .

“ Incremental Commitments ” has the meaning specified therefor in Section 2.17(a) .

“ Incremental Equivalent Debt ” has the meaning specified therefor in clause (t) of the definition of “Permitted Indebtedness”.

“ Incremental Equivalent First Lien Debt ” has the meaning specified therefor in clause (t) of the definition of “Permitted Indebtedness”.

“ Incremental Equivalent Junior Debt ” has the meaning specified therefor in clause (t) of the definition of “Permitted Indebtedness”.

“ Incremental Facility ” has the meaning specified therefor in Section 2.17(a) .

“ Incremental Facility Closing Date ” has the meaning specified therefor in Section 2.17(d) .

“ Incremental Lenders ” has the meaning specified therefor in Section 2.17(c) .

“ Incremental Loan ” has the meaning specified therefor in Section 2.17(b) .

“ Incremental Loan Request ” has the meaning specified therefor in Section 2.17(a) .

“ Incur ” means, with respect to any Indebtedness, to incur, create, issue, assume, Guarantee or otherwise become liable for or with respect to, or become responsible for, the payment of such Indebtedness (and “Incurrence” and “Incurred” will have meanings correlative to the foregoing); provided , that (a) any Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Borrower will be deemed to be Incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary of the Borrower and (b) neither the accrual of interest nor the accretion of original issue discount nor the payment of interest in the form of additional Indebtedness with the same terms and the payment of dividends on Disqualified Equity Interests in the form of additional shares of the same class of Disqualified Equity Interests (to the extent provided for when the Indebtedness or Disqualified Equity Interests on which such interest or dividend is paid was originally issued) will be considered an Incurrence of Indebtedness; provided , that in each case the amount thereof is for all other purposes included in the Fixed Charges and Indebtedness of the Borrower or its Restricted Subsidiary as accrued.

“ Incurrence-Based Incremental Amount ” has the meaning specified therefor in ‎ Section 2.17(d)(iii) .

“ Indebtedness ” as to any Person means (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes, or other similar instruments and all

reimbursement or other obligations in respect of letters of credit, bankers acceptances, or other financial products, (c) that portion of the obligations of such Person as a lessee under Capital Leases that is properly classified as a liability on a balance sheet in accordance with GAAP, (d) all obligations or liabilities of others that constitute Indebtedness secured by a Lien on any asset of such Person, irrespective of whether such obligation or liability is assumed, (e) all obligations of such Person to pay the deferred purchase price of assets (other than trade payables incurred in the ordinary course of business and repayable in accordance with customary trade practices and, for the avoidance of doubt, other than royalty payments payable in the ordinary course of business in respect of non-exclusive licenses) and any earn-out or similar obligations, (f) all monetary obligations of such Person owing under Hedge Agreements (which amount shall be calculated based on the amount that would be payable by such Person if the Hedge Agreement were terminated on the date of determination), (g) any Disqualified Equity Interests of such Person, and (h) any obligation of such Person Guaranteeing or intended to Guarantee (whether directly or indirectly Guaranteed, endorsed, co-made, discounted, or sold with recourse) any obligation of any other Person that constitutes Indebtedness under any of clauses (a) through (g) above. For purposes of this definition, (i) the amount of any Indebtedness represented by a Guarantee or other similar instrument shall be the lesser of the principal amount of the obligations Guaranteed and still outstanding and the maximum amount for which the Guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Indebtedness, (ii) the amount of any Indebtedness which is limited or is non-recourse to a Person or for which recourse is limited to an identified asset shall be valued at the lesser of (A) if applicable, the limited amount of such obligations, and (B) if applicable, the fair market value of such assets securing such obligation and (iii) earn-out and similar payment obligations shall be valued based upon the amount thereof, if any, required to be recorded on a balance sheet prepared in accordance with GAAP.

“ Indemnified Liabilities ” has the meaning specified therefor in Section 9.3 of this Agreement.

“ Indemnified Person ” has the meaning specified therefor in Section 9.3 of this Agreement.

“ Indemnified Taxes ” means, (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by, or on account of any obligation of, any Loan Party under any Loan Document, and (b) to the extent not otherwise described in the foregoing clause (a), Other Taxes.

“ Initial Commitment ” means, as to any Lender, its obligation to make Initial Loans to the Borrower pursuant to Section 2.1 on the Closing Date in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name on Schedule A-1 under the caption “Initial Commitment.”

“ Initial Loans ” means the loans made by the Lenders on the Closing Date to the Borrower pursuant to Section 2.1 .

“ Insolvency Proceeding ” means any proceeding commenced by or against any Person under any provision of any Debtor Relief Law or under any other state, provincial or federal bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief.

“ Insurance and Condemnation Event ” means the receipt by any Loan Party or any of its Restricted Subsidiaries of any cash insurance proceeds or condemnation awards payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any of their respective property.

“ Intercompany Subordination Agreement ” means an intercompany subordination agreement, dated as of even date with this Agreement, executed and delivered by each Loan Party and each of its Restricted Subsidiaries and Agent, the form and substance of which is reasonably satisfactory to Agent.

“ Intercreditor Agreements ” means the ABL Intercreditor Agreement, any Additional Intercreditor Agreement, and any other intercreditor agreement contemplated by the terms of the Loan Documents and reasonably acceptable to the Agent, in each case to the extent in effect and as the context may require.

“ Interest Expense ” means, for any period, the aggregate of the interest expense of Borrower and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

“ Interest Period ” means, with respect to each LIBOR Rate Loan, a period commencing on the date of the making of such LIBOR Rate Loan (or the continuation of a LIBOR Rate Loan or the conversion of a Base Rate Loan to a LIBOR Rate Loan) and ending 1, 2, 3, or 6 months (or, if agreed by all Lenders twelve (12) months) thereafter; provided , that (a) interest shall accrue at the applicable rate based upon the LIBOR Rate from and including the first day of each Interest Period to, but excluding, the day on which any Interest Period expires, (b) any Interest Period that would end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day, (c) with respect to an Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period), the Interest Period shall end on the last Business Day of the calendar month that is 1, 2, 3, 6 or 12 months after the date on which the Interest Period began, as applicable, and (d) Borrower may not elect an Interest Period which will end after the Latest Maturity Date.

“ Intermediation Access Agreements ” means (a) each acknowledgment agreement, dated as of the date hereof, among Agent, the ABL Agent and J. Aron & Company, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time (each, an “ Acknowledgment Agreement ”) and (b) any acknowledgment agreement with the ABL Agent and a counterparty to an Intermediation Facility otherwise permitted under the Loan Documents, which shall in all material respects be in the same form, and have the same substance, as the Acknowledgment Agreements with such changes as may be reasonably agreed to by Agent.

“ Intermediation Collateral ” means any or all of the following property or assets of an Intermediation Subsidiary:  (a) all inventory; (b) all receivables other than receivables constituting identifiable proceeds of Collateral; (c) all Renewable Identification Numbers; (d) all investment property, chattel paper, general intangibles (excluding trademarks, trade names and other intellectual property), documents and instruments, in each case, to the extent relating to items in clauses (a), (b) and (c) (but for the avoidance of doubt, excluding Equity Interests of each Subsidiary); (e) deposit accounts and other bank and securities accounts (excluding, for the avoidance of doubt, any Collateral Account) to the extent the Existing Intermediation Documents contemplate the granting of security interests on deposit accounts and other bank and securities accounts, and cash and Cash Equivalents on deposit therein; (f) commercial tort claims, (g) commodities accounts and contracts, (h) rights to business interruption insurance to the extent the Existing Intermediation Documents contemplate the granting of security interests in business interruption insurance, (i) Intermediation Documents, (j) tax refunds, (k) Hedge Agreements, (l) books and records relating to clauses (a) through (k); and (m) all proceeds of, and supporting obligations, including letter of credit rights, with respect to, any of the foregoing (except to the extent that such proceeds and supporting obligations constitute Collateral); provided , that Intermediation Collateral may also include such other property or assets of an Intermediation Subsidiary as agreed in writing by the Agent and such Intermediation Subsidiary.

“ Intermediation Document ” means any agreement, document or instrument entered into in connection with or related to any Intermediation Facility.

“ Intermediation Facility ” means any crude oil or other feedstock supply agreements, natural gas supply agreements, hydrogen supply agreements, or off-take agreements relating to intermediate or refined products, in each case entered into by one or more Restricted Subsidiaries (the “ Intermediation Subsidiaries ”) (and, if applicable, Guaranteed by the Borrower) with a counterparty for purposes of facilitating a customary intermediation arrangement, together with all related storage agreements, pipeline agreements, throughput and tankage or similar agreements, marketing and sales agreements, agency agreements, security agreements, account control agreements, other collateral documents and other ancillary agreements among such parties, in each case as any of the same may be extended, renewed, amended, supplemented, restated, amended and restated or otherwise modified from time to time, or refinanced and/or replaced with another Intermediation Facility from time to time and in whole or in part; provided , that (i) the terms of any Intermediation Facility shall (A) be not materially more disadvantageous to the Lenders, taken as a whole, as compared to the terms of the Existing Intermediation Documents in effect on the Closing Date, or (B) otherwise be on then market terms for intermediation facilities at the time of execution thereof, taken as a whole, as determined in good faith by an Authorized Person of the Borrower, (ii) such Intermediation Facility shall be in the ordinary course of business, consistent with past practices and not for speculative purposes and (iii) no Intermediation Facility shall provide for any Lien on any assets other than Intermediation Collateral owned by such Intermediation Subsidiaries.

“ Intermediation Subsidiaries ” has the meaning specified therefor in the definition of “Intermediation Facility”.

“ Investments ” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the form of loans or other extensions of credit (including Guarantees), advances, capital contributions (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others) (excluding (a) commission, travel, and similar advances to officers and employees of such Person made in the ordinary course of business and (b) bona fide Accounts arising in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities or all or substantially all of the assets of such other Person (or of any division or business line of such other Person), and any other items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Borrower or any Restricted Subsidiary of the Borrower sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Borrower such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Borrower, the Borrower will be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value, as determined in good faith by the chief executive officer or the chief financial officer of the Borrower, of the Investment in such Subsidiary not sold or disposed of. The acquisition by the Borrower or any Restricted Subsidiary of the Borrower of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Borrower or such Restricted Subsidiary in such third Person in an amount equal to the fair market value, as determined in good faith by the chief executive officer or the chief financial officer of the Borrower, of the Investment held by the acquired Person in such third Person. The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustment for increases or decreases in value, or write-ups, write-downs, or write-offs with respect to such Investment, less any amount realized in respect of such Investment upon the sale, collection, return of capital or loan or advance repayment (not to exceed the original amount invested).

“ IRC ” means the Internal Revenue Code of 1986, as amended.

“ Joint Lead Arrangers ” has the respective meaning specified therefor in the preamble to this Agreement.

“ Krotz Springs Refinery ” means the crude oil refinery (other than any Midstream Assets) owned by Alon Refining Krotz Springs, Inc. and located at or near Krotz Springs, Louisiana

“ Latest Maturity Date ” means, on any date of determination, the latest Maturity Date applicable to any Loan or Commitment hereunder at such time, including the latest Maturity Date of any Refinancing Loan, any Refinancing Commitment, any Extended Loan or any Incremental Loans, in each case as extended in accordance with this Agreement from time to time.

“ LCA Election ” means the Borrower’s election to treat a specified Acquisition or Investment as a Limited Condition Acquisition or Investment.

“ LCA Test Date ” has the meaning specified therefor in Section 1.9 of this Agreement.

“ Lender ” has the meaning specified therefor in the preamble to this Agreement and shall include any other Person made a party to this Agreement pursuant to the provisions of Section 12.1 of this Agreement and “ Lenders ” means each of the Lenders or any one or more of them.

“ Lender Group ” means each of the Lenders and Agent, or any one or more of them.

“ Lender Group Expenses ” means all (a) costs or expenses (including Taxes (other than Excluded Taxes) and insurance premiums) required to be paid by any Loan Party or its Restricted Subsidiaries under any of the Loan Documents that are paid, advanced, or incurred by the Lender Group, (b) reasonable and documented out-of-pocket fees or charges paid or incurred by Agent in connection with the Lender Group’s transactions with each Loan Party and its Restricted Subsidiaries under any of the Loan Documents, including fees or charges for photocopying, notarization, couriers and messengers, telecommunication, public record searches (including Tax lien, litigation, UCC and PPSA searches and including searches with the United States Patent and Trademark Office, the United States Copyright Office and the Canadian Intellectual Property Office), filing fees, recording fees, publication, real estate surveys, real estate title policies and endorsements, and environmental audits, (c) Agent’s reasonable and customary fees and charges imposed or incurred in connection with any background checks or OFAC/PEP searches related to any Loan Party or its Restricted Subsidiaries, (d) Agent’s reasonable and customary fees and charges (as adjusted from time to time) with respect to the disbursement of funds (or the receipt of funds) to or for the account of the Borrower (whether by wire transfer or otherwise), together with any out-of-pocket costs and expenses incurred in connection therewith, (e) reasonable and customary charges imposed or incurred by Agent resulting from the dishonor of checks payable by or to any Loan Party, (f) reasonable, documented out-of-pocket costs and expenses paid or incurred by the Lender Group to correct any default or enforce any provision of the Loan Documents, or during the continuance of an Event of Default, in gaining possession of, maintaining, handling, preserving, storing, shipping, selling, preparing for sale, or advertising to sell the Collateral, or any portion thereof, irrespective of whether a sale is consummated, (g) [reserved], (h) Agent’s and Lenders’ reasonable, documented costs and expenses (including reasonable and documented out-of-pocket attorneys’ fees and expenses) relative to third party claims or any other lawsuit or adverse proceeding paid or incurred, whether in enforcing or defending the Loan Documents or otherwise in connection with the transactions contemplated by the Loan Documents, Agent’s Liens in and to the Collateral, or the Lender Group’s relationship with any Loan Party or any of its Restricted Subsidiaries, (i) Agent’s reasonable and documented costs and expenses (including reasonable and documented out-of-pocket attorneys’ fees and due diligence expenses (including costs and expenses associated with obtaining flood hazard determinations and conducting flood diligence)) incurred in advising, structuring, drafting, reviewing, administering (including travel, meals, and lodging), syndicating (including reasonable costs and expenses relative to the rating of the Loans, CUSIP, DXSyndicate™, SyndTrak or other communication costs incurred in connection with a syndication of the

loan facilities), or amending, waiving, or modifying the Loan Documents, and (j) Agent’s and each Lender’s reasonable and documented costs and expenses (including reasonable and documented out-of-pocket attorneys, accountants, consultants, and other advisors fees and expenses) incurred in terminating, enforcing (including attorneys, accountants, consultants, and other advisors fees and expenses incurred in connection with a “workout,” a “restructuring,” or an Insolvency Proceeding concerning any Loan Party or any of its Restricted Subsidiaries or in exercising rights or remedies under the Loan Documents), or defending the Loan Documents, irrespective of whether a lawsuit or other adverse proceeding is brought, or in taking any enforcement action or any Remedial Action with respect to the Collateral (provided that the fees and expenses of counsel that shall constitute Lender Group Expenses shall in any event be limited to one primary counsel to Agent and one primary counsel to the Lenders, one local counsel to Agent in each reasonably necessary jurisdiction, one specialty counsel to Agent in each reasonably necessary specialty area (including insolvency law) and one or more additional counsel to Lenders in the case of an actual or potential conflict of interest).

“ Lender Group Representatives ” has the meaning specified therefor in Section 16.9 of this Agreement.

“ Lender-Related Person ” means, with respect to any Lender, such Lender, together with such Lender’s Affiliates, officers, directors, employees, attorneys, representatives and agents.

“ Lending Office ” means, with respect to any Lender, the office of such Lender maintaining such Lender’s Loans.

“ LIBOR Rate ” means, subject to the implementation of a Replacement Rate in accordance with Section 2.12(c) , the rate per annum as published by ICE Benchmark Administration Limited (or any successor page or other commercially available source as the Agent may designate from time to time) as of 11:00 a.m., London time, two Business Days prior to the commencement of the requested Interest Period, for a term, and in an amount, comparable to the Interest Period and the amount of the LIBOR Rate Loan requested (whether as an initial LIBOR Rate Loan or as a continuation of a LIBOR Rate Loan or as a conversion of a Base Rate Loan to a LIBOR Rate Loan) by Borrower in accordance with this Agreement (and, if any such published rate is below zero (including, without limitation, any Replacement Rate with respect thereto), then the rate determined pursuant to this definition shall be deemed to be zero). Each determination of the LIBOR Rate shall be made by the Agent and shall be conclusive in the absence of manifest error. Unless otherwise specified in any amendment to this Agreement entered into in accordance with Section 2.12(c) , in the event that a Replacement Rate with respect to the LIBOR Rate is implemented then all references herein to LIBOR Rate shall be deemed references to such Replacement Rate.

“ LIBOR Rate Loan ” means each Loan that bears interest at a rate determined by reference to the LIBOR Rate.

“ LIBOR Rate Margin ” has the meaning specified therefor in the definition of Applicable Margin.

“ Lien ” means any mortgage, deed of trust, pledge, hypothecation, assignment, charge, deposit arrangement, encumbrance, easement, lien (statutory or other), security interest, or other security arrangement and any other preference, priority, or preferential arrangement of any kind or nature whatsoever, including any conditional sale contract or other title retention agreement, the interest of a lessor under a Capital Lease and any synthetic or other financing lease having substantially the same economic effect as any of the foregoing.

“ Limited Condition Acquisition or Investment ” means any Acquisition or other Investment permitted hereunder by the Borrower or one or more of its Restricted Subsidiaries whose consummation is not conditioned on the availability of, or on obtaining, third-party financing.

“ Loan ” means any Initial Loan, Incremental Loan, Refinancing Loan or Extended Loan, as the context may require.

“ Loan Documents ” means this Agreement, the Security Documents, the Agency Fee Letter, the Intercompany Subordination Agreement, each Intercreditor Agreement to the extent in effect, any Intermediation Access Agreements, any Refinancing Amendment, Incremental Amendment or Extension Offer, any note or notes executed by Borrower in connection with this Agreement and payable to any member of the Lender Group, and any other instrument or agreement entered into, now or in the future, by any Loan Party or any of its Restricted Subsidiaries and any member of the Lender Group in connection with this Agreement.

“ Loan Exposure ” means, with respect to any Lender, as of any date of determination (a) prior to the funding of the Loans, the amount of such Lender’s Commitment, and (b) after the funding of the Loans, the outstanding principal amount of the Loans held by such Lender.

“ Loan Party ” means the Borrower or any Guarantor.

“ Long Beach Refinery ” means the crude oil refinery and associated facilities owned by Edgington Oil Company, LLC and located at or near Long Beach, California.

“ Margin Stock ” as defined in Regulation U of the Board of Governors as in effect from time to time.

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

“ Maturity Date ” means (a) with respect to the Initial Loans, March 30, 2025, (b) with respect to any tranche of Extended Loans, the final maturity date applicable thereto as specified in the applicable Extension Offer accepted by the respective Lender or Lenders, (c) with respect to any Refinancing Loans, the final maturity date applicable thereto as specified in the applicable Refinancing Amendment and (d) with respect to any Incremental Loans, the final maturity date applicable thereto as specified in the applicable Incremental Amendment; provided , that in each case, if such date is not a Business Day, then the applicable Maturity Date shall be the next succeeding Business Day.

“ MFN Protection ” has the meaning specified therefor in Section 2.17(e)(ii) of this Agreement.

“ Midstream Assets ” means (a) assets used primarily for gathering, transmission, compression, distribution, storage, processing, marketing, fractionation, dehydration, stabilization or treatment of natural gas, natural gas liquids, oil or other Hydrocarbons, carbon dioxide or water, in each case, not integral to any refining process or comprising a material integral part of a Refinery (other than a Specified Asset or an

Excluded Refinery) and (b) Equity Interests of any Person whose assets primarily consist of assets referred to in clause (a).

“ Minimum Extension Condition ” has the meaning specified therefor in Section 2.19(b) of this Agreement.

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

“ MLP Credit Facility ” means that certain Second Amended and Restated Credit Agreement, dated as of December 30, 2014, among the MLP, each of the other borrowers party thereto from time to time, each of the guarantors party thereto from time to time, the lenders party thereto from time to time and Fifth Third Bank, as administrative agent, as amended, amended and restated, supplemented or otherwise modified from time to time.

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

“ MLP Subsidiaries ” means, together, (a) the MLP and the MLP GP, (b) any other publicly traded limited partnership (a “ Future MLP ”) with one or more classes of securities registered under the Securities Act of 1933 or the Securities Exchange Act of 1934 (i) in which the Borrower and/or one or more of its Restricted Subsidiaries has direct or indirect ownership interest, (ii) whose general partner is controlled directly or indirectly by the Borrower and (iii) that is engaged in a business that generates “qualifying income” within the meaning of Section 7704(d) of the IRC, (c) the general partner of any entity described in clause (b) of this definition (a “ Future MLP GP ”) and (d) all direct or indirect Subsidiaries of the foregoing.

“ Moody’s ” has the meaning specified therefor in the definition of Cash Equivalents.

“ Mortgages ” means, individually and collectively, one or more mortgages, deeds of trust, deeds to secure debt or similar instruments executed and delivered by a Loan Party in favor of Agent, in form and substance reasonably satisfactory to Agent, that encumber Real Property Collateral, as may be amended, restated, supplemented or otherwise modified from time to time.

“ Multiemployer Plan ” means any multiemployer plan within the meaning of Section 3(37) or 4001(a)(3) of ERISA with respect to which any Loan Party, Subsidiary or ERISA Affiliate has an obligation to contribute or has any liability, contingent or otherwise or could be assessed withdrawal liability assuming a complete withdrawal from any such multiemployer plan.

“ Net Cash Proceeds ” means:

(a)      with respect to any Disposition by any Loan Party or any of its Restricted Subsidiaries of assets or an Insurance and Condemnation Event, the amount of proceeds in the form of cash and Cash Equivalent received (directly or indirectly) from time to time (whether as initial consideration or through the payment of deferred consideration) by or on behalf of such Loan Party or such Restricted Subsidiary, in connection therewith after deducting therefrom only (i) the amount of any Indebtedness secured by any Permitted Lien on any asset (other than (A) Indebtedness owing to Agent or any Lender under this Agreement or the other Loan Documents and (B) Indebtedness assumed by the purchaser of such asset) which is required to be, and is, repaid in connection with such transaction or event, (ii) reasonable fees, commissions, and expenses related thereto and required to be paid by such Loan Party or such Restricted Subsidiary in connection with such transaction or event, (iii) Taxes paid, payable or reasonably expected to be payable to any taxing authorities by such Loan Party or such Restricted Subsidiary in connection with such transaction or event including any Taxes associated with the repatriation of such proceeds to a Loan Party, and (iv) all

amounts that are set aside as a reserve (A) for adjustments in respect of the purchase price of such assets, (B) for any liabilities associated with such transaction or event, to the extent such reserve is required by GAAP, and (C) for the payment of unassumed liabilities relating to the assets sold or otherwise disposed of at the time of, or within thirty (30) days after, the date of such transaction or event, to the extent that in each case the funds described above in this clause (iv) are (x) deposited into escrow with a third party escrow agent or set aside in a separate Deposit Account that is subject to a Control Agreement in favor of Agent (subject to the ABL Intercreditor Agreement with respect to any ABL Priority Collateral prior to the Discharge of ABL Obligations), and (y) offered to be paid to Agent as a prepayment of the applicable Obligations in accordance with Section 2.4 of this Agreement at such time when such amounts are no longer required to be set aside as such a reserve; and

(b)      with respect to the issuance or incurrence of any Indebtedness by any Loan Party or any of its Restricted Subsidiaries, the aggregate amount of cash and Cash Equivalents received (directly or indirectly) from time to time (whether as initial consideration or through the payment or disposition of deferred consideration) by or on behalf of such Loan Party or such Restricted Subsidiary in connection with such issuance or incurrence, after deducting therefrom only (i) reasonable fees, commissions, and expenses related thereto and required to be paid by such Loan Party or such Restricted Subsidiary in connection with such issuance or incurrence, and (ii) Taxes paid, payable or reasonably expected to be payable to any taxing authorities by such Loan Party or such Restricted Subsidiary in connection with such issuance or incurrence.

“ Net Leverage Ratio ” means at any date, the ratio of (a) Consolidated Total Net Indebtedness on such date to (b) EBITDA for the four fiscal quarters ended immediately prior to such date for which internal financial statements are available.

“ Non-Consenting Lender ” means any Lender that does not approve any consent, waiver, amendment, modification or termination that (a) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 12.1 and (b) has been approved by the Required Lenders.

“ Non-Defaulting Lender ” means each Lender other than a Defaulting Lender.

“ Note ” means a promissory note made by the Borrower in favor of a Lender evidencing the Loans made by such Lender, substantially in the form attached as Exhibit C , and any substitutes therefor, and any replacements, restatements, renewals or extension thereof, in whole or in part.

“ Notice of Borrowing ” has the meaning specified therefor in Section 2.2(a) of this Agreement.

“ Notice of Prepayment ” has the meaning specified therefor in Section 2.4(a) of this Agreement.

“ Notification Event ” means (a) the occurrence of a “reportable event” described in Section 4043 of ERISA for which the thirty (30)-day notice requirement has not been waived by applicable regulations issued by the PBGC, (b) the withdrawal of any Loan Party, Subsidiary or ERISA Affiliate from a Pension Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA, (c) the termination of a Pension Plan, the filing of a notice of intent to terminate a Pension Plan or the treatment of a Pension Plan amendment as a termination, under Section 4041 of ERISA, if the plan assets are not sufficient to pay all plan liabilities, (d) the institution of proceedings to terminate, or the appointment of a trustee with respect to, any Pension Plan by the PBGC or any Pension Plan or Multiemployer Plan administrator, (e) any other event or condition that would constitute grounds under Section 4042(a) of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan, (f) the imposition of a Lien pursuant to the IRC or ERISA in connection with any Employee Benefit Plan or the existence of any facts or circumstances that could reasonably be expected to result in the imposition of a Lien with respect

to an Employee Benefit Plan, (g) the partial or complete withdrawal of any Loan Party, Subsidiary or ERISA Affiliate from a Multiemployer Plan, (h) any event or condition that results in the termination of a Multiemployer Plan under Section 4041A of ERISA or the institution by the PBGC of proceedings to terminate or to appoint a trustee to administer a Multiemployer Plan under ERISA, (i) any Pension Plan being in “at risk status” within the meaning of IRC Section 430(i), (j) any Multiemployer Plan being in “endangered status” or “critical status” within the meaning of IRC Section 432(b) or the determination that any Multiemployer Plan is or is expected to be insolvent within the meaning of Title IV of ERISA, (k) with respect to any Pension Plan, any Loan Party, Restricted Subsidiary or ERISA Affiliate incurring a substantial cessation of operations within the meaning of ERISA Section 4062(e), (l) the failure of any Pension Plan or Multiemployer Plan to meet the minimum funding standards within the meaning of the IRC or ERISA (including Section 412 of the IRC or Section 302 of ERISA), in each case, whether or not waived, or (m) the failure to make by its due date a required payment or contribution with respect to any Pension Plan or Multiemployer Plan.

“ Obligations ” means all loans (including the Loans), debts, principal, interest (including any interest that accrues after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), premiums, liabilities, obligations (including indemnification obligations), fees (including the fees provided for in the Engagement Letter, Agency Fee Letter and the Arranger Fee Letter), Lender Group Expenses (including any fees or expenses that accrue after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), Guarantees, and all covenants and duties of any other kind and description owing by any Loan Party arising out of, under, pursuant to, in connection with, or evidenced by this Agreement or any of the other Loan Documents and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all interest not paid when due and all other expenses or other amounts that any Loan Party is required to pay or reimburse by the Loan Documents or by law or otherwise in connection with the Loan Documents. Without limiting the generality of the foregoing, the Obligations of Borrower under the Loan Documents include the obligation to pay (i) the principal of the Loan, (ii) interest accrued on the Loans, (iii) Lender Group Expenses, (iv) fees payable under this Agreement or any of the other Loan Documents, and (v) indemnities and other amounts payable by any Loan Party under any Loan Document. Any reference in this Agreement or in the Loan Documents to the Obligations shall include all or any portion thereof and any extensions, modifications, renewals, or alterations thereof, both prior and subsequent to any Insolvency Proceeding.

“ OFAC ” means The Office of Foreign Assets Control of the U.S. Department of the Treasury.

“ OID Amount ” means an original issue discount in an amount equal to (a) in the case of the Initial Loans, 0.50% of the aggregate principal amount of the Initial Loans and (b) in the case of any Incremental Loans or Refinancing Loans, an amount set forth in the Incremental Amendment for such Incremental Loans or the Refinancing Amendment for such Refinancing Loans.

“ Originating Lender ” has the meaning specified therefor in Section 12.1(e) of this Agreement.

“ Other Connection Taxes ” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising solely from such Recipient having executed, delivered or performed its obligations or received payment under, or enforced its rights or remedies under this Agreement or any other Loan Document).

“ Other Debt Representative ” means, with respect to any series of Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt, Incremental Equivalent Debt or other secured Debt permitted to be Incurred hereunder or any Refinancing Indebtedness of the foregoing, the trustee, administrative agent, collateral agent, security agent or similar agent under the indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the case may be, and each of their successors and assigns in such capacities.

“ Other Taxes ” means all present or future stamp, court, excise, value added, or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except that any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment required by the Loan Parties pursuant to Section 2.16(b) ).

“ Paramount Refinery ” means the crude oil refinery and associated facilities owned by Paramount Petroleum Corporation and located at or near Paramount, California.

“ Participant ” has the meaning specified therefor in Section 12.1(e) of this Agreement.

“ Participant Register ” has the meaning specified therefor in Section 12.1(i) of this Agreement.

“ Patriot Act ” has the meaning specified therefor in Section 4.13 of this Agreement.

“ Payment or Bankruptcy Default ” means an Event of Default under Section 7.1 , 7.4 or 7.5 .

“ Pension Plan ” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to the provisions of Title IV or Section 302 of ERISA or Sections 412 or 430 of the IRC sponsored, maintained, or contributed to by any Loan Party, Subsidiary or ERISA Affiliate or to which any Loan Party, Subsidiary or ERISA Affiliate has any liability, contingent or otherwise.

“ Perfection Certificate ” means a certificate in the form of Exhibit D to this Agreement.

“ Permitted Dispositions ” means:

(a)      any Disposition in which:

(i)      the Borrower (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Disposition at least equal to the fair market value, as determined in good faith by the Board of Directors of the Borrower at the time of contractually agreeing to such Disposition, of the assets or Equity Interests issued or sold or otherwise disposed of; and

(ii)      at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary is in the form of cash or Cash Equivalents or replacement assets used or useful to the business or a combination of the foregoing. For purposes of this clause (ii), each of the following shall be deemed to be cash:

(A)      any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet) of the Borrower or such Restricted Subsidiary (other than contingent liabilities, Indebtedness that is by its terms subordinated to the Loans or any Guaranty and liabilities to the extent owed to the Borrower or any Subsidiary of the Borrower) that are assumed by the transferee of any such assets

pursuant to a written customary assignment and assumption agreement that releases the Borrower or such Restricted Subsidiary from further liability therefor;

(B)      any securities, notes or other obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash within one hundred eighty (180) days after the date of such Disposition (to the extent of the cash received in that conversion);

(C)      any Designated Non-Cash Consideration received by the Borrower or any of its Restricted Subsidiaries in such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not to exceed the greater of $100,000,000 and 2.0% of Total Assets at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value); and

(D)      any Permitted MLP Securities received as consideration for a Disposition of solely Midstream Assets to any MLP Subsidiary;

(b)      any single transaction or series of related transactions that involves assets or Equity Interests having a fair market value, as determined in good faith by an officer of the Borrower, of less than $30,000,000; provided , that the aggregate amount of all Dispositions made pursuant to this clause (b) shall not exceed $100,000,000 in any period of twelve (12) consecutive calendar months;

(c)      any Disposition of inventory, Renewable Identification Numbers and biodiesel credits in the ordinary course of business, consistent with past practices and not for speculative purposes, including dispositions of inventory pursuant to, or arising from or related to Intermediation Facilities otherwise permitted by this Agreement;

(d)      any Disposition of any Specified Assets;

(e)      other than with respect to Intermediation Facilities, any Dispositions pursuant to buy-sell arrangements relating to Hydrocarbons in the ordinary course of business, consistent with past practices and not for speculative purposes;

(f)      a transfer of assets or Equity Interests (i) between, among or to Loan Parties or (ii) between or among Restricted Subsidiaries that are not Guarantors;

(g)      an issuance of Equity Interests by a Restricted Subsidiary of the Borrower to the Borrower or to another Restricted Subsidiary;

(h)      the sale or other disposition of cash and Cash Equivalents or the unwinding of any Hedging Obligations;

(i)      Dispositions of accounts receivable in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings;

(j)      a Restricted Payment that is permitted by the covenant set forth in Section 6.7 or a Permitted Investment;

(k)      any sale or disposition of any property or equipment that has become damaged, worn out or obsolete or is no longer used or useful in the business and any sale or disposition of other property (other than any Refinery) in connection with scheduled turnarounds, maintenance and equipment and facility updates;

(l)      the creation of a Lien not prohibited by this Agreement and the disposition of any assets or rights resulting from the enforcement thereof;

(m)      any transfer of property in connection with a sale and leaseback transaction not to exceed $100,000,000 in the aggregate for all such transfers during the term of this Agreement;

(n)      any issuance of Disqualified Equity Interests pursuant to Section 6.1 hereof;

(o)      any surrender or waiver of contract rights pursuant to a settlement, release, recovery on or surrender of contract, tort or other claims of any kind;

(p)      Dispositions of Equity Interests in any Unrestricted Subsidiary and Investments in Permitted Joint Ventures;

(q)      leases or sub-leases and early terminations of leases or sub-leases relating any convenience stores or any Midstream Assets of the type described in clause (a) of the definition thereof, in each case in the ordinary course of business; and

(r)      Dispositions in connection with ordinary course refurbishments or exchanges of catalysts, including platinum or similar precious metals and related products, necessary or useful for the operation of Refineries;

provided , that, notwithstanding anything to the contrary set forth in this definition, neither the Borrower nor any Subsidiary shall Dispose of any Refinery (other than any Specified Asset or any Excluded Refinery) unless the Borrower offers to prepay the Loans in accordance with Section 2.4(b)(ii) an amount equal to 100% of the Net Cash Proceeds received in connection with such Disposition (with no right to reinvest such Net Cash Proceeds).

No Loan Party or Restricted Subsidiary shall Dispose of a Refinery (other than any Specified Asset or Excluded Refinery) to any MLP Subsidiary.

Notwithstanding the foregoing or anything to the contrary herein, (x) any Disposition in connection with a sale and leaseback transaction will be deemed to have been incurred in reliance only on clause (m) above and (y) any Refinery (other than a Specified Asset or an Excluded Refinery) shall only be disposed of (i) in exchange for consideration in the form of 100% cash or Cash Equivalents at the time of such Disposition at least equal to the fair market value of such Refinery, as determined in good faith by the Board of Directors of the Borrower and (ii) so long as all Net Cash Proceeds of such Disposition of such Refinery are applied in accordance with Section 2.4(b)(ii) .

All applicable proceeds of Permitted Dispositions shall be deposited into and maintained in the Collateral Account to the extent required by Section 5.24 .

“ Permitted First Priority Refinancing Debt ” means any Permitted First Priority Refinancing Notes and any Permitted First Priority Refinancing Loans.

“ Permitted First Priority Refinancing Loans ” means any Indebtedness in the form of secured Loans incurred by the Borrower in the form of one or more tranches of Refinancing Loans under this Agreement; provided , that (a) such Indebtedness is secured by the Collateral on a pari passu basis with the Liens securing the Obligations and is not secured by any property or assets of the Borrower, any Subsidiary or any other Person other than the Collateral, (b) such Indebtedness meets the criteria set forth in “Credit Agreement Refinancing Indebtedness” and (c) the holders of such Indebtedness, or an Other Debt Representative on their behalf, agree in writing to be bound by an Additional Intercreditor Agreement and the ABL Intercreditor Agreement.

“ Permitted First Priority Refinancing Notes ” means any secured Indebtedness (including any Registered Equivalent Notes) incurred by the Borrower and/or any Guarantor in the form of one or more series of senior secured notes (whether issued in a public offering, Rule 144A, private placement or otherwise); provided , that (a) such Indebtedness is secured by the Collateral on a pari passu basis with the Liens securing the Obligations and is not secured by any property or assets of the Borrower, any Subsidiary or any other Person other than the Collateral, (b) such Indebtedness meets the criteria set forth in “Credit Agreement Refinancing Indebtedness”, (c) the security agreements relating to such Indebtedness are substantially the same as or more favorable to the Loan Parties than the Loan Documents (with such differences as are reasonably satisfactory to the Agent) and (d) the holders of such Indebtedness, or an Other Debt Representative on their behalf, agree in writing to be bound by an Additional Intercreditor Agreement and the ABL Intercreditor Agreement. Permitted First Priority Refinancing Notes will include any Registered Equivalent Notes issued in exchange therefor.

“ Permitted Indebtedness ” means:

(a)      Indebtedness in respect of the Obligations,

(b)      Indebtedness under the ABL Documents as in effect on the date hereof or as amended, amended and restated, supplemented or otherwise modified in accordance with Section 6.6 , and any Refinancing Indebtedness in respect thereof provided that such Indebtedness or Refinancing Indebtedness is an asset-based revolving credit facility with commercial banks on customary terms and conditions therefor (as determined in good faith by an Authorized Person of the Borrower), with a conforming borrowing base, in an aggregate principal amount for all Indebtedness under this clause (b) at any time outstanding not to exceed the greater of (i) $1,000,000,000 and (ii) the borrowing base then in effect thereunder, subject at all times to the ABL Intercreditor Agreement,

(c)      Indebtedness of the Borrower and its Restricted Subsidiaries, if the Fixed Charge Coverage Ratio for the Borrower’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred would have been at least 2.00:1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred at the beginning of such four-quarter period and any Refinancing Indebtedness in respect of such Indebtedness,

(d)      Indebtedness as of the Closing Date set forth on Schedule 4.14 to this Agreement, Indebtedness in respect of the Holdings Note Documents in an aggregate principal amount not to exceed $102,000,000 (plus unpaid and accrued interest thereon) and, in each case, any Refinancing Indebtedness in respect of such Indebtedness,

(e)      Indebtedness represented by Capitalized Lease Obligations, mortgage financings or purchase money obligations, in each case, Incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation, improvement or lease of property, plant or equipment used

or useful in the business of the Borrower or its Restricted Subsidiaries, including any Refinancing Indebtedness in respect of such Indebtedness, in an aggregate amount not to exceed the greater of (x) $150,000,000 and (y) 2.5% of Total Assets at any time outstanding,

(f)      intercompany Indebtedness owing to and held by the Borrower or any of its Restricted Subsidiaries (and any Refinancing Indebtedness in respect of such Indebtedness); provided , however , that: (i) if the Borrower or any Guarantor is the obligor on such Indebtedness and the obligee is not the Borrower or any Guarantor, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all Obligations under the Loan Documents pursuant to the Intercompany Subordination Agreement; (ii) (A) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Borrower or a Restricted Subsidiary thereof and (B) any sale or other transfer of any such Indebtedness to a Person that is not either the Borrower or a Restricted Subsidiary thereof, will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Borrower or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (f) and (iii) to the extent such Indebtedness is owing to a Loan Party by a Restricted Subsidiary that is not a Loan Party, such Indebtedness is otherwise a Permitted Investment (other than clause (j) thereof),

(g)      the Guarantee (i) by any Loan Party in respect of Permitted Indebtedness of any other Loan Party and (ii) of the Borrower or any Restricted Subsidiary in respect of Permitted Indebtedness of any non-Guarantor Restricted Subsidiary to the extent such Guarantee constitutes a Permitted Investment pursuant to clause (m) of the definition thereof,

(h)      Indebtedness arising in connection with the endorsement of instruments or other payment items for deposit,

(i)      the Incurrence by the Borrower or any of its Restricted Subsidiaries of Indebtedness arising from agreements providing for indemnification, earn-outs, adjustment of purchase price or similar obligations, or Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Borrower or any of its Restricted Subsidiaries pursuant to such agreements, in any case Incurred in connection with the Permitted Dispositions (other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition) or Permitted Investments,

(j)      Indebtedness owed to any Person providing property, casualty, liability, or other insurance to any Loan Party or any of its Subsidiaries in the ordinary course of business, so long as the amount of such Indebtedness is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the policy or fiscal year in which such Indebtedness is incurred,

(k)      the Incurrence by the Borrower or any of its Restricted Subsidiaries of (i) Hedging Obligations consisting of transactions for the purchase, sale or exchange of Hydrocarbons of the types used or produced by the Borrower and its Restricted Subsidiaries, and (ii) any other Hedging Obligations provided , that , in the case of clause (ii) such obligations are (or were) entered into for the purpose of mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by the Borrower and its Restricted Subsidiaries, or changes in the value of securities issued by the Borrower and its Restricted Subsidiaries, and not for purposes of speculation,

(l)      unsecured Indebtedness of any Loan Party owing to employees, former employees, former officers, directors, or former directors (or any spouses, ex-spouses, or estates of any of the foregoing) incurred in connection with the repurchase or redemption by such Loan Party of the Equity Interests of Borrower that

has been issued to such Persons, so long as the aggregate amount of all such Indebtedness outstanding at any one time does not exceed $10,000,000,

(m)      unsecured Indebtedness incurred in respect of netting services, overdraft protection, and other like services, in each case, incurred in the ordinary course of business; provided , however , that such Indebtedness is extinguished within five Business Days of its Incurrence,

(n)      Indebtedness constituting Guarantees of the Indebtedness of Permitted Joint Ventures and Unrestricted Subsidiaries in an aggregate outstanding principal amount not to exceed the greater of (x) $150,000,000 and (y) 2.50% of Total Assets (measured at the time of incurrence),

(o)      Indebtedness incurred to finance participation in contango market opportunities with respect to Hydrocarbons not to exceed an aggregate principal amount of $150,000,000 at any time outstanding,

(p)      Indebtedness in connection with a sale-leaseback transaction otherwise permitted under this Agreement in an aggregate principal amount not to exceed $100,000,000 at any time outstanding,

(q)      to the extent constituting Indebtedness, buy-sell arrangements (other than Intermediation Facilities) with respect to Hydrocarbons incurred in the ordinary course of business, consistent with past practices and not for speculative purposes,

(r)      to the extent constituting Indebtedness, obligations with respect to Intermediation Facilities otherwise permitted under this Agreement, in each case incurred in the ordinary course of business, consistent with past practices and not for speculative purposes,

(s)      accrual of interest, accretion or amortization of original issue discount, or the payment of interest in kind, in each case, on Indebtedness that otherwise constitutes Permitted Indebtedness,

(t)      Indebtedness of the Borrower in respect of one or more series of senior secured (on a pari passu basis) loans or notes (whether issued in a public offering, under Rule 144A of the Securities Act or in another private placement or otherwise) (and including any bridge financings in lieu of such notes), junior secured or unsecured “mezzanine” loans or notes or senior unsecured or subordinated loans or notes, in each case, pursuant to an indenture, interim agreement, loan agreement, note purchase agreement or otherwise and any extensions, renewals, refinancings and replacements thereof, including in the case of any such notes, any Registered Equivalent Notes (the “ Incremental Equivalent Debt ”); provided , that (i) such Incremental Equivalent Debt shall be subject to the provisions of Section 2.17(d)(i)(A) , (d)(i)(B) , (d)(iii) , (e)(i)(A) , (e)(i)(B) , (e)(i)(C) , (e)(i)(E) and (e)(i)(F) , mutatis mutandis , (ii) in the case of Incremental Equivalent Debt that is secured on a junior lien basis with the Loans or is unsecured (“ Incremental Equivalent Junior Debt ”), shall not be subject to scheduled amortization prior to maturity; provided , that the foregoing requirements of this clause (ii) shall not apply to the extent such Indebtedness constitutes a customary bridge facility, so long as the long-term Indebtedness into which such customary bridge facility is to be converted or exchanged satisfies the requirements of this clause (ii) and such conversion or exchange is subject only to conditions customary for similar conversions or exchange, (iii) the aggregate outstanding principal amount of all Incremental Equivalent Debt Incurred at any time in accordance with this sub-clause (t), together with the aggregate principal amount of all Incremental Commitments and Incremental Loans Incurred in connection therewith shall not exceed the Incremental Availability Amount at such time (or, if applicable, on the LCA Test Date), (iv) the security agreements, if applicable, relating to such Indebtedness are substantially the same as the Loan Documents (with such differences as are reasonably satisfactory to the Agent), (v) such Indebtedness is not Guaranteed by any Subsidiaries of the Borrower other than the Loan Parties, (vi) if such Incremental Equivalent Debt is secured, such Incremental Equivalent Debt shall be subject to an Additional Intercreditor

Agreement and the ABL Intercreditor Agreement, (vii) in the case of Incremental Equivalent Debt in the form of term loans secured on a pari passu basis with the Initial Loans (“ Incremental Equivalent First Lien Debt ”), be subject to the MFN Protection as if such Indebtedness were an Incremental Loan, (viii) if such Incremental Equivalent Debt is a notes issuance, it shall have no mandatory prepayment or redemption provisions other than customary prepayments for notes offerings required as a result of a “change of control” or asset sales or other prepayment events consistent with market practice at the time of issuance and (ix) if such Incremental Equivalent Debt consists of loans, the terms thereof, to the extent not substantially similar with the terms of the Initial Loans existing on the date of incurrence of such Incremental Equivalent Debt, shall be not substantially more restrictive than the terms of the Loans as determined in good faith by the Borrower (except for covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of such Incremental Equivalent Debt),

(u)      Indebtedness incurred in connection with an acquisition, provided , that , on a pro forma basis, after giving effect to the incurrence thereof, (x) the Borrower could Incur at least $1.00 of Indebtedness under clause (c) above or (y) the Fixed Charge Coverage Ratio for the Borrower is higher than immediately prior to such transaction and any Refinancing Indebtedness in respect of such Indebtedness,

(v)      Indebtedness not otherwise permitted under the definition of “Permitted Indebtedness” up to an aggregate principal amount not to exceed the greater of (x) $150,000,000 and (y) 2.50% of Total Assets (measured at the time of incurrence),

(w)      Indebtedness under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers’ compensation claims, in each case Incurred in the ordinary course of business, and reimbursement obligations in respect of the foregoing,

(x)      the Incurrence by the Borrower or any of its Restricted Subsidiaries of Indebtedness consisting of letters of credit issued in the ordinary course of business or reimbursement obligations in respect thereof; provided that upon the drawing upon such letters of credit, such obligations are reimbursed within 30 days following such drawing,

(y)      Indebtedness incurred in connection with ordinary course refurbishments or exchanges of catalysts, including platinum or similar precious metals and related products, necessary or useful for the operation of the Refineries, and

(z)      Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt and Permitted Unsecured Refinancing Debt and any Refinancing Indebtedness of any of the foregoing.

The Borrower will not Incur any Indebtedness that is subordinate in right of payment to any other Indebtedness of the Borrower unless it is subordinate in right of payment to the Loans to the same extent. The Borrower will not permit any Guarantor to Incur any Indebtedness that is subordinate in right of payment to any other Indebtedness of such Guarantor unless it is subordinate in right of payment to such Guarantor’s Guarantee of the Loans to the same extent. For purposes of the foregoing, no Indebtedness will be deemed to be subordinated in right of payment to any other Indebtedness of the Borrower or any Guarantor, as applicable, solely by reason of any Liens or Guarantees arising or created in respect thereof or by virtue of the fact that the holders of any secured Indebtedness have entered into any intercreditor agreements giving one or more of such holders priority over the other holders in the collateral held by them.

Notwithstanding the foregoing or anything to the contrary herein, all Indebtedness incurred under the Loan Documents will be deemed to have been incurred in reliance only on clause (a) above, all Indebtedness incurred under the ABL Documents will be deemed to have been incurred in reliance only on

clause (b) above, and all Indebtedness in respect of Hedging Obligations will be deemed to have been incurred in reliance only on clause (k) above. For purposes of determining compliance with Section 6.1, except with respect to clauses (b) and (k) above, in the event that any proposed Indebtedness meets the criteria of more than one of the categories described in clauses (d) through (z) above, or is entitled to be Incurred pursuant to clause (c) above, the Borrower will be permitted to classify such item of Indebtedness at the time of its Incurrence in any manner that complies with this definition and Section 6.1. In addition, except with respect to clauses (b) and (k) above, any Indebtedness originally classified as Incurred pursuant to clauses (d) through (z) above may later be reclassified by the Borrower such that it will be deemed as having been incurred pursuant to another of such clauses or pursuant to clause (c) above to the extent that such reclassified Indebtedness could be Incurred pursuant to such new clause at the time of such reclassification. Notwithstanding the foregoing or anything to the contrary herein, the maximum amount of Indebtedness that may be Incurred pursuant to Section 6.1 will not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies.

“ Permitted Investments ” means:

(a)      Investments in the Borrower or in a Guarantor;

(b)      Investments in any non-Guarantor Restricted Subsidiary made by another non-Guarantor Restricted Subsidiary;

(c)      Investments existing on the Closing Date and pursuant to the Holdings Note Documents;

(d)      Investments in cash and Cash Equivalents;

(e)      any Investment by the Borrower or any Restricted Subsidiary in a Person, if as a result of such Investment:

(i)      such Person becomes a Guarantor or an Immaterial Subsidiary; or

(ii)      such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Borrower or a Guarantor;

(f)      any Investment made as a result of the receipt of non-cash consideration from a Disposition that was made pursuant to and in compliance with, or in connection with a Disposition of assets permitted under Section 6.4 (other than clause (j) of the definition of “Permitted Disposition”);

(g)      Hedging Obligations that are otherwise permitted under this Agreement;

(h)      stock, obligations or securities received in satisfaction of claims or judgments, in compromise or settlement of debts created in the ordinary course of business, or by reason of a composition or readjustment of debts or reorganization of another Person;

(i)      Investments made in exchange for Equity Interests (other than Disqualified Equity Interests) of the Borrower;

(j)      advances or other loans to customers or suppliers in the ordinary course of business and endorsements for collection or deposit arising in the ordinary course of business;

(k)      commission, payroll, travel and similar advances to officers and employees of the Borrower or any of its Restricted Subsidiaries that are expected at the time of such advance ultimately to be recorded as an expense in conformity with GAAP;

(l)      any Guarantee permitted to be Incurred under Section 6.1 ;

(m)      Investments in non-Guarantor Restricted Subsidiaries, Unrestricted Subsidiaries and Permitted Joint Ventures, taken together, up to an aggregate amount not to exceed the greater of (x) $150,000,000 and (y) 2.50% of Total Assets, at the time of Investment (net of, with respect to the Investment in any particular Person, the cash return thereon received after the Closing Date as a result of any sale for cash, repayment, redemption, liquidating distribution or other cash realization, not to exceed the amount of Investments in such Person made after the Closing Date in reliance on this clause); provided that if any Investment pursuant to this clause is made in any Person that is not a Restricted Subsidiary of the Borrower and a Guarantor on the date of making such Investment and such Person becomes a Restricted Subsidiary of the Borrower and a Guarantor after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (a) above and shall cease to have been made pursuant to this clause for so long as such Person continues to be a Restricted Subsidiary and a Guarantor,

(n)      cash Investments in the MLP not to exceed an amount equal to 5.0% of Total Assets at the time of Investment (net of, with respect to the Investment in the MLP, the cash return thereon received after the Closing Date as a result of any sale for cash, repayment, redemption, liquidating distribution or other cash realization, not to exceed the amount of Investments in such Person made after the Closing Date in reliance on this clause);

(o)      Investments constituting Permitted MLP Securities obtained (x) as consideration from any Permitted Disposition to MLP Subsidiaries or (y) in connection with cash contributions made to or investments in MLP Subsidiaries of up to an aggregate amount not to exceed an amount equal to 10.0% of Total Assets, at the time of Investment, solely for the purpose of the acquisition of Midstream Assets by such MLP Subsidiaries;

(p)      equity Investments by any Loan Party in any Restricted Subsidiary of such Loan Party which is required by law to maintain a minimum net capital requirement or as may be otherwise required by Applicable Law; and

(q)      Investments not otherwise permitted above up to an aggregate amount at any one time outstanding not to exceed the greater of (x) $200,000,000 and (y) 3.25% of Total Assets (net of, with respect to the Investment in any particular Person, the cash return thereon received after the Closing Date as a result of any sale for cash, repayment, redemption, liquidating distribution or other cash realization, not to exceed the amount of Investments in such Person made after the Closing Date in reliance on this clause); provided that if any Investment pursuant to this clause is made in any Person that is not a Restricted Subsidiary of the Borrower and a Guarantor on the date of making such Investment and such Person becomes a Restricted Subsidiary of the Borrower and a Guarantor after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (a) above and shall cease to have been made pursuant to this clause for so long as such Person continues to be a Restricted Subsidiary and a Guarantor;

provided , that Permitted Investments shall not include any Investments with a Refinery (other than any Specified Asset or Excluded Refinery) in or to any MLP Subsidiary or any Person (other than a Loan Party or a Restricted Subsidiary).

Notwithstanding the foregoing, all Investments in the form of loans (A) among the Borrower and its Restricted Subsidiaries or (B) by any holder of Equity Interests in the Borrower or any of its Restricted Subsidiaries in the Borrower or any of its Subsidiaries shall in each case be subordinated to the Obligations on terms reasonably satisfactory to the Agent and each party to any such loan shall become a party to an intercreditor agreement or other agreement reasonably satisfactory to the Agent, in each case, to the extent required under clause (f) of the definition of “Permitted Indebtedness”.

“ Permitted Joint Venture ” means any Person (other than a Restricted Subsidiary) in which the Borrower owns (including ownership through its Restricted Subsidiaries) Equity Interests representing less than 100% of the total outstanding Equity Interests of such Person; provided, that such Person is engaged only in the businesses that are permitted for the Borrower and its Restricted Subsidiaries pursuant to Section 6.5 .

“ Permitted Liens ” means:

(a)      Liens granted to, or for the benefit of, Agent to secure the Obligations,

(b)      Liens securing Indebtedness incurred under clause (b) of the definition of “Permitted Indebtedness” so long as subject to the ABL Intercreditor Agreement,

(c)      Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Borrower or any Restricted Subsidiary of the Borrower; provided , that such Liens were not created in contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with the Borrower or the Restricted Subsidiary (other than pursuant to after-acquired property clauses in effect with respect to such Lien at the time of acquisition on property acquired thereafter of the type that would have been subject to such Lien notwithstanding the occurrence of such acquisition and securing the obligations to which the original Liens relate),

(d)      Liens on property existing at the time of acquisition thereof by the Borrower or any Restricted Subsidiary of the Borrower; provided , that such Liens were not created in contemplation of such acquisition and do not extend to any property other than the property so acquired by the Borrower or the Restricted Subsidiary (other than pursuant to after-acquired property clauses in effect with respect to such Lien at the time of acquisition on property acquired thereafter of the type that would have been subject to such Lien notwithstanding the occurrence of such acquisition and securing the obligations to which the original Liens relate),

(e)      Liens for unpaid Taxes that either (i) are not yet delinquent, or (ii) the underlying Taxes are the subject of Permitted Protests,

(f)      judgment Liens arising solely as a result of the existence of judgments, orders, requirements to pay issued by a Canadian Governmental Authority or awards that do not constitute an Event of Default under Section 7.3 of this Agreement and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made,

(g)      Liens set forth on Schedule C-1 to this Agreement; provided , that to qualify as a Permitted Lien, any such Lien described on Schedule C-1 to this Agreement shall only secure the Indebtedness that it secures on the Closing Date and any Refinancing Indebtedness in respect thereof,

(h)      the interests of lessors under operating leases and licensors under license agreements,

(i)      Liens securing Indebtedness permitted to be incurred pursuant to clause (e) of the definition of “Permitted Indebtedness”; provided , that any such Lien (i) covers only the assets acquired, constructed, installed or improved with such Indebtedness and related contracts, intangibles, and other assets that are incidental thereto (including improvements, accessions thereto and replacements thereof and proceeds and products thereto) and (ii) is created within 365 days of such acquisition, construction, installation or improvement,

(j)      Liens on cash and Cash Equivalents securing Indebtedness permitted to be incurred pursuant to clause (k) of the definition of “Permitted Indebtedness”,

(k)      Liens arising by operation of law in favor of warehousemen, landlords, carriers, mechanics, materialmen, laborers, or suppliers, or other similar Liens, incurred in the ordinary course of business and not in connection with the borrowing of money, and which Liens either (i) are for sums not yet delinquent, which are not overdue for a period of more than thirty (30) days, or (ii) are the subject of Permitted Protests,

(l)      Liens on amounts deposited in the ordinary course of business to secure the Borrower’s and its Subsidiaries’ obligations in connection with worker’s compensation or other unemployment insurance or to secure public or statutory obligations,

(m)      Liens on amounts deposited to secure the Borrower’s and its Subsidiaries’ obligations in connection with the making or entering into of bids, tenders, contracts (other than contracts for the payment of Indebtedness), leases, letters of credit (or reimbursement obligations in respect thereof) or other similar obligations arising in the ordinary course of business,

(n)      Liens on amounts deposited to secure the Borrower’s and its Subsidiaries’ reimbursement obligations with respect to surety, performance, release, appeal or similar bonds obtained in the ordinary course of business,

(o)      with respect to any Real Property, survey exceptions, defects in title, encumbrances, easements, rights of way, zoning restrictions and other restrictions that do not materially interfere with or impair the value, use or operation thereof,

(p)      non-exclusive licenses of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business,

(q)      Liens that are replacements of Permitted Liens to the extent that the original Indebtedness is the subject of permitted Refinancing Indebtedness and so long as the replacement Liens only encumber those assets that secured the original Indebtedness or under written agreements pursuant to which the original Liens arose, could have secured the original Indebtedness (plus improvements, accessions and replacements to such property or proceeds and products thereof),

(r)      rights of setoff or bankers’ liens upon deposits of funds in favor of banks or other depository institutions, solely to the extent incurred in connection with the maintenance of such Deposit Accounts in the ordinary course of business,

(s)      Liens granted in the ordinary course of business on the unearned portion of insurance premiums securing the financing of insurance premiums to the extent the financing is permitted under the definition of Permitted Indebtedness,

(t)      Liens solely on any cash earnest money deposits made by a Loan Party or any of its Subsidiaries in connection with any letter of intent or purchase agreement with respect to an Acquisition,

(u)      Liens securing Intermediation Facilities otherwise permitted by this Agreement, so long as such Liens solely extend to Intermediation Collateral,

(v)      Liens securing Incremental Equivalent Debt; provided , that the Other Debt Representative of the holders of each such Indebtedness becomes party to an Additional Intercreditor Agreement and the ABL Intercreditor Agreement,

(w)      Liens on the Collateral securing obligations in respect of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt (and any Refinancing Indebtedness of any of the foregoing); provided , that the Other Debt Representative of the holders of each such Indebtedness becomes party, in the event that it is not already a party, to an Additional Intercreditor Agreement and the ABL Intercreditor Agreement,

(x)      Liens in favor of the Borrower or any Guarantor,

(y)      Liens not on Term Priority Collateral securing Indebtedness permitted to be incurred pursuant to clause (o) of the definition of “Permitted Indebtedness”, and any Guarantees of such Indebtedness,

(z)      Liens securing Indebtedness permitted to be incurred pursuant to clause (v) of the definition of “Permitted Indebtedness”, and any Guarantees of such Indebtedness; provided , such Liens may rank pari passu with the Liens on the Collateral so long as they do not secure Indebtedness in an aggregate principal amount outstanding in excess of $150,000,000, and otherwise, such Liens shall rank junior to the Liens on the Collateral securing the Obligations and the Other Debt Representative of the holders of each such Indebtedness shall become party, in the event that it is not already a party, to an Additional Intercreditor Agreement and the ABL Intercreditor Agreement,

(aa)      Liens on the Equity Interests of Unrestricted Subsidiaries or Permitted Joint Ventures,

(bb)      Liens on, related to, properties to secure all or part of the costs incurred in the ordinary course of business of exploration, drilling, development or operation thereof,

(cc)      Liens on pipeline or pipeline facilities which arise out of operation of law,

(dd)      Liens reserved in oil and gas mineral leases for bonus or rental payments and for compliance with the terms of such leases, and Liens arising under partnership agreements, oil and gas leases, farm-out agreements, division orders, contracts for the sale, purchase, exchange, transportation or processing of oil, gas or other hydrocarbons, unitization and pooling declarations and agreements, development agreements, operating agreements, area of mutual interest agreements, and other agreements which are customary in any business in which the Borrower and its Restricted Subsidiaries are permitted to engage in pursuant to this Agreement,

(ee)      Liens arising from precautionary UCC financing statements regarding operating leases or consignments and “protective” Liens granted in connection with sales permitted hereunder that are intended to be “true sales”, or bailment, storage or similar arrangements in which a counterparty holds title to the assets that are the subject of such transaction, including liens granted by the Borrower or a Restricted Subsidiary to the counterparty in Intermediation Facilities, which Liens are intended to protect such

counterparty in the event that such transaction is recharacterized as a secured financing and attach only to the assets that are subject of such transaction,

(ff)      Liens of franchisors in the ordinary course of business not securing Indebtedness,

(gg)      Liens incurred in the ordinary course of business not in the aggregate materially detracting from the value of the properties or their use in the operation of the business of the Borrower and its Restricted Subsidiaries,

(hh)      Liens on the assets of any non-Guarantor Restricted Subsidiary securing Indebtedness or other obligations of such Subsidiaries that were permitted by the terms of this Agreement to be incurred,

(ii)      Liens on metals and the right to receive metals arising out of a sale-leaseback of a catalyst necessary or useful for the operation of refinery assets of the Borrower and its Restricted Subsidiaries, securing obligations of the Borrower or a Restricted Subsidiary in respect of such sale-leaseback transaction, provided , that , such Liens do not encumber any assets other than the catalyst and the related metals and proceeds of the foregoing; provided , further , that such sale-leaseback of a catalyst shall be entered into in the ordinary course of business, consistent with past practices and not for speculative purposes,

(jj)      Liens of any Governmental Authority on any trust account established for the benefit of an environmental agency or department to the extent required under Applicable Law,

(kk)      Liens incurred in connection with ordinary course refurbishments or exchanges of catalysts, including platinum or similar precious metals and related products, necessary or useful for the operation of the Refineries,

(ll)      statutory Liens securing First Purchaser Crude Payables arising in the ordinary course of business which are not overdue, and

(mm)      Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods.

Notwithstanding the foregoing, all Liens incurred under the Loan Documents will be deemed to have been incurred in reliance only on clause (a) above, and all Liens incurred under the ABL Documents will be deemed to have been incurred in reliance only on clause (b) .

“ Permitted MLP Securities ” means equity securities (including incentive distribution rights) of a master limited partnership (or limited liability company or similar business entity with pass-through treatment for U.S. Federal income Tax purposes) that is an MLP Subsidiary and has a class of equity securities traded on the New York Stock Exchange, the NYSE AMEX Equities or the Nasdaq Stock Market (or any successor thereof).

“ Permitted Protest ” means the right of any Loan Party or any of its Subsidiaries to protest any Lien (other than any Lien that secures the Obligations), Taxes, or rental payment; provided , that (a) a reserve with respect to such obligation is established on such Loan Party’s or its Subsidiaries’ books and records in such amount as is required under GAAP and (b) any such protest is instituted promptly and prosecuted diligently by such Loan Party or its Subsidiary, as applicable, in good faith.

“ Permitted Second Priority Refinancing Debt ” means secured Indebtedness (including any Registered Equivalent Notes) incurred by the Borrower in the form of one or more series of second lien (or

other junior lien) secured notes or second lien (or other junior lien) secured loans; provided , that (a) such Indebtedness is secured by the Collateral on a second priority (or other junior priority) basis to the Liens securing the Obligations and the obligations in respect of any other Permitted First Priority Refinancing Debt and is not secured by any property or assets of the Borrower, any Subsidiary or any other Person other than the Collateral, (b) such Indebtedness meets the criteria set forth in “Credit Agreement Refinancing Indebtedness”, (c) the security agreements relating to such Indebtedness are substantially the same as or more favorable to the Loan Parties than the Loan Documents (with such differences as are reasonably satisfactory to the Agent) and (d) the holders of such Indebtedness, or an Other Debt Representative on their behalf, agree in writing to be bound by an Additional Intercreditor Agreement and the ABL Intercreditor Agreement. Permitted Second Priority Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

“ Permitted Unsecured Refinancing Debt ” means unsecured Indebtedness (including any Registered Equivalent Notes issued in exchange therefor) incurred by the Borrower in the form of one or more series of senior unsecured notes or loans; provided , that (a) such Indebtedness meets the criteria set forth in “Credit Agreement Refinancing Indebtedness” and (b) such Indebtedness is not secured by a Lien on any property or assets of the Borrower or any Restricted Subsidiary.

“ Person ” means natural persons, corporations, limited liability companies, unlimited liability companies, limited partnerships, general partnerships, limited liability partnerships, joint ventures, trusts, land trusts, business trusts, or other organizations, irrespective of whether they are legal entities, and governments and agencies and political subdivisions thereof.

“ PBGC ” means the Pension Benefit Guaranty Corporation or any successor agency.

“ Platform ” has the meaning specified therefor in Section 16.9(c) of this Agreement.

“ PPSA ” means the Personal Property Security Act (Ontario) and the regulations thereunder, as from time to time in effect; provided , that , if attachment, perfection or priority of Agent’s Lien on any Collateral are governed by the personal property security laws of any jurisdiction in Canada other than the laws of the Province of Ontario, “PPSA” means those personal property security laws (including the CCQ) in such other jurisdiction in Canada for the purposes of the provisions hereof relating to such attachment, perfection or priority and for the definitions related to such provisions.

“ Pro Rata Share ” means, as of any date of determination:

(a)      with respect to a Lender’s obligation to make a Loan, with respect to such Lender’s right to receive payments of interest, fees, and principal with respect to the Loan, and with respect to all other computations and other matters related to the Commitments or the Loan, the percentage obtained by dividing (i) the Loan Exposure of such Lender, by (ii) the aggregate Loan Exposure of all Lenders, and

(b)      with respect to all other matters and for all other matters as to a particular Lender (including the indemnification obligations arising under Section 14.7 of this Agreement), the percentage obtained by

dividing (i) the Loan Exposure of such Lender, by (ii) the aggregate Loan Exposure of all Lenders, in any such case as the applicable percentage may be adjusted by assignments permitted pursuant to Section 12.1 .

“ PTE ” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“ Public Lender ” has the meaning specified therefor in Section 16.9(c) of this Agreement.

“ Qualified Equity Interests ” means and refers to any Equity Interests issued by the Borrower (and not by one or more of its Subsidiaries) that is not a Disqualified Equity Interest.

“ Real Property ” means any estates or interests in real property now owned or leased or hereafter acquired or leased by any Loan Party or one of its Restricted Subsidiaries and the improvements thereto.

“ Real Property Collateral ” means (a) the Real Property identified on Schedule D-1 to this Agreement, and (b) any Real Property hereafter acquired by any Loan Party or one of its Subsidiaries other than Excluded Real Property.

“ Recipient ” means (a) the Agent or (b) any Lender, as applicable.

“ Record ” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

“ Reference Period ” has the meaning specified therefor in the definition of EBITDA.

“ Refinancing Amendment ” means an amendment to this Agreement executed by each of (a) the Borrower, (b) the Agent, (c) each Additional Refinancing Lender and (d) each Lender that agrees to provide any Refinancing Loans incurred pursuant thereto, in accordance with ‎ Section 2.18 .

“ Refinancing Commitments ” means one or more Classes of Commitments hereunder that are established to fund Refinancing Loans of the applicable Refinancing Series hereunder pursuant to a Refinancing Amendment.

“ Refinancing Indebtedness ” means any Indebtedness of the Borrower or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease, substitute for or refund other Indebtedness of the Borrower or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided , that:

(a)      such refinancings, renewals, or extensions do not result in an increase in the principal amount of the Indebtedness so refinanced, renewed, or extended, other than by the amount of premiums paid thereon, accrued and unpaid interest on account thereof and the fees and expenses incurred in connection therewith and by the amount of unfunded commitments with respect thereto,

(b)      such refinancings, renewals, or extensions has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded,

(c)      if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Loans, such Refinancing Indebtedness is subordinated in right of payment to the Loans, on terms at least as favorable, taken as a whole, to the Lenders as those contained in

the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

(d)      such Indebtedness is Incurred by either (i) the Restricted Subsidiary that is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded or (ii) the Borrower or a Guarantor;

(e)      such Indebtedness is not secured by any collateral that was not pledged to secure the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded and if the Indebtedness being refinanced was (or was required to be) subject to an Additional Intercreditor Agreement and the ABL Intercreditor Agreement, the holders of such Refinancing Indebtedness (if such Indebtedness is secured) or an Other Debt Representative on their behalf, shall become party to such Additional Intercreditor Agreement and the ABL Intercreditor Agreement, in each case providing for the same (or lesser) lien priority;

(f)      such Indebtedness is not Guaranteed by any Restricted Subsidiaries that did not Guarantee the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded; and

(g)      the material terms (other than pricing and yield and optional prepayment or redemption provisions) of such Refinancing Indebtedness or of any agreement entered into or of any instrument issued in connection therewith are not, in the aggregate, less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (except for covenants and other provisions applicable only to periods after the Latest Maturity Date).

“ Refinancing Loans ” means one or more Classes of Loans hereunder that result from a Refinancing Amendment.

“ Refinancing Series ” means all Refinancing Loans or Refinancing Commitments that are established pursuant to the same Refinancing Amendment (or any subsequent Refinancing Amendment to the extent such Refinancing Amendment expressly provides that the Refinancing Loans or Refinancing Commitments provided for therein are intended to be a part of any previously established Refinancing Series) and that provide for the same All-In Yield and, in the case of Refinancing Loans or Refinancing Commitments, amortization schedule.

“ Refineries ” means, collectively, (a) the Big Spring Refinery, (b) the Krotz Springs Refinery, (c) the El Dorado Refinery, (d) the Tyler Refinery and (e) each other refinery acquired or constructed by the Borrower or a Restricted Subsidiary of the Borrower after the Closing Date.

“ Refinery Leasehold Interest ” means any leasehold interest in any real property integral to any refining process or comprising a material integral part of a Refinery (other than a Specified Asset or an Excluded Refinery).

“ Register ” has the meaning specified therefor in Section 12.1(h) of this Agreement.

“ Registered Equivalent Notes ” means, with respect to any notes originally issued in an offering pursuant to Rule 144A under the Securities Act of 1933 or other private placement transaction under the Securities Act of 1933, substantially identical notes (having the same Guarantees) issued in a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the SEC.

“ Registered Loan ” has the meaning specified therefor in Section 12.1(h) of this Agreement.

“ Related Fund ” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course and that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender, or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender.

“ Release ” means any depositing, spilling, leaking, pumping, pouring, placing, emitting, discarding, abandoning, emptying, discharging, migrating, injecting, escaping, leaching, dumping, or disposing in, into, or through the indoor or outdoor environment.

“ Reliant Revolver ” means that certain revolving loan facility of up to $17,000,000, made available by Reliant Bank to the Borrower, pursuant to, among other things, that certain Loan Agreement dated as of March 28, 2008, by, among others, Reliant Bank and the Borrower.

“ Remedial Action ” means all actions taken to (a) clean up, remove, remediate, contain, treat, monitor, assess, evaluate, or in any way address a Release of Hazardous Materials in the indoor or outdoor environment (excluding routine monitoring or sampling of permitted Releases), (b) prevent or minimize a Release or threatened Release of Hazardous Materials so they do not migrate or endanger or threaten to endanger public health, safety, or welfare or the indoor or outdoor environment, (c) restore or reclaim natural resources or the environment, (d) perform any pre-remedial studies, investigations, or post-remedial operation and maintenance activities, or (e) conduct any other actions with respect to Hazardous Materials required by Environmental Laws.

“ Renewable Identification Number ” means a thirty-eight (38) character numeric code that is generated by the producer or importer of renewable fuel representing gallons of renewable fuel produced/imported and assigned to batches of renewable fuel that are transferred to others such that a change of ownership is effected, or any similar successor instrument thereof.

“ Replacement Lender ” has the meaning specified therefor in Section 2.16(b) of this Agreement.

“ Replacement Rate ” has the meaning specified therefor in Section 2.12(c) of this Agreement.

“ Required Lenders ” means, at any time, Lenders having or holding more than fifty percent (50%) of the aggregate Loan Exposure of all Lenders; provided , that (i) the Loan Exposure of any Defaulting Lender shall be disregarded in the determination of the Required Lenders, and (ii) at any time there are two (2) or more Lenders (who are not Affiliates of one another or Defaulting Lenders), “Required Lenders” must include at least two (2) Lenders (who are not Affiliates of one another).

“ Restricted Investment ” means an Investment other than a Permitted Investment.

“ Restricted Payment ” has the meaning specified in Section 6.7 .

“ Restricted Subsidiary ” means each direct and indirect Subsidiary of the Borrower that is not an Unrestricted Subsidiary or an MLP Subsidiary.

“ Sanctioned Entity ” means (a) a country or a government of a country, (b) an agency of the government of a country, (c) an organization directly or indirectly controlled by a country or its government, or (d) a Person resident in or determined to be resident in a country, in each case of clauses (a) through (d) that is a target of Sanctions, including a target of any country sanctions program administered and enforced by OFAC or any Canadian Governmental Authority.

“ Sanctioned Person ” means, at any time (a) any Person named on the list of Specially Designated Nationals and Blocked Persons maintained by OFAC, OFAC’s consolidated Non-SDN list or any other Sanctions-related list maintained by any Canadian or other Governmental Authority, (b) a Person or legal entity that is a target of Sanctions, (c) any Person operating, organized or resident in a Sanctioned Entity, or (d) any Person directly or indirectly owned or controlled (individually or in the aggregate) by or acting on behalf of any such Person or Persons described in clauses (a) through (c) above.

“ Sanctions ” means individually and collectively, respectively, any and all economic sanctions, trade sanctions, financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes anti-terrorism laws and other sanctions laws, regulations or embargoes, including those imposed, administered or enforced from time to time by: (a) the United States of America, including those administered by OFAC, the U.S. Department of State, the U.S. Department of Commerce, or through any existing or future executive order, (b) the United Nations Security Council, (c) the European Union or any European Union member state, (d) Her Majesty’s Treasury of the United Kingdom, (e) any Canadian Governmental Authority or (f) any other Governmental Authority with jurisdiction over any member of Lender Group or any Loan Party or any of their respective Subsidiaries or Affiliates.

“ S&P ” has the meaning specified therefor in the definition of Cash Equivalents.

“ SEC ” means the United States Securities and Exchange Commission and any successor thereto.

“ Secured Net Indebtedness ” means any Consolidated Total Net Indebtedness of any Loan Party secured by a Lien (other than any property or assets held in a defeasance or similar trust or arrangement for the benefit of the Indebtedness secured thereby so long as prepayment of such Indebtedness is not prohibited).

“ Secured Net Leverage Ratio ” means, at any date, the ratio of (a) Secured Net Indebtedness to (b) EBITDA for the four fiscal quarters ended immediately prior to such date for which internal financial statements are available.

“ Secured Parties ” means the Agent, the Lenders, the Joint Lead Arrangers, the Co-Managers and the other agents party to this Agreement.

“ Securities Account ” means a securities account (as that term is defined in the UCC or, to the extent applicable, the PPSA).

“ Securities Act ” means the Securities Act of 1933, as amended from time to time, and any successor statute.

“ Security Document ” means any Guaranty and Security Agreement, any Control Agreement, any US Copyright Security Agreement, any Canadian Copyright Security Agreement, any US Patent Security Agreement, any Canadian Patent Security Agreement, any US Trademark Security Agreement, any Canadian Trademark Security Agreement, any Mortgage, any Hypothec and any other security agreement or other instrument or document entered into, now or in the future, by any Loan Party or any Restricted Subsidiary in connection with any of the foregoing or Section 5.11 , 5.12 or 5.13 .

“ Solvent ” means, with respect to any Person as of any date of determination, that (a) at fair valuations, the sum of such Person’s debts (including contingent liabilities) is less than all of such Person’s assets, (b) such Person is not engaged or about to engage in a business or transaction for which the remaining assets of such Person are unreasonably small in relation to the business or transaction or for which the property remaining with such Person is an unreasonably small capital, (c) such Person has not incurred and does not

intend to incur, or reasonably believe that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise), and (d) such Person is “solvent” or not “insolvent”, as applicable within the meaning given those terms and similar terms under Debtor Relief Laws or other Applicable Laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

“ Specified Assets ” means (a) the Paramount Refinery, (b) the Long Beach Refinery, (c) the Bakersfield Refinery, (d) asphalt terminals owned as of the Closing Date, (e) the Big Spring wholesale marketing business, and (f) the Krotz Springs Refinery and Big Spring Refinery logistics assets, in each case of this clause (f), described on Schedule E-1 .

“ Specified Event of Default ” means any Event of Default described in any of Sections 7.1 (other than with respect to principal), 7.4 , 7.5 , 7.6 or 7.11 .

“ Specified Hedge Agreements ” means that certain ISDA Master Agreement, dated as of December 8, 2011, between J. Aron & Company, a New York general partnership, and Alon Refining Krotz Springs, Inc., a Delaware corporation, as amended by that certain Amendment to the ISDA Master Agreement, dated as of October 31, 2014, between J. Aron & Company and Alon Refining Krotz Springs, Inc., as further amended, supplemented or otherwise modified from time to time.

“ Specified Representations ” means the representations and warranties contained in Sections 4.1(a) , 4.2 , 4.3 , 4.4 , 4.9 , 4.13 , 4.16 and 4.18 hereof.

“ Subordinated Indebtedness ” means any unsecured Indebtedness of a Loan Party or its Restricted Subsidiaries incurred from time to time that is expressly subordinated to the Obligations and (a) that is only guaranteed by the Guarantors, (b) that is not subject to scheduled amortization, redemption, sinking fund or similar payment and does not have a final maturity, in each case, on or before the date that is six months after the Maturity Date, (c) that does not include any financial covenants or any covenant or agreement that is more restrictive or onerous on any Loan Party in any material respect than any comparable covenant in this Agreement and is otherwise on terms and conditions reasonably acceptable to Agent, (d) shall be limited to cross-payment default and cross-acceleration to designated “senior debt” (including the Obligations), and (e) the terms and conditions of the subordination are reasonably acceptable to Agent.

“ Subsidiary ” of a Person means a corporation, partnership, limited liability company, unlimited liability company or other entity in which that Person directly or indirectly owns or controls the Equity Interests having ordinary voting power to elect a majority of the Board of Directors of such corporation, partnership, limited liability company, or other entity. Unless otherwise specified, all references herein to a “ Subsidiary ” or to “ Subsidiaries ” shall refer to a Subsidiary or Subsidiaries of the Borrower.

“ Swap Termination Value ” means, in respect of any one or more Hedge Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Hedge Agreements, (a) for any date on or after the date such Hedge Agreements have been closed out and termination values determined in accordance therewith, such termination values, and (b) for any date prior to the date referenced in clause (a), the amounts determined as the mark-to-market values for such Hedge Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Hedge Agreements (which may include a Lender or any Affiliate of a Lender).

“ Tax Lender ” has the meaning specified therefor in Section 2.16(b) of this Agreement.

“ Taxes ” means any taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments or other charges in the nature of a tax now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein, and all interest, penalties or similar liabilities with respect thereto.

“ Term Priority Collateral ” has the meaning specified therefor in the ABL Intercreditor Agreement.

“ Total Assets ” means (a) in the case of the Borrower, the total consolidated assets of the Borrower and its Restricted Subsidiaries, as shown on the most recent balance sheet of the Borrower provided to the Agent pursuant to Section 3.1 or Section 5.1 and (b) in the case of any Person or Persons, the total combined or consolidated assets of such Person or Persons, as of the end of the most recent fiscal quarter, in each case calculated in accordance with GAAP and determined on a pro forma basis to give effect to any acquisition or disposition of assets made after such balance sheet date and on or prior to the date of determination.

“ Transformative Acquisition ” means any merger, amalgamation, acquisition or material investment, in any such case by Borrower and its Restricted Subsidiaries that either (a) is not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (b) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide Borrower and its Restricted Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as reasonably determined by Borrower acting in good faith.

“ Tyler Refinery ” means the crude oil refinery (other than any Midstream Assets) owned by Delek Refining, Ltd., a Texas limited partnership, and located at or near Tyler, Texas.

“ UCC ” shall mean the Uniform Commercial Code as in effect in the State of New York, and any successor statute, as in effect from time to time.

“ U.S. Tax Compliance Certificate ” has the meaning specified therefor in Section 2.15(g) of this Agreement.

“ United States ” means the United States of America.

“ Unrestricted Cash ” shall mean, as of any date of determination, the aggregate amount of all cash and Cash Equivalents on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries that are Domestic Subsidiaries or are Canadian Loan Parties, which is not “restricted” for purposes of GAAP; provided , however , that the aggregate amount of Unrestricted Cash shall not (i) include any cash or Cash Equivalents that are subject to a Lien (other than any Lien in favor of the ABL Agent and the Agent or a Lien permitted under clause (r) of the definition of “Permitted Lien”) or (ii) include any cash or Cash Equivalents that are restricted by contract, law or material adverse Tax consequences from being applied to repay any Funded Indebtedness.

“ Unrestricted Subsidiary ” means any Subsidiary of the Borrower (other than any MLP Subsidiary) that is designated by the Board of Directors of the Borrower as an Unrestricted Subsidiary pursuant to a board resolution in compliance with conditions set forth below, and any Subsidiary of such Subsidiary. Notwithstanding the provisions set forth above with respect to “Unrestricted Subsidiaries”, the Borrower shall not designate any Subsidiary as an Unrestricted Subsidiary, to the extent that such Subsidiary (x) directly

or indirectly owns a Refinery (other than Specified Assets or Excluded Refineries), (y) is not an “Unrestricted Subsidiary” for purposes of the ABL Documents or (z) is an MLP Subsidiary.

“ US Guaranty and Security Agreement ” means a guaranty and security agreement, dated as of even date with this Agreement, in form and substance reasonably satisfactory to Agent, executed and delivered by each of the Loan Parties to Agent.

“ US Copyright Security Agreement” has the meaning given to the term “Copyright Security Agreement” in the US Guaranty and Security Agreement.

“ US Patent Security Agreement ” has the meaning given to the term “Patent Security Agreement” in the US Guaranty and Security Agreement.

“ US Trademark Security Agreement ” has the meaning given to the term “Trademark Security Agreement” in the US Guaranty and Security Agreement.

“ Voidable Transfer ” has the meaning specified therefor in Section 16.8 of this Agreement.

“ Weighted Average Life to Maturity ” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years calculated to the nearest one-twelfth that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness.

“ Wells Fargo ” has the meaning specified therefor in the preamble to this Agreement.

“ Withholding Agent ” means any Loan Party and the Agent.

“ Working Capital ” means, for the Borrower and its Restricted Subsidiaries on a consolidated basis and calculated in accordance with GAAP, as of any date of determination, the excess of (a) current assets (other than cash and cash equivalents and Taxes and deferred Taxes) over (b) current liabilities, excluding, without duplication, (i) the current portion of any long-term Indebtedness, (ii) the current portion of current Taxes and deferred income Taxes and (iii) the current portion of accrued interest expense (including interest expenses attributable to Capitalized Lease Obligations and all net payment obligations pursuant to interest rate Hedge Agreements) for such period.

“ Write-Down and Conversion Powers ” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

1.2.      Accounting Terms . All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided , that if Borrower notifies Agent that Borrower request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and

Borrower after such Accounting Change conform as nearly as possible to their respective positions immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrower” is used in respect of a financial covenant or a related definition, it shall be understood to mean the Borrower and its Restricted Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards Board’s Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the audit. Notwithstanding any changes in GAAP or application of GAAP after the Closing Date, any lease of the Borrower or their Subsidiaries that would be characterized as an operating lease under GAAP in effect on the Closing Date or as applied on the Closing Date (whether such lease is entered into before or after the Closing Date) shall not constitute a Capital Lease under this Agreement or any other Loan Document as a result of such changes in GAAP or application thereof unless otherwise agreed to in writing by the Borrower and Required Lenders.

1.3.      UCC and PPSA . Any terms used in this Agreement that are defined in the UCC shall be construed and defined as set forth in the UCC unless otherwise defined herein; provided , that (a) to the extent that the UCC is used to define any term herein and such term is defined differently in different Articles of the UCC, the definition of such term contained in Article 9 of the UCC shall govern and (b) to the extent applicable, any such terms used in this Agreement that are defined in the PPSA shall have the meanings ascribed to such terms in the PPSA when used in relation to Collateral subject to the PPSA.

1.4.      Construction . Unless the context of this Agreement or any other Loan Document clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document, as the case may be, as a whole and not to any particular provision of this Agreement or such other Loan Document, as the case may be. Section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified. Any reference in this Agreement or in any other Loan Document to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights. Any reference to “province” or like terms in the Loan Documents shall be construed to include “territory” and like terms. Any reference herein or in any other Loan Document to the satisfaction, repayment, or payment in full of the Obligations shall mean (a) the payment or repayment in full in immediately available funds of (i) the principal amount of, and interest accrued and unpaid with respect to, all outstanding Loans, together with the payment of any premium applicable to the repayment of the Loans, (ii) all Lender Group Expenses that have accrued and are unpaid regardless of whether demand has been made therefor, and (iii) all fees or charges that have accrued hereunder or under any other Loan Document

and are unpaid, (b) the receipt by Agent of cash collateral in order to secure any other contingent Obligations for which a claim or demand for payment has been made on or prior to such time or in respect of matters or circumstances known to Agent or a Lender at such time that are reasonably expected to result in any loss, cost, damage, or expense (including attorneys’ fees and legal expenses), such cash collateral to be in such amount as Agent reasonably determines is appropriate to secure such contingent Obligations, (c) the payment or repayment in full in immediately available funds of all other outstanding Obligations other than unasserted contingent indemnification Obligations and (d) the termination of all of the Commitments of the Lenders. Any reference herein to any Person shall be construed to include such Person’s successors and assigns. Any requirement of a writing contained herein or in any other Loan Document shall be satisfied by the transmission of a Record. This Agreement and other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters. All such limitations, tests and measurements are cumulative and shall each be performed in accordance with their terms. This Agreement and the other Loan Documents are the result of negotiations among and have been reviewed by counsel to Agent and the other parties, and are the products of all parties. Accordingly, this Agreement and the other Loan Documents shall not be construed against Agent or Lenders merely because of Agent’s or any Lender’s involvement in their preparation.

1.5.      Time References . Unless the context of this Agreement or any other Loan Document clearly requires otherwise, all references to time of day refer to Eastern standard time or Eastern daylight saving time, as in effect in New York, New York on such day. For purposes of the computation of a period of time from a specified date to a later specified date, unless otherwise expressly provided, the word “from” means “from and including” and the words “to” and “until” each means “to and including”; provided , that with respect to a computation of fees or interest payable to Agent or any Lender, such period shall in any event consist of at least one full day.

1.6.      Schedules and Exhibits . All of the schedules and exhibits attached to this Agreement shall be deemed incorporated herein by reference.

1.7.      Rates . The Agent does not warrant or accept responsibility for, and shall not have liability with respect to, the administration, submission or any other matter related to the rates in the definition of “LIBOR Rate”.

1.8.      Cashless Rollovers . Notwithstanding anything to the contrary contained in this Agreement or in any other Loan Document, to the extent that any Lender extends the maturity date of, or replaces, renews or refinances, any of its then-existing Loans with Incremental Loans, Credit Agreement Refinancing Indebtedness, Loans in connection with any Extended Loans or loans incurred under a new credit facility, in each case, to the extent such extension, replacement, renewal or refinancing is effected by means of a “cashless roll” by such Lender, such extension, replacement, renewal or refinancing shall be deemed to comply with any requirement hereunder or any other Loan Document that such payment be made “in Dollars, “in immediately available funds”, “in Cash” or any other similar requirement.

1.9.      Limited Condition Acquisition or Investment . Notwithstanding anything to the contrary in this Agreement, solely for the purpose of (A) measuring the relevant financial ratios and basket availability with respect to the incurrence of any Indebtedness or Liens or the making of any Investments or (B) determining compliance with representations and warranties or the occurrence of any Default or Event of Default, in each case, in connection with a Limited Condition Acquisition or Investment, the Borrower may elect (the “ LCA Election ”) to deem the date of determination of whether any such action is permitted hereunder for such Limited Condition Acquisition or Investment to be the date on which the definitive agreements for such Limited Condition Acquisition or Acquisition are entered into (the “ LCA Test Date ”)

or the date of the consummation of the Limited Condition Acquisition or Investment and related incurrence of Indebtedness or Liens or the related making of Investments, in each case, after giving pro forma effect to the relevant Limited Condition Acquisition or Investment and related incurrence of Indebtedness or Liens or the related making of Investments.

If the Borrower has made an LCA Election, then, in connection with any unrelated calculation of any ratio or test at or following the relevant LCA Test Date, and prior to the earlier of (x) the date on which such Limited Condition Acquisition or Investment is consummated or (y) the date that the definitive agreement for such Limited Condition Acquisition or Investment is terminated or expires without consummation of such Limited Condition Acquisition or Investment, any such ratio or test shall be calculated on (A) a pro forma basis assuming such Limited Condition Acquisition or Investment and any transactions in connection therewith (including any incurrence of Indebtedness, Liens and the use of proceeds thereof) has been consummated, and also on (B) a standalone basis without giving effect to such Limited Condition Acquisition or Investment or any such transactions in connection therewith.

1.10.      Québec Matters .

For purposes of any assets, liabilities or entities located in the Province of Québec and for all other purposes pursuant to which the interpretation or construction of this Agreement may be subject to the laws of the Province of Québec or a court or tribunal exercising jurisdiction in the Province of Québec, (a) “personal property” shall include “movable property”, (b) “real property” or “real estate” shall include “immovable property”, (c) “tangible property” shall include “corporeal property”, (d) “intangible property” shall include “incorporeal property”, (e) “security interest”, “mortgage” and “lien” shall include a “hypothec”, “right of retention”, “prior claim” and a resolutory clause, (f) all references to filing, perfection, priority, remedies, registering or recording under the UCC or a PPSA shall include publication under the CCQ, (g) all references to “perfection” of or “perfected” liens or security interest shall include a reference to an “opposable” or “set up” lien or security interest as against third parties, (h) any “right of offset”, “right of setoff” or similar expression shall include a “right of compensation”, (i) “goods” shall include “corporeal movable property” other than chattel paper, documents of title, instruments, money and securities, (j) an “agent” shall include a “mandatary”, (k) “construction liens” shall include “legal hypothecs”, (l) “joint and several” shall include “solidary”, (m) “gross negligence or willful misconduct” shall be deemed to be “intentional or gross fault”, (n) “beneficial ownership” shall include “ownership on behalf of another as mandatory”, (o) “easement” shall include “servitude”, (p) “priority” shall include “prior claim”, (q) “survey” shall include “certificate of location and plan”, (r) “state” shall include “province”, (s) “fee simple title” shall include “absolute ownership”, and (t) “accounts” shall include “claims”. The parties hereto confirm that it is their wish that this Agreement and any other document executed in connection with the transactions contemplated herein be drawn up in the English language only and that all other documents contemplated thereunder or relating thereto, including notices, may also be drawn up in the English language only. Les parties aux présentes confirment que c’est leur volonté que cette convention et les autres documents de crédit soient rédigés en langue anglaise seulement et que tous les documents, y compris tous avis, envisagés par cette convention et les autres documents peuvent être rédigés en langue anglaise seulement.

2.1.      Loans . Subject to the terms and conditions of this Agreement and the other Loan Documents, and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents, each Lender severally agrees to make an Initial Loan to the Borrower on the Closing Date in a principal amount equal to such Lender’s Commitment as of the Closing Date. Notwithstanding the foregoing, if the total Commitments as of the Closing Date are not drawn on the Closing Date, the undrawn amount shall automatically be cancelled. The Initial Loans shall be funded net of the OID Amount. Each Lender’s Initial Commitment shall automatically and without notice be reduced to zero immediately after the funding of the Initial Loans on the Closing Date.

2.2.      Procedure for Advance of Loans .

(a)      Initial Loans . The Borrower shall give the Agent an irrevocable prior written notice substantially in the form of Exhibit E (a “ Notice of Borrowing ”) by 11:00 a.m. on the Closing Date requesting that the Lenders make the Initial Loans as Base Rate Loans on such date (provided that the Borrower may request, no later than three (3) Business Days prior to the Closing Date, that the Lenders make the Initial Loans as LIBOR Rate Loans if the Borrower has delivered to the Agent a letter in form and substance reasonably satisfactory to the Agent indemnifying the Lenders in the manner set forth in Section 2.13 of this Agreement). Upon receipt of such Notice of Borrowing from the Borrower, the Agent shall promptly notify each Lender thereof. Not later than 1:00 p.m. on the Closing Date, each Lender will make available to the Agent for the account of the Borrower, at the Agent’s office in immediately available funds, the amount of such Initial Loans to be made by such Lender on the Closing Date. The Borrower hereby irrevocably authorizes the Agent to disburse the proceeds of the Initial Loans in immediately available funds by wire transfer to such Person or Persons as may be designated by the Borrower in writing.

(b)      Incremental Loans . Any Incremental Loans shall be borrowed pursuant to, and in accordance with Section 2.17 .

2.3.      Repayment of Loans . The Borrower shall repay the aggregate outstanding principal amount of the Initial Loans in consecutive quarterly installments in an amount equal to $1,750,000 on the last Business Day of each of March, June, September and December, commencing with June 30, 2018, except as the amounts of individual installments may be adjusted pursuant to Section 2.4 hereof. If not sooner paid, the Initial Loans shall be paid in full, together with accrued interest thereon, on the Maturity Date. In the event any Incremental Loans, Refinancing Loans or Extended Loans are made, such Incremental Loans, Refinancing Loans or Extended Loans, as applicable, shall be repaid by the Borrower in the amounts and on the dates set forth in the Incremental Amendment, Refinancing Amendment or Extension Offer with respect thereto and in full together with accrued interest thereon on the applicable Latest Maturity Date thereof. Loans that are repaid may not be reborrowed. For the avoidance of doubt, the full amount of the Loans (without taking into account any netting of the OID Amount occurring on the Closing Date) shall be repaid in accordance with this Section 2.3 and Section 2.4 .

2.4.      Prepayments of Loans.

(a)      Optional Prepayments . The Borrower shall have the right at any time and from time to time, without premium or penalty (subject to Section 2.4(c) ), to prepay the Loans, in whole or in part, upon delivery to the Agent of a notice of prepayment (the “ Notice of Prepayment ”) not later than 11:00 a.m. (i) on the same Business Day as such prepayment of any Base Rate Loan and (ii) at least three (3) Business Days before such prepayment of any LIBOR Rate Loan, specifying the date and amount of repayment, whether the repayment is of LIBOR Rate Loans or Base Rate Loans or a combination thereof, and if a

combination thereof, the amount allocable to each and whether the repayment is of the Initial Loan, an Incremental Loan, an Extended Loan or a Refinancing Loan or a combination thereof, and if a combination thereof, the amount allocable to each. Each optional prepayment of the Loans hereunder shall be in an aggregate principal amount of at least $5,000,000 or any whole multiple of $1,000,000 in excess thereof and shall be applied, on a pro rata basis, to the outstanding principal installments of the Loans and, if applicable, any Incremental Loans, Extended Loans or Refinancing Loans as directed by the Borrower. Each repayment shall be accompanied by any amount required to be paid pursuant to Section 2.13 hereof. A Notice of Prepayment received after 11:00 a.m. shall be deemed received on the next Business Day. The Agent shall promptly notify the applicable Lenders of each Notice of Prepayment. Notwithstanding the foregoing, any Notice of Prepayment delivered in connection with any refinancing of all of the Loans with the proceeds of such refinancing or of any other incurrence of Indebtedness may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence and may be revoked by the Borrower in the event such refinancing is not consummated; provided , that the delay or failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 2.13 .

(b)      Mandatory Prepayments .

(i)      Debt Issuances . No later than three (3) Business Days after the receipt by the Borrower or any Restricted Subsidiary of Net Cash Proceeds from any issuance or incurrence of Indebtedness not otherwise permitted pursuant to Section 6.1 , the Borrower shall offer pursuant to clause (viii) below to prepay the Loans in accordance with clauses (vi) through (x) below in an aggregate amount equal to one hundred percent (100%) of such Net Cash Proceeds.